Terms of Use

The effective date of these Terms of Use is 26 March 2026.

By accessing or using the Franki website, software, any Franki service, or any applications (including mobile applications and any features such as Gigs, challenges, cash back rewards, and others that may be included in future releases), made available by Franki (together, the “Service” or “Services”), however accessed, you agree to be bound by these terms of use (“Terms of Use”). The Service is owned or controlled by Franki Inc. (“Franki”), and its Affiliates (businesses that are legally part of the same group of companies that Franki is part of, or that become part of that group). In these Terms of Use, “we” or “us” refers to Franki and its Affiliates and their respective officers, directors, employees, contractors, agents, suppliers, vendors and merchant partners.

These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all these Terms of Use, do not access or use the Service.

ARBITRATION NOTICE: Except if you opt out and except for certain types of disputes described in the Arbitration section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.

Basic Terms

Children under the age of 13 are not allowed to create an account for use with the Service (your “Franki Account”) or otherwise use the basic Service. You must be at least 18 Years old to participate in the Franki Rewards program, the Franki Social Club. Additionally, if you are outside the United States, you must be over the age required by the laws of your country to create an account or otherwise use the Service. If you are accepting these Terms of Use on behalf of another legal entity, including a business or a government, you represent that you have full legal authority to bind such entity to these Terms of Use. If you don’t have the legal authority to bind your employer or the applicable entity, you may not access or use the Service on behalf of your employer or the applicable entity.
You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive videos, photos or other content via the Service.
You are responsible for any activity that occurs through your Franki Account and you agree you will not sell, transfer, license or assign your Franki Account, followers, username, or any account rights. Excepting people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, we prohibit the creation of such accounts, and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to us upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.
You agree that you will not solicit, collect or use the login credentials of other third- party users of the Service. Each user of the Service is referred to herein as a “User”.
You are responsible for keeping your password(s) secret and secure.
You must comply with our Community Guidelines, which can be found at https://www.frankiapp.com/community-guidelines.
You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Service, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your Content (defined below), including but not limited to, copyright laws.
You are solely responsible for your conduct and any data, text, files, information, names, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, "User Content" or "Content") that you submit, post or display on or via the Service.
You must not change, modify, adapt or alter the Service or change, modify or alter another website to falsely imply that it is associated with the Service or with us.
You must not access any Franki private API by means other than those that we permit.
You must not create or submit unwanted email, comments, likes or other forms of commercial or harassing communications (a/k/a "spam") to any Users.
You must not use domain names or web URLs in your name or username without our prior written consent.
You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any page associated with the Service is rendered or displayed in a user's browser or device.
You must not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
You must not attempt to restrict another User from using or enjoying the Service and you must not encourage or facilitate violations of these Terms of Use or any other terms or agreement between us and any third party.
Violation of these Terms of Use may, in our sole discretion, result in suspension or termination of your Franki Account.

You understand and agree that we cannot and will not be responsible for the Content posted on the Service and you use the Service at your own risk.
If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for us, we can stop providing all or part of the Service to you.

If you download any mobile application from any third-party app store: (i) you acknowledge that these Terms of Use are between you and us only, and not with such third party; (ii) your use of such mobile applications must comply with such third party’s then-current app store terms and conditions; (iii) such third-party is only a provider of the app store where you obtained such mobile applications; (iv) we, and not such third party, are solely responsible for our mobile applications; (v) such third-party has no obligation or liability to you with respect to such mobile applications or these Terms of Use; and (vi) you acknowledge and agree that such third-party is a third-party beneficiary to these Terms of Use as it relates to such mobile applications.

General Conditions

We reserve the right to suspend, modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability to you. You can deactivate your Franki Account by reaching out to our customer service at support@frankiapp.com. If we terminate your access to the Service, your Franki Account, your videos, photos, comments, likes, follows, and all other data will no longer be accessible through your Franki Account (e.g. Users will not be able to navigate to your username and view your photos). However, you understand and agree that, upon termination or deactivation of your Franki Account, your User Content and associated data, including your name, may be reposted and/or continued to be used by and linked to those third parties to whom your User Content relates.
Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease.
We reserve the right, in our sole discretion, to change these Terms of Use (“Updated Terms”) from time to time. You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms of Use and any Updated Terms before using the Service. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms and will apply to your use of the Service from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.
We reserve the right to refuse access to the Service to anyone for any reason at any time.
We reserve the right to force forfeiture of any username or account for any reason.
We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms of Use.
You are solely responsible for your interaction with other Users, whether online or offline. You agree that we are not responsible or liable for the conduct of any User. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other Users. Exercise common sense and your best judgment when interacting with others, including when you submit or post Content or any personal or other information.
There may be links from the Service, or from communications you receive from the Service, to third-party websites or features. There may also be links to third-party websites or features in images or comments within the Service. The Service also includes third-party content that we do not control, maintain or endorse. Functionality on the Service may also permit interactions between the Service and a third-party website or feature, including applications that connect the Service or your profile on the Service with a third-party website or feature. For example, the Service may include a feature that enables you to share Content from the Service or to share your Content with a third party, which may be publicly posted on that third party’s service or application. Using this functionality typically requires you to log in to your account on the third-party service and you do so at your own risk. We do not control any of these third-party web services or any of their content. You expressly acknowledge and agree that we are in no way responsible or liable for any such third-party services or features. Your correspondence and business dealings with third parties found through the Service are solely between you and the third party.
You may choose, at your sole and absolute discretion and risk, to use applications that connect the Service or your profile on the Service with a third-party service, application or website, including third-party services, applications or websites that may not be specifically identified as being provided by a third-party (each, an “Application”) and such Application may interact with, connect to or gather and/or pull information from and to your Service profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information, you are consenting to information about your profile on the Service being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if we have not provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold Franki harmless for activity related to the Application.
You agree that, if you have consented to the installation and/or application of third-party tracking pixel or other third-party technology through your use of a third-party service, then in the event that Franki utilizes such third-party tracking technology, you consent to Franki’s use of such third-party tracking technology and to the transmission to such third-party of data collected by such third-party’s tracking technology.
You agree that you are responsible for all data charges you incur through use of the Service.
We prohibit crawling, scraping, caching or otherwise accessing any content on the Service via automated means, including but not limited to, User profiles and photos (except as may be the result of standard search engine protocols or technologies used by a search engine with our express consent).

Rights

We do not claim ownership of any Content that you post on or through the Service. Instead, when you upload, submit, store, send or receive Content to or through our Service, you hereby grant to Franki and its Affiliates a perpetual, non-exclusive, fully paid and royalty-free, transferable, sub-licensable, irrevocable worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make), communicate, publish, publicly perform, publicly display, distribute and repost such Content that you post on or through the Service in any media, now known or hereafter devised, and to use your name (and/or trademark) that you submit in connection with such Content of yours, subject to the Service's Privacy Policy, available here: https://www.frankiapp.com/privacy-policy. You acknowledge that we may choose to provide attribution of your Content at our discretion. Make sure you have the necessary rights to grant Franki and its Affiliates this license for any Content that you submit to our Service.

