NOTICE OF ARBITRATION PROVISIONS:
We may post additional terms, official rules, or agreements that apply to certain services, applications, activities, and features we offer or provide at or through certain Prodege Sites and Features (“Additional Terms”), and you may be subject to such Additional Terms when you access those services, applications, activities and/or features. In the event of any conflict between the terms of the Additional Terms (on the one hand) and these Terms (on the other hand), these Terms shall prevail unless expressly otherwise stated in the Additional Terms, which are intended to supplement, but not replace, these Terms.
Please don’t hesitate to contact us with any questions regarding these Terms or any Additional Terms. You can always reach us at either (1) the Swagbucks Help Center by visiting: http://help.swagbucks.com/ (selecting “Submit a Request” and following the prompts), or (2) MyPoints Member Services by visiting: https://www.mypoints.com/emp/u/member/transactionDetail.vm (selecting “General Questions” and following the prompts). If you are a member or user of any other Prodege Sites or Features, please choose “General Inquiries” in the Swagbucks “Submit a Request” form (referenced above) and your inquiry will be directed to the correct customer support team.
Overview. The Company may offer one or more rewards programs (“Rewards Programs”) under which you may have the opportunity to earn points (in the Swagbucks.com program, such points are called “SB, and in the MyPoints.com program, they are called “Points”), which are redeemable for rewards. Not all of the Prodege Sites and Features offer Rewards Programs, however, and Rewards Programs may include Additional Terms that apply to your participation in activities allowing you to earn points (collectively, “Activities”). The Company may limit, suspend or terminate your ability to participate in a Rewards Program in its sole and absolute discretion, and may void any points, rewards, or potential rewards you may have earned or accumulated in a Rewards Program, if we determine in our sole discretion that you have not complied with these Terms or any Additional Terms applicable to such participation. You agree to abide by the final and binding decisions of the Company regarding any Rewards Program and your participation in it. We reserve the right to change, suspend, or cancel all or a portion of a Rewards Program, including any points you may have accrued, at any time without prior notice to you.
Earning Points. Points can be earned in a Rewards Program by participating in certain Activities, as described in the applicable Prodege Sites and Features. If you choose to participate and follow the instructions associated with an Activity, upon satisfying all of the requirements of the Activity, you will be awarded the points associated with completing that Activity so long as the Company and/or its third-party Rewards Program affiliates are able to properly track your valid and completed point-earning Activities. For avoidance of doubt, Company shall not be responsible for, nor shall Company be obligated to award points or rewards to Rewards Program participants for, any Activity that is not properly recorded, tracked and/or deemed approved under Company’s or its third-party Rewards Program affiliates’ policies, procedures and systems. There may be limitations on Activities and rewards, so please be sure to review all applicable Additional Terms before deciding whether or not you would like to participate. For example, we reserve the right to request and verify receipts of completed purchases prior to or in connection with the awarding of points for shopping Activities in order to verify with the applicable merchant that such purchases are valid. Some of the limitations on Activities and rewards include (without limitation), our right to change or limit your ability to participate in certain Activities or the Rewards Program itself; our right to change or limit the allowable frequency of Activities; our right to change or limit the number of points you can earn for a given Activity or during a given time period; and our right to change the Activities or rewards available, or the number of points required for a particular reward. Points awarded have no cash value.
Redeeming Points. You may redeem points you have earned for rewards offered in a Rewards Program pursuant to these Terms and any applicable Additional Terms. Supplies may be limited. Rewards may be awarded on a first-come, first-serve and while-supplies-last basis. If you attempt to redeem points for a reward and the Company determines that the reward is unavailable, out of stock, or for whatever reason cannot be provided to you, the Company may, at its sole and absolute discretion, provide you with a reward of equal or greater value. No credit, reversal, or refund of points will be issued for any reason after points have been redeemed; in other words, once you order a reward, you may not cancel the reward or return the reward for a refund of points. The only way to use points is to redeem them for Rewards Program rewards as available from time to time through the Swagbucks.com Rewards Store at http://www.swagbucks.com/rewards-store, the MyPoints.com Rewards Store at http://www.mypoints.com/emp/u/rewards.vm, or other applicable Rewards Program redemption sites. Some rewards may have eligibility requirements and in that case the Company reserves the right to verify your identity (by requesting photocopy of your driver’s license or state ID card, or other proof as we may require) and eligibility qualifications to our complete satisfaction prior to crediting points or fulfilling any reward in any Rewards Program, or otherwise providing you with any benefit.
