Terms & Policy

User Terms
Loyote & Loyote+ TERMS OF USE
These Terms of Use (this "Agreement"), which is a legal agreement
between you ("You" or "you") and Loyote LLC., a Delaware
corporation ("Loyote"), shall govern Your use of and access to
the Application (as defined below) and the Website (as defined
below). By checking any acceptance boxes, clicking any acceptance
buttons, submitting any text or content or simply by making any
use of the Application and/or Website, You (a) accept this
Agreement and agree to be bound by each of its terms, and (b)
represent and warrant to Loyote&Loyote+ that (i) You are at least
13 years of age and have the authority to enter into this
Agreement (either on your own behalf or by having a parent or
legal guardian agree to the terms set forth herein on your
behalf), (ii) this Agreement is binding and enforceable against
You, (iii) to the extent an individual is accepting this
Agreement on behalf of an entity, such individual has the right
and authority to agree to all of the terms set forth herein on
behalf of such entity, and (iv) You have read and understand
Loyote&Loyote+'s Privacy Policy, the terms of which are posted at
the Website and incorporated herein by reference (the "Privacy
Policy"), and agree to abide by the Privacy Policy.
Loyote&Loyote+ may amend this Agreement from time to time, each
of which amendments shall be deemed to be effective 2 days after
posting the updated Agreement at the Website or within the
Application. You should check the Website, the Application and
this Agreement regularly to ensure You remain current on the
terms and agreements set forth herein.

1. Purpose.
The purpose of this Agreement is to set forth the terms and
conditions under which, among other things, (i) Loyote&Loyote+
will license to You use of certain of Loyote&Loyote+'s
technology, software and/or services such that You can utilize
the Application through your mobile device, and (ii) You can
access and/or use the Website (collectively, the "Purpose"). As
stipulated elsewhere in this Agreement, Loyote&Loyote+ does not
exert any control over any merchants, retailers, commercial
ventures or other third parties, and as such is not liable or
responsible for any actions taken or omitted to be taken by any
such third party.

2. License.
Loyote&Loyote+ hereby grants You a non-transferable, non-
exclusive, revocable, limited license to access and use
Loyote&Loyote+'s rewards / loyalty software platform commonly
referred to as "Loyote&Loyote+ Rewards" (the "Application") as
made available through its website located at www.loyote.com &
www.loyoteplus.com (the "Website") and/or via mobile application
during the Term (as defined below) solely for the Purpose.
Loyote&Loyote+ may, from time to time, update or modify the
Application, release new versions of the Application or create
new modules related thereto, each of which may, at Loyote&Loyote
+'s discretion, be included within the license described above.
You shall not be permitted to sublicense or transfer any of Your
rights hereunder including, without limitation, access to the
Application.

3. Certain Restrictions.
You shall not directly or indirectly copy or reproduce all or any
part of the Application or the Website, whether electronically,
mechanically or otherwise, in any form including, but not limited
to, the copying of presentation, style or organization. You shall
use the Application solely for its intended purposes and shall
not use the Application for the benefit of any third party except
as specifically contemplated under this Agreement. You shall not
use the Application to post, transmit, convey, submit,
distribute, store or destroy any content, photographs,
descriptions, drawings, content, audio materials, text, messages
or other information (collectively, "Posted Information"): (a) in
violation of any applicable law, statute, ordinance or
regulation; (b) in a manner that will infringe the intellectual
property rights of others; (c) that is defamatory, obscene or
trade libelous; (d) that contains any viruses, Trojan horses,
worms, time bombs, cancel bots or other computer programming
routines that are intended to damage, detrimentally interfere
with, surreptitiously intercept or expropriate any system, data
or personal information; (e) that is false, misleading or
inaccurate in any way; or (f) in violation of the any acceptable
use policy or other policy posted at the Website or within the
Application from time to time. You shall not violate or attempt
to violate the security of the Application. You shall not reverse
engineer, decompile, disassemble or otherwise attempt to derive
source code or other trade secrets from the Application,
including, without limitation, any of the software comprising or
in any way making up a part of the Application. In addition, You
will not export, re-export or permit any third party to export or
re-export, directly or indirectly, the Application where such
export or re-export is prohibited by applicable law without
appropriate licenses and clearances. You shall defend and
indemnify Loyote&Loyote+, at Your sole cost and expense, from and
against any claims, damages, liabilities and/or expenses arising
out of Your breach of any of Your obligations or representations
set forth in this Section 3.