If it is determined that you retain moral rights (including rights of attribution or integrity) in your Content, you hereby declare that, to the extent permitted by applicable law, (a) you do not require that any personally identifying information be used in connection with the Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of your Content by Franki, its Affiliates or their licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of your Content; and (d) you forever release Franki, its Affiliates and their respective licensees, successors and assigns, from any claims that you could otherwise assert against Franki or its Affiliates by virtue of any such moral rights.
You represent and warrant that: (i) you own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Use; (ii) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Service; and (iv) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction.
You agree that we are not responsible for, and do not endorse, Content posted within the Service. We do not have any obligation to prescreen, monitor, edit, or remove any Content. If your Content violates these Terms of Use, you may bear legal responsibility for that Content.
The Service contains content owned or licensed by Franki and/or its Affiliates (“Franki Content”). Franki Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Franki and its Affiliates, Franki and/or its Affiliates own and retain all rights in the Franki Content and the Service. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Franki Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Franki Content.
The Franki name and logo are trademarks of Franki, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Franki, except in accordance with our brand guidelines. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Franki, and may not be copied, imitated or used, in whole or in part, without prior written permission from Franki.
Some of the Service is supported by advertising revenue and may display advertisements and promotions, and you hereby agree that we may place such advertising and promotions on the Service or on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.
You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.
Although it is our intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
We reserve the right to remove any Content from the Service for any reason, without prior notice. Content removed from the Service may continue to be stored by us, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, we encourage you to maintain your own backup of your Content. We are not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage.
We will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.
Except as otherwise described in the Service's Privacy Policy, available at https://www.frankiapp.com/privacy-policy , as between you and us, any Content will be non-confidential and non-proprietary, and neither we nor our Affiliates nor our respective suppliers, vendors, merchant partners or Users will be liable for any use or disclosure of Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, or other type of special relationship, including that of partner, joint venturer or any employment relationship (such as employee, subcontractor, agent or representative), and that your decision to submit any Content, and potentially receive compensation therefor, does not place us in a position that is any different from the position held by members of the general public, including with regard to your Content. None of your Content will be subject to any obligation of confidence on our part, and neither we nor our Affiliates nor our respective suppliers, vendors, merchant partners or Users will be liable for any use or disclosure of any Content you provide.

It is our policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, we do not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you further agree that we are free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you. Furthermore, any feedback and other suggestions you provide may be used at any time and we are under no obligation to keep them confidential.

Franki Social Club Terms and Conditions

Overview. The Franki Social Club is a rewards program that we offer to you through the Franki application. By participating in the Franki Social Club, you will have the opportunity to earn rewards for taking certain actions or otherwise participating in offers of various types that are made available to you through the Franki application. The terms and conditions set forth in this Section and in these Terms of Use will apply to your participation in the Franki Social Club.

Enrollment. You are automatically enrolled in the Franki Social Club when you register for an account through the Franki application. However, in order to receive any rewards from the Franki Social Club you must be at least 18 years old and must connect a credit or debit card to your Franki Account through the Franki application. You may not participate in the Franki Social Club if participation in any aspect of the Franki Social Club violates any law where you reside. You are responsible for determining whether you may participate, and we disclaim any obligation to do so on your behalf.

Participation in the Franki Social Club is for you individually, and you may not share your Franki Account with any other person or entity.

If you do not wish to participate in the Franki Social Club, then you can simply elect not to participate, or you can terminate your Franki Account and delete the Franki application. If you terminate your Franki Account, you will lose any rewards that you previously earned through the Franki Social Club that have not already been delivered to you, and you will lose any progress in advancing through the Franki Social Club levels that you earned prior to deleting the Franki application. We aim to pay out earned rewards as quickly as is reasonably practicable, and barring any unusual circumstances, within thirty days of the date they are earned, but we cannot guarantee that payments will be paid out on any fixed timeline.

Your participation in the Franki Social Club is void if prohibited by law in your state or country of residence. The Franki Social Club Terms and Conditions are subject to change at any time and for other reason, including, but not limited to, changes necessary to comply with applicable laws or regulations.

Acceptance of the Olive Program Terms. Certain of the rewards made available to you through the Franki Social Club rely on a service offering from Olive (as defined below). By participating in the Franki Social Club, you agree to the Program Terms attached hereto as Exhibit A (the “Olive Program Terms”). In the event of any conflict between these Terms of Use and the Olive Program Terms that relates to the Franki Social Club, the Olive Program Terms will control.

Levels. The Franki Social Club offers multiple levels to participating Users. Everyone begins at level one, and you can advance to higher levels by successfully completing tasks, including offers from merchant partners, that will be made available to you through the Franki application. As you ascend to higher levels, you will be eligible for different activities that will allow you to earn rewards.

We may allow certain individuals to join the Franki Social Club at a higher level, or may allow certain individuals to increase in levels more rapidly, in our sole discretion.

Earned rewards that are subsequently determined by us to be invalid will not be considered in determining your level within the Franki Social Club. Franki may make such determinations in its sole discretion.

We may change the requirements for advancing to higher levels, for any reason or no reason, at any time with or without advance notice to you.

Rewards. Rewards can only be earned by participating Users of the Franki Social Club over the age of 18 who have connected a credit card or debit card to their Franki Social Club account.

As a member of the Franki Social Club in good standing, you will be presented through the Franki application with various offers to earn rewards. If you have already linked a credit card or debit card to your Franki Account through the Franki application, you will be able to earn rewards by accepting an offer and performing the actions through the Franki application required by such offer. The specific offers made available to you will depend on your location, on your Franki Social Club level, and on other factors which we may introduce from time to time in our sole discretion. Offers may be removed or modified at any time for any reason without notice to you, and if you have not completed the offer prior to its termination or expiration, you will not earn any reward for subsequently completing the action(s) required under such offer.

All applicable terms and conditions associated with an offer (which, if any, will be made available through the Franki application for each offer) must be met in order to qualify for the applicable reward.

After successfully completing an offer, you will be credited with the applicable reward after we have verified successful completion of the offer. We will process rewards in accordance with our then standard processing schedule, which we may change from time to time in our sole discretion, with or without notice to you. We reserve the right to change rewards or to hold back reward allocation for some period of time, or entirely, based on our determination of the validity of any purportedly earned reward.

From time to time we may also present you with the opportunities to earn rewards. For example, we may offer you the opportunity to earn rewards that impact your status within the Franki Social Club itself, by way of points or other metrics, or we may offer you the opportunity to earn additional CashBack rewards for referring a new member who joins the Franki Social Club. Each such reward opportunity is subject to any terms and conditions that accompany the reward opportunity, including any subsequent amendments to those terms and conditions. We may revise such terms and conditions at any time, including retroactively, or revoke a rewards opportunity entirely, in our sole discretion, with or without notice.
Disputes. If you have a problem or a dispute with us or with any of our merchant partners, you agree to comply with the Dispute Resolution procedures set forth in these Terms of Use.
Changes to Franki Social Club Terms and Conditions. We reserve the right to modify these Franki Social Club Terms and Conditions at any time, with or without a reason, and with or without prior notice, even though such changes may negatively impact your ability to participate in the Franki Social Club, including your achievement of, and ability to advance to, any particular level or any other reward offered through the Franki Social Club.

All offers for Rewards are for a limited time and only available while featured in the Franki application. We reserve the right to discontinue or change the Franki Social Club program, including changing, adding, or removing Reward types and the methods by which Users can earn and redeem Rewards, for any reason or no reason, without notice to you, in our sole discretion and at any time. Eligibility requirements for each Reward may change without prior warning so you must check the Franki application for the most up-to-date eligibility information. We may revoke Rewards at any time, for any reason, in our sole and absolute discretion, with or without advance notice to you.