Delivery of Rewards. Rewards may be emailed to your email address or mailed to the U.S. postal address, as applicable, that you provided when you registered and created an account (“Account”) for the applicable Rewards Program, or to the email or U.S. postal address that our records show your Account was last updated to reflect. Processing times may vary. Rewards that are undeliverable or unclaimed for whatever reason (including, without limitation, because your Account information is incorrect or outdated) may be forfeited, and the points will not be refunded.
Rewards Program Points Nontransferable. Rewards Program points are nontransferable, may not be bartered or sold, and are void if a transfer is attempted, and such points and the associated Account are not transferable upon death, as part of a domestic relations matter or otherwise by operation of law.
Inactive Accounts. Any Account that has not been logged into and points either earned or redeemed for one year or more may be deemed inactive and the Account closed. In such instances, to request Account reactivation (subject to such terms, limitations and requirements as we may impose from time to time) all Account holder (except MyPoints.com Accounts Holders) may contact us at the Swagbucks Help Center by visiting: http://help.swagbucks.com/, selecting “Submit a Request” and following the prompts; MyPoints.com Account holders, please visit: the MyPoints Member Services at: https://www.mypoints.com/emp/u/member/transactionDetail.vm, selecting “General Questions” and following the prompts. We may modify our inactive Account rules and policies in our Rewards Programs from time to time, and if your Account becomes inactive pursuant to such then-current rules or policies, we may close your Account, without any compensation or further obligation to you.
Points Expiration. Any points in our Rewards Programs that have not been redeemed for two (2) years from the time such points were earned or awarded shall expire and be removed from your Account. For existing members of any Rewards Program on July 1, 2016, the foregoing 2-year period shall run from that date with respect to any points in your Account on such date. In such instances, to request re-crediting of the expired points to the Account, subject to such terms, limitations and requirements as we may impose from time to time, the Account holder may contact the appropriate support team at either: (1) the Swagbucks Help Center by visiting: http://help.swagbucks.com/, selecting “Submit a Request” and following the prompts, or (2) the MyPoints Member Services at: https://www.mypoints.com/emp/u/member/transactionDetail.vm, selecting “General Questions” and following the prompts . We may modify our points expiration rules and policies for any points in our Rewards Programs from time to time, and if your points expire pursuant to such then-current rules or policies, we may remove such points from your Account, without any compensation or further obligation to you regarding the expired points.
1) Written notices must be sent either:
2) Each written notification must contain the following information to be deemed a valid notice:
We will process each written notice of alleged infringement that we receive and will take appropriate action in accordance with applicable intellectual property laws.
We have a policy of terminating and/or blocking repeat infringers in appropriate circumstances, in our sole discretion, subject to reasonable limitations.
You further agree that your use of the Prodege Sites and Features and our Services shall not be fraudulent or deceptive, or unlawful, as determined in our sole and absolute discretion. You shall also comply with all usage rules found throughout the Prodege Sites and Features and/or our Services, including, without limitation, any Do's and Don'ts or other guidelines posted on any of the Prodege Sites and Features. You agree to comply with the instructions set out in any robots.txt file present on the Prodege Sites and Features and our Services. Without limiting the generality of the foregoing, you agree not to use the Prodege Sites and Features or our Services in order to:
If we determine in our sole discretion that you have violated these Terms, the Company may in its sole discretion issue you a warning regarding the violation prior to terminating or suspending any or all Accounts you have created (or which are associated with you) using our Services. However, you acknowledge and agree that the Company need not provide you with any warning or notice before terminating or suspending your Account(s) and/or your access to the Prodege Sites and Features and our Services for any reason, at its sole and absolute discretion.
To the maximum extent permitted by applicable law, in no event will the Company, or its affiliates, partners, employees, and agents, be liable to you or any third person for any special, direct, indirect, incidental, special, punitive, or consequential damages whatsoever, including any lost profits or lost data arising from your use of the Prodege Sites and Features, our Services or other materials or content on, accessed through or downloaded from our Services, whether based on warranty, contract, tort (including without limitation negligence), or any other legal theory, and whether or not the Company has been advised of the possibility of these damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. You specifically acknowledge that the Company shall not be liable for user submissions or the defamatory, offensive, or illegal conduct of any third party. You agree to indemnify and hold the Company, and each of its affiliates, partners, employees, and agents, harmless from and against any claim, cause of action, loss, liability, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with (i) your use of and access to the Prodege Sites and Features or our Services; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right, or damage to a third party; (iv) any tax obligations arising from or related to your use of the Prodege Sites and Features or our Services; and/or (v) any content you post or share on or through the Service.