4. Certain Responsibilities.
You shall be solely responsible for: (i) all Posted Information
you input into the Application; (ii) ensuring that all Posted
Information is appropriate in tone and is accurate; (iii)
complying with all applicable laws, rules and regulations at all
times; and (iv) maintaining all passwords and access codes to the
Application, and refraining from sharing or otherwise permitting
third parties to use any such passwords and/or access codes to
access the Application.

5. Loyote&Loyote+ Rights.
Loyote&Loyote+ shall be entitled, at its sole discretion, to
suspend, restrict and/or terminate, without notice of any kind,
Your access to the Application or Your Loyote&Loyote+ account for
any reason. Notwithstanding the foregoing, Loyote&Loyote+ shall
not be required to review or monitor any Posted Information
entered into the Application or otherwise submitted by You, and
You shall be solely responsible for the veracity and accuracy of
all such data, content and information.

6. Fees.
Loyote&Loyote+ does not currently charge its users to access and
use the Application, however Loyote&Loyote+ may, at any point and
in its discretion, elect to begin charging fees for use of
various portions of the Application and/or for different levels
of subscription or account.

7. Term and Termination.
This Agreement shall continue in full force until the earlier to
occur of (i) either party providing written or electronic notice
of termination to the other party (at which point You shall no
longer be entitled to access or use the Application), or (ii)
Loyote&Loyote+ electing to terminate Your access to the
Application, with or without notice (the "Term"). For purposes of
clarity, You are entitled to terminate your Loyote&Loyote+
account at any time. Upon termination of this Agreement for any
reason, You shall no longer be entitled to access or use the
Application or any other non-public portions of the Website. In
addition to the foregoing, in the event that Loyote&Loyote+
determines, in its sole and absolute discretion, that You have
breached this Agreement, threatened to breach this Agreement,
committed any fraud or deception, breached any Loyote&Loyote+
policy in effect from time to time or otherwise failed to perform
to the standards required of Loyote&Loyote+, Loyote&Loyote+ shall
be entitled, at its discretion and in addition to any other
remedies it may have hereunder and/or at law, to terminate,
cancel or suspend Your access to the Application, in each of the
foregoing cases at any time and for any period of time.
Loyote&Loyote+ shall not be responsible for the return of any
Posted Information of any kind to You upon any termination of
this Agreement or suspension of Your access to the Application,
including without limitation any information input into the
Application by You. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13,
14 and 15 of this Agreement shall survive any termination of this
Agreement.

8. Intellectual Property.
(a) General Ownership.
All trademarks, patents, copyrights and other intellectual
property rights owned by either party on the date hereof shall
continue to be owned solely by such party, and except as set
forth herein, nothing in this Agreement shall be deemed to confer
any rights to any such intellectual property on the other party.
For purposes of clarity: (i) as between You and Loyote&Loyote+,
You shall be deemed to be the sole owner of all Posted
Information entered into the Application or otherwise posted by
You; and (ii) Loyote&Loyote+ is the sole owner of the name
"Loyote&Loyote+" as well as the Website, the Application, and all
source code, object code, software, content, copyrights,
trademarks, patents and other intellectual property related
thereto or included therein. All suggestions, recommendations,
bug-fixes, error-fixes or other communications from You to
Loyote&Loyote+ regarding the Application or the Website shall,
upon submission to Loyote&Loyote+, be owned solely and
exclusively by Loyote&Loyote+. In addition, Loyote&Loyote+ shall
be entitled to post feedback at the Website and within the
Application (and/or allows others to do so), both positive and
negative, regarding any user. You acknowledge and agree that the
applicable supplier(s) of any third party software included
within the Application shall own all worldwide rights, title and
interest in and to such third party software (and any
intellectual property rights therein), subject to such suppliers'
license, if any, of such third party software to Loyote&Loyote+.