Your continued participation in the Franki Social Club following any such change will constitute your acceptance of such changes. If you do not agree to such changes, you can cease using the Franki application and/or participating in the Franki Social Club.
Suspension/Termination.
1. Of the Franki Social Club. We reserve the right in our sole discretion to restrict the availability of, suspend, or terminate the Franki Social Club at any time, for any reason or no reason, with or without notice to you, and without any liability to you.
2. Of Your Participation in the Franki Social Club. We reserve the right in our sole discretion to suspend access to the Franki Social Club, or to disqualify from participation in the Franki Social Club altogether, for any Member who we reasonably believe has violated these Terms and Conditions or these Terms of Use. Fraudulent or other illegitimate uses of the Franki Social Club may be a violation of criminal or civil law, and in such event, we reserve the right to seek damages or bring criminal charges against such person to the fullest extent permitted by applicable law.
3. Of Reward Offerings. We reserve the right in our sole discretion to restrict the availability of, suspend, or terminate the offering of any specific type of reward at any time, for any reason or no reason, with or without notice to you, and without any liability to you.
4. Of Your Participation in any Reward Offering. We reserve the right in our sole discretion to suspend your access to any reward offering, or to disqualify you from participation in reward offerings altogether, if we reasonably believe you have violated the terms and conditions of such reward offering or of these Terms of Use.

Duplication with Other Reward Programs. If you are a member of any other third- party rewards programs, and you undertake an action through such other third- party rewards program with respect to any of our merchant partner(s), you will be ineligible to receive any reward through the Franki Social Club that is based on the same transaction with such merchant partner(s).

Use of Third Party Delivery Providers. If you place an order with any of our merchant partner(s) through a third-party delivery provider, you will be ineligible to receive any reward through the Franki Social Club that is based on the same transaction with such merchant partner(s).

Gigs

Gig Contest Rules
1. Eligibility. A gig (a “Contest” or “Gig”) is open to legal residents of the United States (including District of Columbia) over the age of 18 years, or over the age of 21 if the Contest is in a venue licensed to sell alcohol (each, an “Entrant”). Employees of Franki or any Affiliate of Franki, as well as the immediate family (spouse, parents, siblings and children) and household members of each such employee, are not eligible. The Contest is subject to all applicable federal, state, provincial, municipal, territorial and local laws and regulations and is void where prohibited.
2. Sponsor. The sponsor of each Gig is the business or venue that has posted the Contest or if not posted directly on a business profile page, the sponsor will be Franki (the “Sponsor”). This promotion is in no way sponsored, endorsed or administered by, or associated with Instagram, Facebook, YouTube, or any other social media platform.
3. Agreement to Official Rules. Participation in a Contest constitutes Entrant’s full and unconditional agreement to these Gig Contest rules as well as the Sponsor’s Gig rules, which are final and binding in all matters related to the Contest. Winning a prize is contingent upon fulfilling all requirements set forth herein and set by Sponsor. Entrant must have permission from all individuals that appear in the content submitted (each, a “Submission”) (if any) to use their name and/or likeness in the Submission and to grant the rights set forth below. If requested, Entrant must be able to provide such permissions in a form acceptable to Sponsor. The Submission must not contain brand names or trademarks, images, artwork other than those owned by Sponsor, which Entrant has a limited license to use to incorporate in his/her Submission in this Contest. The Submission must not contain material that is inappropriate, indecent, obscene, hateful, tortious, defamatory, slanderous or libelous. The Submission must not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age; and the Submission must not contain material that is unlawful, in violation of or contrary to the laws or regulations in any state where the Submission is created.
4. Limit. Each Entrant may upload one (1) Submission per Contest.

Sponsors’ Gig Rules. Each Gig will have specific rules and additional details as set by the Sponsor which will outline how each Contest will be judged. This may vary from Sponsor to Sponsor and from Gig to Gig and will be outlined on the Gig page associated with the applicable Gig within the Franki application.

Determination of Winner(s). After the contest period, the Sponsor in its sole discretion will select the winner based on the Gig rules as outlined on the Gig page associated with each Gig. The Sponsor reserves the right to select no winner if in its sole discretion, it does not receive a qualified Submission that meets the Gig Rules. All other aspects of winner determination are in the sole discretion of the Sponsor. The Gig rules will state the number of available prizes. If there is a limited number of prizes, then even if you successfully complete all of the requirements for prize eligibility, you may not earn a prize. In such event, the prize winner(s) will be determined by the Sponsor in its sole discretion.

Publicity. Acceptance of any prize shall constitute and signify each winner’s agreement and consent that Franki, its Affiliates, the Sponsor and its designees may use the winner’s name, city, state, likeness, photo (including your profile photo), Submission and/or prize information in connection with the Contest for promotional, advertising or other purposes, worldwide, in any and all media now known or hereafter devised, including the Internet, without limitation and without further payment, notification, permission or other consideration, except where prohibited by law.

Receipt of Earned Prizes. If you win a Gig prize, you can collect the prize by linking a credit card or debit card to your Franki Account.

After successfully winning a prize, we will award the prize in accordance with our then standard processing schedule, which we may change from time to time in our sole discretion, with or without notice to you. We reserve the right to hold back prize allocation for some period of time, or entirely, based on our determination of the validity of any purportedly earned prize, in accordance with applicable Gig rules.

Please note that Gig prizes may be considered taxable income by federal, state and/or local tax authorities, and winners will be responsible for reporting such income to such applicable tax authorities.
Changes to Gig Terms and Conditions. We reserve the right to modify our Gig terms and conditions any time, with or without a reason, upon reasonable notice to you (including by way of a message delivered through the Franki application), provided, however, that the terms and conditions applying to a specific Gig will not be modified.

Cash Back Rewards Program

Cash Back Rewards Program Rules.
1. Eligibility. To be eligible to earn cash back rewards (“CashBack Rewards”), you must be over 18 and must link a supported credit or debit card to your Franki Account (“Card”).
2. Earning CashBack Rewards. In order to earn CashBack Rewards, you must:
3. 1. Link a Card to your Franki Account;
  2. Click the applicable button to opt into the CashBack Reward in the Franki application before making a qualifying purchase;
  3. Within the period designated within the Franki application for opting in to the CashBack offer, make a qualifying purchase (“Purchase”) from the designated merchant partner using the linked Card, and
  4. Satisfy all other requirements for such offer outlined in the Franki application. We will determine, in our sole discretion, whether you have properly completed all of the requirements for any specific CashBack offer.
Restrictions. CashBack Rewards may be subject to a per transaction dollar limit, or to an aggregate dollar limit over a given period of time, in each case as may be set forth in the Franki application, which restrictions may be changed from time to time, with or without notice. Specific offers may include additional restrictions.

Access to Your Financial Information. You agree that we may receive certain transaction information from your linked Card, and we will use this information to enable your participation in the Program including verifying Purchases and providing you with the CashBack Rewards.

Receipt of CashBack Rewards. CashBack Rewards may not be provided until a certain time period has expired (for example, while the transaction settles), typically, this is between 5 and 10 business days, but it could be longer, in our sole discretion. If the transaction is credited, reversed, invalidated, disputed, or does not settle for any reason, then some or all pending CashBack Rewards will be removed from your Franki Account, as determined by us in our sole discretion. Certain purchases (or portions thereof) may not be eligible to receive CashBack Rewards, including, but not limited to gift cards, taxes, tips. Returned goods are not eligible to receive CashBack Rewards. We will, in our sole and absolute discretion, determine what portion of any purchase is eligible for a CashBack Reward.

Rewards. If you are a User in good standing, you will be presented through the Franki application with various offers to earn CashBack Rewards. If you have already linked a Card to your Franki Account through the Franki application, you will be able to earn CashBack Rewards by accepting an offer and performing the actions through the Franki application required by such offer. The specific CashBack Rewards offers made available to you will depend on your location, on your Franki Social Club level (if any), and on other factors which we may introduce from time to time in our sole discretion. CashBack Rewards offers may be removed or modified at any time for any reason without notice to you, and if you have not completed the offer prior to its termination or expiration, you will not earn any CashBack Rewards for subsequently completing the action(s) required under such offer.