You agree that the Company will not be liable for, or be required to provide any compensation to you with respect to, the termination of any Rewards Program or any associated Account(s), including without limitation any points, rewards, prizes, or credits in your Account(s) or otherwise existing in your favor at the time of termination.
Sometimes when you use our Services, you may use a service or download a piece of software, or purchase goods, provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the other company or person. If so, these Terms do not affect your legal relationship with these other companies or individuals.
You agree that we are not responsible for the loss or impairment of any points, rewards, prizes, or credits, regardless of monetary value, in the event there is any: change in the value of each point (as determined in Company's sole and absolute discretion), data or server error, computer and/or network system error or failure, criminal act, vandalism, cyber-attack or other events which make it commercially unreasonable for us to determine the points balance or value of any Account(s).
All guarantees, warranties, and representations, whether express or implied, as to the condition, suitability, quality, fitness or safety of any goods and services supplied under our Rewards Programs or other Services are excluded to the fullest extent permitted by applicable law.
Any liability the Company may have to a member under any such guarantees, warranties or representations implied or imposed by law which cannot be excluded is hereby limited, to the extent legally permissible, to supplying or paying the cost of supplying the goods or services (or equivalent goods or services) or repairing or paying the cost of repairing the goods or re-performing the services, at the Company's sole option.
Please note that at any time, we may, in our sole discretion, terminate our legal agreement with you and deny you continued use of the Prodege Sites and Features and our Services, and, without limiting the foregoing, may do so if (i) we are required to do so by law (for example, where the provision of our services to you is, or may become, unlawful); (ii) the partner with whom we offered our Services to you has terminated its relationship with us or ceased to offer their services to you; (ii) we are no longer providing all or any portion of our Services to users in the jurisdiction in which you are resident or from which you use our Services; or (iv) the provision of our Services to you is, in our opinion, no longer commercially viable.
For example, if you have been paid or provided with free products in exchange for discussing or promoting a Prodege product or service, or if you are an employee of a company and you decide to discuss or promote that company's products or services through the Prodege services, you agree to comply with the Guidelines' requirements for disclosing such relationships. You, and not Prodege, are solely responsible for any endorsements or testimonials you make regarding any product or service made on or through Prodege's services.
A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). Notice to us must be sent to our customer service address at: Prodege Dispute Resolution, Prodege, LLC, P.O. Box 70, Manhattan Beach, CA 90267, Attention: Legal Department. The Notice must include: (1) the nature and basis of your Dispute or Claim; (2) identification or enclosure of all relevant documents and information; and (3) a description of the specific relief that you seek from us.
Except as otherwise provided herein, upon either party filing an Arbitration Demand, we will pay all filing, administration, and arbitrator fees, unless your Dispute or Claim exceeds $75,000 (exclusive of any filing, administration, arbitrator, or attorneys' fees or other fees or expenses). If you initiate an arbitration in which you seek more than $75,000 (exclusive of any filing, administration, arbitrator, or attorneys' fees or other fees or expenses) in damages, the American Arbitration Association's ("AAA") Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (collectively, the "AAA Rules") will govern the payment of these fees. The AAA Rules, as modified by these Rules, will govern the arbitration. The AAA Rules are available online at www.adr.org, or by calling the AAA at 1-800-778-7879. If your Dispute or Claim is for $10,000 or less (exclusive of any filing, administration, arbitrator, or attorneys' fees or other fees or expenses), we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under the AAA Rules. If your Dispute or Claim exceeds $10,000 (exclusive of any filing, administration, arbitrator, or attorneys' fees or other fees or expenses), the right to a hearing will be determined by the AAA Rules. Furthermore, if AAA at the time the arbitration is filed has Minimum Standards of Procedural Fairness for Consumer Arbitrations in effect which would be applicable to the matter in dispute, the Company agrees to provide the benefit of such Minimum Standards to you to the extent they are more favorable than the comparable arbitration provisions set forth in this arbitration provision, provided, however, that in no event may such Minimum Standards contravene or restrict the application of language in bold type below requiring individual arbitration and prohibiting class, representative or consolidated arbitration proceedings.