(b) Use of Posted Information.
In exchange for Your use of the Website and/or the Application,
You hereby grant to Loyote&Loyote+ an unlimited, perpetual,
irrevocable, fully-paid, transferable, assignable, sub-
licensable, worldwide license to use, reproduce, modify, publish,
edit, translate, distribute, commercially exploit, repurpose,
perform and display any and all Posted Information You post to
the Website, submit to Loyote&Loyote+ or post through the
Application, alone or as part of other works in any form, media
or technology whether now known or hereafter developed, and to
sublicense such rights through multiple tiers of sublicensees, in
connection with Loyote&Loyote+ performing the services described
herein. Finally, You irrevocably waive, and cause to be waived,
against Loyote&Loyote+ and its users any claims and assertions of
moral rights or attribution with respect to Your Posted
Information. Loyote&Loyote+ shall be entitled to display
advertising and/or any other content at locations of its choosing
within the Website and/or Application, including without
limitation adjacent to Your Posted Information.

9. Confidentiality; Non-Solicitation
You agree to treat as confidential all confidential information
of Loyote&Loyote+, not to use such confidential information for
any purpose other than to the limited extent necessary to use the
Application and not to disclose such confidential information to
any third party except as may be reasonably required pursuant to
this Agreement and subject to confidentiality obligations at
least as protective as those set forth herein. Without limiting
the generality of the foregoing, You shall use at least the same
degree of care which You use to prevent the disclosure of Your
own confidential information of like importance to prevent the
disclosure of confidential information disclosed by
Loyote&Loyote+, provided, however, that in no event shall such
degree of care be less than reasonable in light of general
industry practice. In addition, during the Term and for a period
of one year thereafter, You shall refrain from directly or
indirectly soliciting, enticing, persuading or inducing any
individual who is then, or has been within the 1-year period
prior to the applicable date, an employee of Loyote&Loyote+ to
terminate employment with Loyote&Loyote+ or to become employed by
or enter into contractual relations with any other individual or
entity.

10. Disclaimers.
(a) No Warranties.
Except as explicitly set forth herein, neither Loyote&Loyote+,
its affiliates or any of any such party's equity holders,
directors, officers, employees, agents, suppliers, licensors nor
the like, makes any warranties of any kind, either expressed or
implied, including, without limitation, (a) warranties of
merchantability or fitness for a particular purpose, (b) that the
Website or the Application will be error-free, (c) as to a
minimum level of uptime for the Application or the Website, or
(d) as to the results that may be obtained by You by entering
into this Agreement and/or using the Application. You agree and
acknowledge that the Application and Website are licensed and/or
provided hereunder on an "as is" basis. In addition, You hereby
agree and acknowledge that: (i) Loyote&Loyote+ shall not be
responsible for any actions taken by any other party using the
Application or reviewing any of Your Posted Information; (ii)
Loyote&Loyote+ does not recommend or endorse any third parties
hereunder, and makes no representations or warranties whatsoever
regarding any such third party; (iii) Loyote&Loyote+ is not a
party to any transaction between you and any store, retailer or
business with which Loyote&Loyote+ has a business relationship,
and as such, any disputes regarding purchases, rewards and/or any
other aspect of any transaction or other commercial dealings is
solely between You and such third party; (iv) Loyote&Loyote+ is
not responsible for any other party's compliance with applicable
laws, rules or regulations; (v) Loyote&Loyote+'s services are
administrative in nature and Loyote&Loyote+ is not responsible
for ensuring that any third party honor any reward, loyalty or
other obligations such third party may have towards You; (vi)
Loyote&Loyote+ shall not, under any set of circumstances, be
responsible or liable for an content, text, photographs and/or
other Posted Information, including any Posted Information which
may violate applicable law and/or a third party's intellectual
property rights; and (vii) the Application and/or Website may not
function properly or as intended at times.