All applicable terms and conditions associated with an offer (which, if any, will be made available through the Franki application for each offer) must be met in order to qualify for the applicable CashBack Reward.

After successfully completing an offer, you will be credited with the applicable CashBack Reward after we have verified successful completion of the offer. We will process CashBack Rewards in accordance with our then standard processing schedule, which we may change from time to time in our sole discretion, with or without notice to you. We reserve the right to change rewards or to hold back CashBack Reward allocation for some period of time, or entirely, based on our determination of the validity of any purportedly earned CashBack Reward.
Changes to CashBack Terms and Conditions. We reserve the right to modify the CashBack Reward terms and conditions at any time, with or without a reason, upon reasonable notice to you (including by way of a message delivered through the Franki application), even though such changes may negatively impact your ability to participate in and earn CashBack Rewards.

All offers for CashBack Rewards are for a limited time and only available while featured in the Franki application. We reserve the right to discontinue or change the CashBack Rewards program, for any reason or no reason, without notice to you, in our sole discretion and at any time. Eligibility requirements for each CashBack Reward may change without prior warning so you must check the Franki application for the most up-to-date eligibility information. We may revoke CashBack Rewards at any time, for any reason, in our sole and absolute discretion, with or without advance notice to you.

Your continued participation in CashBack Reward offers following any such change will constitute your acceptance of such changes. If you do not agree to such changes, you can cease using the Franki application and/or participating in any CashBack Reward offers.

Video Rewards

Eligibility. To be eligible to earn rewards for uploading videos through the Franki application (“Video Rewards”), you must be over 18 and must link a Card to your Franki Account.
Earning Video Rewards. In order to earn Video Rewards, you must:
1. Make a video that meets all of the requirements for the applicable Video Reward;
2. Upload the video from your device by clicking the applicable button to opt into the Video Reward in the Franki application for a participating merchant partner; and
3. Satisfy all other requirements for Video Rewards outlined in the Franki application. We will determine, in our sole discretion, whether you have properly completed all of the requirements for any specific Video Reward.
License to Use Uploaded Video. Any video that you upload into the Franki application, whether in pursuit of a Video Reward or not, is considered to be Content under these Terms of Use and shall be subject to the Content licensing provisions herein.
Receipt of Video Rewards. Video Rewards may not be provided until a certain time period has expired (for example, while we confirm that the video meets all requirements for the applicable Video Reward), typically, this is between 5 and 10 business days, but it could be longer, in our sole discretion. If we determine that the uploaded video does not meet the requirements, then you will not receive the Video Reward. We will, in our sole and absolute discretion, determine what portion of any purchase is eligible for a Video Reward.
Rewards. If you are a Franki application User in good standing and have reached the applicable Franki Social Club level, you may be presented through the Franki application with various offers to earn Video Rewards. If you have already linked a Card to your Franki Account through the Franki application, you will be able to earn Video Rewards by accepting a Video Rewards offer and performing the actions through the Franki application required by such offer. The specific Video Rewards offers made available to you will depend on your location, on your Franki Social Club level (if any), and on other factors which we may introduce from time to time in our sole discretion. Video Rewards offers may be removed or modified at any time for any reason without notice to you, and if you have not completed the offer prior to its termination or expiration, you will not earn any Video Rewards for subsequently completing the action(s) required under such offer.

All applicable terms and conditions associated with a Video Rewards offer (which, if any, will be made available through the Franki application for each offer) must be met in order to qualify for the applicable Video Reward.

After successfully completing Video Rewards offer, you will be credited with the applicable Video Reward after we have verified successful completion of the offer. We will process Video Rewards in accordance with our then standard processing schedule, which we may change from time to time in our sole discretion, with or without notice to you. We reserve the right to change rewards or to hold back reward allocation for some period of time, or entirely, based on our determination of the validity of any purportedly earned reward.
Changes to Video Rewards Terms and Conditions. We reserve the right to modify these Video Rewards terms and conditions at any time, with or without a reason, upon reasonable notice to you (including by way of a message delivered through the Franki application), even though such changes may negatively impact your ability to earn Video Rewards.

All offers for Video Rewards are for a limited time and only available while featured in the Franki application. We reserve the right to discontinue or change the Video Rewards program, for any reason or no reason, without notice to you, in our sole discretion and at any time. Eligibility requirements for each Reward may change without prior warning so you must check the Franki application for the most up-to-date eligibility information. We may revoke Rewards at any time, for any reason, in our sole and absolute discretion, with or without advance notice to you.

Your continued participation in any Video Rewards following any such change will constitute your acceptance of such changes. If you do not agree to such changes, you can cease using the Franki application and/or participating in any Video Rewards offers.

Adventures

An Adventure is an offer that provides you with the opportunity to earn a reward (an “Adventure Reward”) by successfully completing multiple tasks within a set period of time.

Eligibility. To be eligible to earn Adventure Rewards, you must be over 18 and must link a Card to your Franki Account.
Earning Adventure Rewards. In order to earn an Adventure Reward, you must:
1. Click the applicable button to opt into the Adventure in the Franki application;
2. Successfully complete each of the tasks included in such Adventure Reward offer within the set time period; and
3. Satisfy all other requirements for such offer outlined in the Franki application. We will determine, in our sole discretion, whether you have successfully completed each of the required tasks within the required time frame.
Receipt of Adventure Rewards. Adventure Rewards may not be provided until a certain time period has expired (for example, while we determine whether you have successfully completed the tasks required for such Adventure Reward), typically, this is between 5 and 10 business days, but it could be longer, in our sole discretion.
Rewards. If you are a User in good standing and have reached the applicable Franki Social Club level, you may be presented through the Franki application with various offers to earn Adventure Rewards. If you have already linked a Card to your Franki Account through the Franki application, you will be able to earn adventure rewards by accepting an offer and performing the actions through the Franki application required by such offer. The specific Adventure Reward offers made available to you will depend on your location, on your Franki Social Club level (if any), and on other factors which we may introduce from time to time in our sole discretion. Adventure Reward offers may be removed or modified at any time for any reason without notice to you, and if you have not completed the offer prior to its termination or expiration, you will not earn any Adventure Reward for subsequently completing the action(s) required under such offer.

All applicable terms and conditions associated with an Adventure Rewards offer (which, if any, will be made available through the Franki application for each offer) must be met in order to qualify for the applicable Adventure Reward.

After successfully completing an Adventure Rewards offer, you will be credited with the applicable Adventure Reward after we have verified successful completion of the offer. We will process Adventure Rewards in accordance with our then standard processing schedule, which we may change from time to time in our sole discretion, with or without notice to you. We reserve the right to change rewards or to hold back Adventure Reward allocation for some period of time, or entirely, based on our determination of the validity of any purportedly earned reward.
Changes to Adventure Program Terms and Conditions. We reserve the right to modify these Adventure program terms and conditions at any time, with or without a reason, upon reasonable notice to you (including by way of a message delivered through the Franki application), even though such changes may negatively impact your ability to participate in and earn Adventure Rewards.

All offers for Adventure Rewards are for a limited time and only available while featured in the Franki application. We reserve the right to discontinue or change the Adventure program, for any reason or no reason, without notice to you, in our sole discretion and at any time. Eligibility requirements for each Adventure Reward may change without prior warning so you must check the Franki application for the most up-to-date eligibility information. We may revoke Adventure Rewards at any time, for any reason, in our sole and absolute discretion, with or without advance notice to you.