Unless the parties agree otherwise in writing, any arbitration hearings will take place in the county (or parish) in which you reside (except that, if you reside outside of the United States, any such hearings will take place in Los Angeles County, California). One arbitrator, who is selected under the AAA Rules and who has expertise in consumer disputes in the Internet industry, will conduct the arbitration. If no arbitrator possessing such expertise is available, then the arbitration will be conducted by a single arbitrator who is selected by the mutual written approval of the parties. Except as allowed under applicable law and the AAA Rules, the decisions of the arbitrator will be binding and conclusive on all parties. Judgment upon any award of the arbitrator may be entered by any court of competent jurisdiction. This provision will be specifically enforceable in any court. THE ARBITRATOR MUST FOLLOW THESE RULES AND CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEYS' FEES).
All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for a court to decide. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Except as otherwise provided herein, we will pay all filing, administration, and arbitrator fees for any arbitration initiated in accordance with the notice requirements above. If, however, the arbitrator finds that either the substance of your Dispute or Claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules. Also, if you initiate an arbitration in which you seek more than $75,000 in damages, the payment of fees will be governed by the AAA Rules.
We may make a written settlement offer to you before the arbitrator issues an award. If, after the arbitrator finds in your favor on the merits of the claim, and the arbitrator issues you an award that is greater than our written offer, we will: (1) pay you the greater of the amount of the award or $7,500 ("Alternative Payment"); and (2) pay your attorney, if you use an attorney, twice the amount of any reasonable attorneys' fees awarded by the arbitrator, and reimburse any expenses that your attorney reasonably accrues for investigating, preparing, and pursuing your arbitration claim ("Attorney Fee Premium"). The Attorney Fee Premium does not supplant any right you may have to reasonable attorneys' fees under applicable law. Thus, if you would be entitled to a greater amount under applicable law, the Attorney Fee Premium does not preclude the arbitrator from awarding you that amount. You may not, however, recover duplicative attorneys' fees or costs. If we do not make a written settlement offer to you before the arbitrator issues an award, you and your attorney will be entitled to the Alternative Payment and the Attorney Fee Premium, respectively, if the arbitrator decides in your favor on the merits. We agree that we will not seek any award of attorneys' fees, even if we are entitled to such fees. The arbitrator may make any determinations and resolve any Dispute or Claim as to the payment and reimbursement of fees, the Alternative Payment, or the Attorney Fee Premium at any time during the proceeding and within fourteen (14) days after the arbitrator's final ruling on the merits. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. Furthermore, these arbitration provisions shall not prevent any party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
YOU AND THE COMPANY AGREE THAT:
This arbitration agreement covers any Dispute or Claim arising out of or relating to any aspect of the relationship between the parties, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, even if the Dispute or Claim arises or may arise before or after the period(s) during which you are using the Prodege Sites and Features or our Services. For purposes of this arbitration provision, references to “the Company”, "we" and "us" include Prodege, LLC, MyPoints.com, LLC, and each of their affiliates, and each such entity's respective directors, officers, employees, shareholders, agents, suppliers and assignees. The AAA Rules evidence a transaction in interstate commerce and the Federal Arbitration Act governs the interpretation and enforcement of this section.
The parties must bring any Dispute or Claim hereunder (including any Dispute or Claim arising out of or related to the AAA Rules), within two (2) years after the Dispute or Claim arises, or the Dispute or Claim will be permanently barred. To the extent the law applicable under the Governing Law section below makes this limitations period unenforceable with respect to any Dispute(s) or Claim(s), then the statutes of limitations of the state whose laws govern the AAA Rules under the Governing Law section below shall apply.
We may make changes to this arbitration provision from time to time. You may reject any material changes by sending us written objection within thirty (30) days of the change to Prodege Dispute Resolution, Prodege, LLC, P.O. Box 70, Manhattan Beach, CA 90267, Attention: Legal Department. By rejecting any future material change, you are agreeing to arbitrate in accordance with the language of this provision. If you do not send written objection to any change as provided above, you are agreeing to arbitration in accordance with the changed language of this provision. To the extent that an arbitrator or court of applicable jurisdiction determines that applying any changes to this arbitration provision to any Disputes or Claims relating to prior events or circumstances would render this an illusory or unenforceable contract or otherwise violate your legal rights, such changes shall be applicable on a prospective basis only, with respect to events or circumstances occurring after the effective date of such changes, and in that case and Disputes or Claims relating to such prior events or circumstances shall be arbitrated in accordance with the language of this provision without such changes to the extent necessary to avoid these Terms being deemed illusory or unenforceable.