Your continued participation in the Adventure program following any such change will constitute your acceptance of such changes. If you do not agree to such changes, you can cease using the Franki application and/or participating in any Adventure Reward offer.

Copyright and Other Intellectual Property Violations

Complaints regarding posted Content

We respect other people's intellectual property rights and expect you to do the same. In order to improve our Users’ experience on the Service, we allow Users to post Content relating to our merchant partners. We do so with the understanding that all Users will respect the intellectual property rights of the rightful owners of each aspect of any posted Content. These Terms of Use therefore require that any Content (or other information) uploaded by you to the Service be accurate, lawful and not in violation of the rights of any third parties.

If you believe that your intellectual property rights have been infringed upon by any Content uploaded to the Service, please follow the process set forth below under the heading “Notice of Copyright Infringement”.

If you believe that Content you posted to the Service was improperly flagged as infringing on a third party’s intellectual property rights, please follow the process set forth below under the heading “Counter-Notice”.

Any notice or counter-notice that you submit must be truthful and is submitted under penalty of perjury. If you submit a false notice or counter-notice, you may be personally liable for damages. You may therefore want to seek the advice of legal counsel before submitting a notice or a counter-notice.

We reserve the right, whether or not we remove or alter infringing content, to notify the User that posted the allegedly infringing Content about a submitted infringement notice, and may provide information from the notice (including, potentially, the contact information of the person submitting the notice). It is our policy, in appropriate circumstances and in our discretion, to suspend and/or terminate the accounts of Users who infringe or repeatedly infringe the rights of others or otherwise post unlawful content.

Claims regarding copyright infringement

Notice of Copyright Infringement:

Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), we have implemented a procedure for receiving written notification of claimed copyright infringements. We have designated our legal department as an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may complete and submit a Notice of Copyright Infringement, which contains:
1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that you claim has been infringed;
3. A description specifying the location on our website of the material that you claim is infringing;
4. Your email address and your mailing address and/or telephone number;
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please submit your notice to our agent at legal@frankiapp.com.

Or contact us by mail at:

Franki Inc.
ATTN: Copyright Agent
Legal Department
100 Wilshire Boulevard
Santa Monica, CA 90401
USA

Counter-Notice:

If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a counter-notice, pursuant to Sections 512(g)(2) and (3) of the Digital Millennium Copyright Act, which contains:

1. Your physical or electronic signature;
2. Identification of the material removed or to which access has been disabled;
3. A statement under penalty of perjury that you have a good faith belief that removal or disablement of the material was a mistake or that the material was misidentified;
4. Your full name, your email address, your mailing address, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the Central District of California (Los Angeles County), if your address is located outside the United States, and that you will accept service of process from the Complainant submitting the notice or his/her authorized agent.

Please submit your Counter-Notice to LinkedIn’s Copyright Agent at legal@frankiapp.com.

Or contact us by mail at:

Franki Inc.
ATTN: Copyright Agent
Legal Department
100 Wilshire Boulevard
Santa Monica, CA 90401
USA

Notices regarding Content other than copyright infringement

For issues other than copyright infringement, including inappropriate Content, please submit a written communication which contains:

1. A description of the Content and the reason that you have submitted your notice;
2. A description specifying the location on our website of the Content giving rise to your notice; and
3. Your email address and your mailing address and/or telephone number.

Disclaimer of Warranties

THE SERVICE, INCLUDING, WITHOUT LIMITATION, FRANKI CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE FRANKI CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO FRANKI OR VIA THE SERVICE. IN ADDITION, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

WE DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND WE SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

BY ACCESSING OR USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

WE DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

Limitation of Liability; Waiver; Release

UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE FRANKI CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY US OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; (H) ANY DETERMINATION OF ELIGIBILITY FOR, OR RECEIPT OF, ANY REWARD OR OTHER BENEFIT UNDER THE FRANKI SOCIAL CLUB; (I) ANY ASPECT OF A GIG, INCLUDING (1) ANY INCORRECT OR INACCURATE INFORMATION, WHETHER CAUSED BY ENTRANT, PRINTING, TYPOGRAPHICAL OR OTHER ERRORS OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE CONTEST; (2) TECHNICAL FAILURES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO MALFUNCTIONS, INTERRUPTIONS, OR DISCONNECTIONS IN PHONE LINES OR NETWORK HARDWARE OR SOFTWARE; (3) UNAUTHORIZED HUMAN INTERVENTION IN ANY PART OF THE SUBMISSION PROCESS OR THE CONTEST; (4) PRINTING, TYPOGRAPHICAL, TECHNICAL, COMPUTER, NETWORK OR HUMAN ERROR WHICH MAY OCCUR IN THE ADMINISTRATION OF THE CONTEST, THE UPLOADING, THE PROCESSING OR JUDGING OF SUBMISSIONS, AND THE CONTEST-RELATED MATERIALS; (5) LATE, LOST, UNDELIVERABLE, DAMAGED OR STOLEN MAIL; (6) ANY INJURY OR DAMAGE TO PERSONS OR PROPERTY WHICH MAY BE CAUSED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM ENTRANT’S PARTICIPATION IN THE CONTEST OR RECEIPT OR USE OR MISUSE OF ANY PRIZE (INCLUDING ANY TRAVEL/ACTIVITY RELATED THERETO); (7) MISDIRECTED OR UNDELIVERABLE SUBMISSIONS; (8) ANY TECHNICAL PROBLEMS, MALFUNCTIONS OF COMPUTER SYSTEMS, SERVERS, PROVIDERS, HARDWARE/SOFTWARE, LOST OR UNAVAILABLE NETWORK CONNECTIONS OR FAILED, INCOMPLETE, GARBLED OR DELAYED COMPUTER TRANSMISSION OR ANY COMBINATION THEREOF; OR (9) ANY UNAUTHORIZED THIRD PARTY USE OF ANY SUBMISSION; OR (J) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL WE BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF OUR ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY FRANKI OR ITS AFFILIATES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY FRANKI OR ITS AFFILIATES.

BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE FRANKI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, AGENTS, GIG SPONSORS, SUPPLIERS, VENDORS AND PARTNER BUSINESSES FROM ALL LIABILITY ARISING OR RELATED TO YOUR USE OF THE SYSTEM, INCLUDING, WITHOUT LIMITATION, YOUR PARTICIPATION IN THE FRANKI SOCIAL CLUB, OTHER THAN WHERE SUCH LIABILITY WAS CAUSED OR CONTRIBUTED TO BY OUR NEGLIGENT OR FRAUDULENT ACT.

FRANKI’S VENDORS, SUPPLIERS AND PARTNER BUSINESSES ARE IN NO WAY RESPONSIBLE FOR THE OPERATION OR ADMINISTRATION OF THE SERVICE, AND BY PARTICIPATING IN THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE FRANKI SOCIAL CLUB, YOU WAIVE ANY CLAIM AGAINST ANY SUCH VENDOR, SUPPLIER OR PARTNER BUSINESSES RELATING TO YOUR USE OF THE SERVICE, OTHER THAN WHERE SUCH LIABILITY WAS CAUSED OR CONTRIBUTED TO BY A NEGLIGENT OR FRAUDULENT ACT OF SUCH VENDOR, SUPPLIER OR PARTNER BUSINESS.

Indemnification

You (and any third-party for whom you operate an account or activity on the Service) agree to defend (at our request), indemnify and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will fully cooperate as we may require in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.

Dispute Resolution

Procedures. If you have a problem or a dispute with us or with any of our merchant partners or any party relating to your relationship with us, we will try to resolve your concerns. You agree that you will give us an opportunity to resolve any claim or dispute by contacting our customer service team at support@frankiapp.com or through the Franki application. You agree to give us not less than thirty days to adequately resolve such problem or dispute before taking any other action to address the problem or dispute. If we are unsuccessful in resolving your problem or dispute within such period, you agree that any further action on your part in connection with such problem or dispute must be in accordance with the Arbitration rules set forth below.

Arbitration. Except if you opt out or for disputes relating to: (1) your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); or (2) violations of provisions 14 or 15 of the Basic Terms, above (“Excluded Disputes”), or any DMCA claim, you agree that all disputes between you and us (whether or not such dispute involves a third party) with regard to your relationship with us, including without limitation disputes related to these Terms of Use, your use of the Service, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration in Los Angeles County, California under the American Arbitration Association's rules for arbitration of consumer-related disputes.

The arbitrator shall be:

1. A retired judge familiar with Delaware law; or
2. A lawyer with 10 years of active practice in the area of ecommerce and online content distribution and Delaware law.

This arbitration agreement will survive the termination of your relationship with us.

Judgment on any arbitration award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Class, Collective and Representative Action Waiver. Each of us and you agree that any dispute will only be arbitrated on an individual basis and that each waives the right to participate in or receive compensation from any class, collective, consolidated or representative proceeding, including but not limited to any claim brought in a private attorney general capacity. Neither we nor you may bring a claim on behalf of other individuals; any arbitrator hearing a dispute between us and you may not combine more than one individual’s claim or claims into a single case or to arbitrate any form of a class, collective or representative proceeding. Should any portion of the foregoing waiver be found invalid, the remaining portion that is valid will be enforced to the fullest extent allowed by applicable law.

Right to Opt Out of Binding Arbitration.

You may opt out of this agreement to arbitrate. If you do so, neither we nor you can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision by sending a letter to:

Franki Inc.

100 Wilshire Boulevard
Santa Monica, CA 90401

Attn: Arbitration Opt-Out Notices

The Opt-Out Notice must include your name, your residential address, the email address you use for your Franki Account, and a clear statement that you want to opt out of this arbitration agreement.

Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
Governing Law & Venue. These Terms of Use are governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms of Use, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with us exclusively in a state or federal court located in Los Angeles County, California, and to submit to the personal jurisdiction of the courts located in for the purpose of litigating all such disputes.
Revision/Survival. We reserve the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all your transactions with us.

Arbitration Procedures. The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the Hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision.

The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).

In any arbitration arising out of or related to this Agreement, the arbitrator(s) are not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages.

In any arbitration arising out of or related to this Agreement, the arbitrator(s) may not award any incidental, indirect or consequential damages, including damages for lost profits.

In any arbitration arising out of or related to this Agreement, the arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.

If the arbitrator(s) determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.

The Parties adopt and agree to implement the AAA Optional Appellate Arbitration Rules (as they exist on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement.

Discovery

In any arbitration arising out of or related to this Agreement:

1. There shall be no interrogatories or requests to admit.
2. Each side may take two (2) discovery depositions. Each side's depositions are to consume no more than a total of ten (10) hours. There are to be no speaking objections at the depositions, except to preserve privilege. The total period for the taking of depositions shall not exceed six (6) weeks.
3. Requests for documents:
4. 1. Shall be limited to documents which are directly relevant to significant issues in the case or to the case's outcome;
  2. Shall be restricted in terms of time frame, subject matter and persons or entities to which the requests pertain; and
  3. Shall not include broad phraseology such as "all documents directly or indirectly related to."
5. E-Discovery:
6. 1. There shall be production of electronic documents only from sources used in the ordinary course of business. Absent a showing of compelling need, no such documents are required to be produced from backup servers, tapes or other media.
  2. Absent a showing of compelling need, the production of electronic documents shall normally be made on the basis of generally available technology in a searchable format which is usable by the party receiving the e-documents and convenient and economical for the producing party. Absent a showing of compelling need, the parties need not produce metadata, with the exception of header fields for email correspondence.
  3. The description of custodians from whom electronic documents may be collected shall be narrowly tailored to include only those individuals whose electronic documents may reasonably be expected to contain evidence that is material to the dispute.
  4. Where the costs and burdens of e-discovery are disproportionate to the nature of the dispute or to the amount in controversy, or to the relevance of the materials requested, the arbitrator will either deny such requests or order disclosure on condition that the requesting party advance the reasonable cost of production to the other side, subject to the allocation of costs in the final award.

Dispositive Motions

In any arbitration arising out of or related to this Agreement:

1. Any party wishing to make a dispositive motion shall first submit a brief letter (not exceeding five pages) explaining why the motion has merit and why it would speed the proceeding and make it more cost-effective. The other side shall have a brief period within which to respond.
2. Based on the letters, the arbitrator will decide whether to proceed with more comprehensive briefing and argument on the proposed motion.
3. If the arbitrator decides to go forward with the motion, he/she will place page limits on the briefs and set an accelerated schedule for the disposition of the motion.
4. Under ordinary circumstances, the pendency of such a motion will not serve to stay any aspect of the arbitration or adjourn any pending deadlines.

Deadlines for Completion of Arbitration and Interim Phases

The following time limits are to apply to any arbitration arising out of or related to this Agreement:

1. Discovery is to be completed within 90 days of the service of the arbitration demand.
2. The evidentiary hearing on the merits ("Hearing") is to commence within 180 days of the service of the arbitration demand.
3. At the Hearing, each side is to be allotted 2 days for presentation of direct evidence and for cross examination.
4. A brief, reasoned award is to be rendered within 45 days of the close of the Hearing or within 45 days of service of post-hearing briefs if the arbitrator(s) direct the service of such briefs.

The arbitrator(s) must agree to the foregoing deadlines before accepting appointment.

Failure to meet any of the foregoing deadlines will not render the award invalid, unenforceable or subject to being vacated. The arbitrator(s), however, may impose appropriate sanctions and draw appropriate adverse inferences against the party primarily responsible for the failure to meet any such deadlines.

General Provisions

These Terms of Use constitute the entire agreement between you and us and governs your use of the Service, superseding any prior agreements between you and Franki or any of its Affiliates.

If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity.

You will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Franki or its applicable Affiliate. Any purported assignment or delegation by you without the appropriate prior written consent of Franki or its applicable Affiliate, will be null and void. Franki may assign these Terms of Use or any rights hereunder without your consent.

If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms of Use remain in full force and effect.

Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. No waiver of any of these Terms of Use will be deemed a further or continuing waiver of such term or condition or any other term or condition.

Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Use, and these Terms of Use do not confer any third-party beneficiary rights.

These Terms of Use were written in English (US). To the extent any translated version of these Terms of Use conflicts with the English version, the English version shall control.

Territorial Restrictions/Export Controls

The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Franki or its Affiliates to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provides.

Software related to or made available by the Service may be subject to United States export controls. Thus, no software from the Service may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

Exhibit A

Olive Program Terms

Program Terms

The Franki Cashback Program (the “Program”) is offered to our valued Franki Social Club Users (“you” or “your” as context dictates) by Franki Inc. (“we”, “us” or “our” as context dictates) pursuant to the terms and conditions (the “Program Terms”) stated below.

We use third-party technology and services provided by Olive Group Ltd (“Program Vendor”) to provide you the functionality of the Program. These Program Terms incorporate the terms and conditions of the Program Vendor, including certain privacy policies, that such third-parties require us and any end-users to abide by. You agree to abide by the Program Terms and understand that such providers are third-party beneficiaries under the Program Terms and will have the ability to claim damages against you if you breach the Program Terms.

Please carefully read these Program Terms along with our Privacy Policy as they are legally binding and have sections that contain important information about your rights and obligations in respect of the Program (including use, legal rights and liability, and your obligations and matters related to disputes, including the exclusive use of arbitration to resolve disputes). All capitalized terms, unless otherwise defined in the body of the Program Terms, are defined at the end of the Program Terms. By enrolling in and/or utilizing the Programs, you agree to be bound by the Program Terms and our privacy policy. If you do not agree with the Program Terms please do not enroll in the Program.

Definitions.

The following definitions apply only to these Program Terms. Similar or identical defined terms defined in the Terms of Use shall have the meanings ascribed to them in the Terms of Use.

“Card” means an Eligible Card and an “Enrolled Card” is such an Eligible Card that has been registered for the Program by you under a Program Account.

“Card-linked Offer” or “Offer” means an offer to you from participating Merchants that is available via the Program and is redeemed in association with a Merchant by using your Enrolled Card.

“Cashback Reward” the amount paid out to you when you complete a Qualifying Transaction for a Card-linked Offer.

“Click Offer” means an offer to you from a participating Merchants that is made available via the Program and is redeemed using a coupon, voucher or redemption code provided to you through the Program.

“Eligible Card” means any Visa card, except without limitation, Visa Buxx, Flexible Spending Account (FSA) Visa cards, EBT Visa cards and other Visa- branded cards whose transactions are not processed through the Visa U.S.A. payment system, and any Mastercard card processed through the Mastercard payment system.

“Merchant” means a third-party business.

“Offer” means a Cashback Reward, Click Reward or Matching made available to you in the Program by a Merchant.

“Party” means either you or us, and “Parties” means both you and us.

“Payment Network” or “Payment Network Provider” means Visa, Mastercard and other payment network companies which participate in the Program.

“Program Account” means the account that you set up to be entitled to receive card-linked Cashback Rewards.

“Program-Use Data” means any data calculated by the Program as required to provide the benefits of the Program. Program Use Data and that may or may not be based on transaction data provided by the corresponding Payment Network for an Enrolled Card.

“Qualifying Transactions” means a purchase in connection with an Offer and made with an Enrolled Card that, in our sole discretion, satisfies all the requirements of the Offer. Qualifying Transactions made with an Enrolled Card while the card is not in Good Standing will not accrue any rewards. An Enrolled Card will be in “Good Standing” if it (1) is in an active status and (2) is not lost or stolen. If you make a Qualifying Transaction in part with your Enrolled Card and in part with another form of payment, you must meet the terms of the Offer in the part of the purchase made with your Enrolled Card. You will only earn rewards on the part of the purchase made with your Enrolled Card.

“Website” means a website, any subdomains or an app that we utilize to offer you the Program.

Understanding our Role. By participating in the Program you are choosing to use the Program to calculate a cashback amount to receive from purchases with Merchants, and to accept certain Offers from Merchants that reward you for making certain transactions. Various parties’ technology and services collectively allow us to provide you these benefits. Nothing under the Program Terms in any way reduces your obligations and rights under separate terms and conditions for your credit card or other services that you may be subscribed to with us or with third-parties.

We and our licensors do not make any particular suggestion or recommendation to you in respect of how you avail yourself of the Program. See the “Additional Disclaimer” section below for further limitations.

Right to Use & Grants.
1. Subject to your compliance with the Program Terms, we grant you a non-sublicensable, non-transferable, non-exclusive, limited and revocable right to access the Program.
2. You grant us and our third-party licensors and service providers the right to access and utilize your Program-Use Data to provide you with the agreed-upon benefits under the Program, including receipt of targeted, complementary and/or location-based offers presented via e-mail, push notifications, or through advertisements on other sites and mobile applications by us or the third-parties involved in the Program including Merchants, in compliance with our privacy policy.
3. You grant us and our licensors the right to use Program-Use Data for the purposes of improving services and the program. We do not sell your information, including your Program-Use Data, Card enrolment data or other participation information that would be identifiable of you.
4. If, at our request, you send certain specific submissions or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by e-mail, by postal mail, or otherwise (collectively, “Comments”), you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, delete, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Comments throughout the world in any media, now known or later developed, for any purpose whatsoever, commercial or otherwise, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence, and you waive any and all moral rights in such comments.
5. You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of any of our or our licensors’ websites. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third-party.
6. We and our licensors reserve all intellectual property rights in all elements (including but not limited to design, all text, graphics, content, video, logos, audio and the selection and arrangement of the foregoing) of the websites associated with the Program. You agree not to reproduce, duplicate, copy, sell, resell or exploit any content or feature on the Website.
Program Participation Conditions. The following conditions apply to you during your participation in the Program:
1. you must register for a Program Account on our Website and inform us promptly of any changes to the information provided in the creation of your Program Account;
2. you must manage your Program Account credentials and keep them confidential and inform us if the security of your credentials has been compromised. We may require you to reset your password or take other steps to protect your Program Account. We retain the right to take other actions as needed in respect of your Program Account;
3. if any communication you receive looks suspicious or has hyperlinks that you do not expect, do not open the communication or click the hyperlink. Instead, email us at support@frankiapp.com.
4. only the Program Account holder can enroll their Card in the Program;
5. if your Enrolled Card is cancelled or expires, you must update the Program Account with current information in order to be eligible to receive benefits under the Program; and
6. you may cease participation in the Program at any time by deactivating your Program Account which will release you from our Program Terms. You may deactivate your Program Account by deactivating your Enrolled Cards in the Program settings. As part of the process of deactivating your Program Account, you must ensure that all Enrolled Cards have been unenrolled.
Program Mechanics. Program participation automatically entitles each transaction completed with the Enrolled Card to be considered for eligibility for all Offers available under the Program. The Offers made available within the Program have the following specifications:
1. Cashback Rewards
2. 1. When you use your Enrolled Card in a transaction that qualifies for an Offer (as determined by the Payment Network), the Cashback Rewards you earn will be credited to your Program Account by the Program. Only Eligible Cards (e.g. Visa, Mastercard, and other eligible credit cards, and certain Visa and Mastercard debit cards that do not use pin pad for the transaction) are eligible to be enrolled in and benefit from the program. The list of eligible cards may change from time to time without any liability to you.
  2. Cashback Rewards credited to your Program Account will be transferred to your Program Account. Generally, Cashback Rewards will be credited to your Program Account within 30 days of the Qualifying Transaction. However, we will not be liable for any indirect, incidental, consequential, exemplary, punitive, or special damages resulting from any failure to post Rewards to your account in a timely manner. You acknowledge and accept that you are solely responsible for checking your Program Account regularly to verify that Cashback Rewards have been properly posted.
  3. Unless otherwise specified in the Program Terms or in an Offer, the amount of Cashback Rewards will be calculated based on the entire amount spent on an Enrolled Card in a transaction. The Merchant may stipulate a maximum eligible Cashback Reward amount or include or eliminate gratuity amounts from the total amount spent on a given transaction by an Enrolled Card for the purposes of calculating Cashback Rewards. Please read the details of any Offer that you wish to avail yourself of in respect of your Enrolled Card transaction to ensure you fully understand the Offer.
3. Matching
4. 1. When you use your Enrolled Card in a transaction and earn a Cashback Reward, the Program Vendor may use the calculated contribution amount to further calculate a Matched Amount. Matched Amounts may be paid by a Merchant partner as a reward to you for participating in the Program.
5. Click Offers
6. 1. Click Offers are digital vouchers, coupons, or codes provided for use at the point of sale. Terms of Click Offers are indicated in the text of the Offer and are subject to Merchant discretion. Click Offers have no monetary value.
Forfeiture or Reversal of Rewards: For rewards earned with an Enrolled Card, if you close the account that would be eligible to receive Rewards, then any rewards that have not been posted will be forfeited. In our sole discretion, we may deduct Rewards from your Eligible Account in order to make adjustments for returns and cancellations with respect to Qualifying Transactions. In the event that you are awarded Rewards from a Qualifying Transaction and subsequently reverse the transaction with a Merchant that generated such Rewards, or otherwise are required to return the Rewards pursuant to the terms of the applicable Offer, whether or not you are still participating in the Program, you will remain solely responsible for the repayment of the Rewards credited from such purchase. In addition to any other rights we may have to recover such funds, we may apply future Rewards made for your benefit against such obligation. In the event you fail to repay such amount, we reserve the right to take any and all legal action necessary to collect the Rewards from you, including but not limited to pursuing such claim in a court of law. We reserve the right to rescind Rewards and to bar further Rewards to, or terminate the participation of, any participant that we believe, in our sole discretion, is abusing or has abused the Program, including, without limitation, by engaging in a pattern of returning products after any corresponding Rewards have been credited, or creating or attempting to create or participating in any market in Rewards, or promoting or encouraging similar behavior by other individuals (“Improper Activity”). You are not entitled to compensation from us, Program Vendor, nor the Merchant from whom you made the applicable purchase, or any other entity, in the event your Rewards are forfeited or reversed.
Indemnification. You agree to indemnify, defend, and hold us, our affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors, and permitted assigns, and their licensors and the Program Vendor, Visa and Mastercard harmless from losses that arise from third-party claims in relation to your breach of the Program Terms, or any fraud or other breach of laws by you.
Limitation of Liability. IN NO EVENT WILL WE OR OUR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF USE, DATA, INFORMATION, OR REVENUE, PROFITS OR BUSINESS INTERRUPTION, WHATSOEVER IN RELATION TO OR ARISING UNDER THE PROGRAM TERMS, WHETHER SUCH DAMAGES ARE BASED IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, IF WE AND/OR OUR LICENSORS, OR PROGRAM VENDOR, OR VISA OR MASTERCARD SHOULD BE FOUND LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT ARISES OUT OF OR IS IN ANY CONNECTED WITH THE PROGRAM, SUCH PARTIES’ CUMULATIVE LIABILITY WILL IN NO EVENT EXCEED CAD$100.

Additional Disclaimers. You waive and release us, our affiliates, licensors and their subsidiaries, affiliates, partners, officers, directors, employees and agents from any liabilities arising from or related to any act or omission of a Merchant in connection with your use or redemption of the program or the goods, services or experiences that a Merchant provides in connection with the Program.

THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”, AND WE AND OUR AFFILIATES, LICENSORS AND SUPPLIERS, INCLUDING THE PROGRAM VENDOR, VISA AND MASTERCARD, EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.

WE DO NOT WARRANT ANY THIRD-PARTY, ITS PRODUCTS, OR SERVICES, INCLUDING THIRD-PARTY LINKS. WE DO NOT VERIFY THE ACCURACY OR RELIABILITY OF ANY INFORMATION ON ANY THIRD-PARTY PROPERTY, INCLUDING MATERIALS AND ANY PERSON’S COMMENTS ON ANY SITE, AND DO NOT REVIEW, APPROVE, MONITOR, ENDORSE, WARRANT, OR MAKE ANY REPRESENTATIONS OF ANY KIND IN RESPECT OF SUCH MATERIALS.

YOUR ONLY REMEDY WITH RESPECT TO ANY DISSATISFACTION WITH THE PROGRAM, OTHER SERVICES OR ANY MATERIALS, WILL BE TO CANCEL YOUR PROGRAM ACCOUNT AND TO STOP USING THE PROGRAM.

Term. These Program Terms and the license granted hereunder shall remain in effect until terminated as set forth herein. Term does not end until all Cards are unenrolled from the Program and your Program Account is deactivated.
Termination and Suspension of Program. The terms for Card-linked Offers may change, or the Offer may expire or terminate at any time without additional obligation to you. Neither we nor our licensors or third-party service providers involved in the Program shall be liable to you for any suspension, modification or termination of a Card-linked Offer or the Program.

Without limiting anything else in the Program Terms, we reserve the right, in our sole discretion, to suspend or terminate your participation in one or more Card-linked Offers if we suspect that any information you provide is inaccurate or incomplete, or you fail to meet the eligibility requirements, fail to comply with the terms of any Offers or otherwise violate the Program Terms.

Upon cancellation, termination or deactivation of your Program Account, (i) all rights, licenses, consents and authorizations granted to you pursuant to the Program Terms shall immediately terminate, and (ii) we may pay out any amounts to which you are entitled in respect of monies present in your Program Account.

Notwithstanding anything to the contrary in the Program Terms, with respect to information and materials in our possession or control at the time of cancellation, termination or deactivation of your Program Account: (i) we may retain your data in our backup, archive and disaster recovery systems until such data is deleted in the ordinary course; and (ii) all information and materials described in the foregoing clause shall remain subject to all confidentiality, security and other applicable requirements of the Program Terms.

Miscellaneous.
1. Governing Law. These Program Terms and all related documents, and all matters arising out of or relating to these Program Terms are governed by, and construed in accordance with, the laws of the State of Delaware and the federal laws of the United States applicable therein, without giving effect to any choice or conflict of law provision or rule. These Program Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
2. Dispute Resolution through Arbitration. All disputes, disagreements, controversies, questions or claims arising out of or relating to the Program Terms, including with respect to its formation, execution, validity, application, interpretation, performance, breach, termination or enforcement, (“Disputes”), will be conducted in accordance with the Section “Dispute Resolution” in the Terms of Use.
3. Interim Relief. Prior to the appointment of the Arbitrator, the Parties may apply to the courts for interim relief. A request for interim relief by a Party to court will not be considered to be incompatible with Section 11 or as a waiver of that provision.
4. Declaratory Relief. The Arbitrator may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Subject to the exception set out in respect of the parties who may be a named party to a claim, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND US AND OUR LICENSORS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the Arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or group proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
5. Force Majeure. We will not be responsible or liable to you, or deemed in default or breach hereunder by reason of any failure or delay in the performance of our obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, hostilities, war, terrorist attack, embargo, natural disaster, epidemics, pandemics, acts of God, flood, tsunami, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or your equipment, loss and destruction of property or any other circumstances or causes beyond our reasonable control.
6. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand; (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the second day after the date mailed , by certified or registered mail, return receipt requested, postage prepaid. Communications to us are to be provided to us at the notice address set forth in the Terms of Use. We will communicate notices to you via the information you provide us with for the purposes of providing notice.
7. Entire Agreement. These Program Terms, together with all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
8. Successors and Assigns; Third-Party Beneficiaries. Except for the Program Vendor, which shall be a third-party beneficiary under the Program Terms, the Program Terms are for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Program Terms.
9. Amendments and Modifications. The Program Terms may be amended, modified or supplemented from time to time by us in writing and notice will be provided to you upon any such changes occurring. You may not amend, modify or supplement the Program Terms in any way without a signed written agreement of both you and us. Any attempt by you to do so without a signed written agreement will be void.
10. Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Program Terms, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Program Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
11. Severability. If any term or provision of these Program Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Program Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
12. Language. The Parties confirm that it is their express wish that these Program Terms, as well as any other documents related to these Program Terms, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s'y rattachant, y compris tous avis, annexes et autorisations s'y rattachant, soient rédigés en langue anglaise seulement.
13. Headings. The headings in these Program Terms are for reference only and do not affect the interpretation of these Program Terms.