(b) Unavailability of Website or Application.
You are responsible, at your sole cost and expense, for providing
all equipment necessary to access the Internet, the Website
and/or the Application. While it is Loyote&Loyote+'s objective to
make the Website and Application accessible at all times, the
Website and/or Application may be unavailable from time to time
for any reason including, without limitation, routine
maintenance. In addition, various portions of the Website or
Application may operate slowly from time to time. You understand
and acknowledge that due to circumstances both within and outside
of the control of Loyote&Loyote+, access to the Website and/or
the Application may be interrupted, suspended or terminated from
time to time. In particular, and not in limitation of the
foregoing, Loyote&Loyote+ shall not be liable in any way for any
delay in responding to an inquiry or question forwarded by You or
the effects any delay or unavailability may have on You. YOU
AGREE THAT Loyote&Loyote+ & Loyote&Loyote++ SHALL NOT BE LIABLE
FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR
TERMINATION OF THE WEBSITE AND/OR APPLICATION AND THAT YOU SHALL
PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC
INTERRUPTIONS OR SUSPENSIONS OF THE WEBSITE AND/OR APPLICATION.

11. Limitation on Liability.
Loyote & Loyote+ SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE
LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR
CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST
PROFITS OR DATA, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE
APPLICATION OR WEBSITE, WHETHER BASED IN CONTRACT, TORT OR ANY
OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN ANY EVENT, Loyote & Loyote+'S TOTAL LIABILITY TO YOU
FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT
EXCEED $50.

12. Force Majeure.
Loyote&Loyote+ shall not be liable to You for failure or delay in
performing any obligations hereunder if such failure or delay is
due to circumstances beyond its reasonable control.

13. General Terms.
The following terms and conditions govern general use of the
Website:

(a) You agree to abide by all restrictions displayed on the
Website and/or within the Application, as and when they are
updated from time to time, including, without limitation, the
rules in this Section 13. Loyote&Loyote+ reserves the right to
remove any content You post to the Website or within the
Application, block the sending of any inquiry or other content
Loyote&Loyote+ deems inappropriate in its sole discretion, and
may terminate all access to the Website and/or Application at any
time in its sole discretion for any or no reason. While
Loyote&Loyote+ reserves the right to monitor all postings and/or
content posted at the Website and/or within the Application, it
has no obligation to do so.

Permitted Uses. You may use the Website only in good faith for
the purposes described herein. You may download and print out
portions of the content from the Website for non-commercial
purposes provided that You follow the rules in this Agreement.
You may not use the Website or Application, or any business
listings, contract information or other content, to promote
another business or commercial venture.

Distribution. Except as expressly permitted under other
provisions of this Agreement, You may not modify, reproduce,
duplicate, copy, photocopy, print, republish, display, translate,
transmit, distribute, sell, resell, rent, lease, loan, exploit,
reduce to any electronic medium or machine-readable form, or
otherwise make available in any form or by any means all or any
portion of the Website, the content or any information or
materials retrieved from either of them, including, without
limitation, graphics and logos, in whole or in part, for any
purpose.

Derivative Works. You may not create compilations or derivative
works of the Website or the Application, the Website or
Application content or any other materials from the Website or
Application.

Proprietary Notices. You may not remove, change or obscure and
You must retain on all copies of the content You download any
copyright notice or other proprietary notice, Privacy Policy,
legal disclosures or terms of use contained in the content or on
the Website.

Infringement. You may not use the Website, Application, the
Website and/or Application content or any other materials from
the Website or Application in any manner that may infringe upon
any copyright or other intellectual property right, proprietary
right, or property right of Loyote&Loyote+ or any third party.

Information Distribution. You may not use the Website and/or
Application or any communications service, chat room, message
board, blog, forum, newsgroup, or other interactive service that
may be available to You on or through the Website or Application
to transmit, upload, post, distribute or facilitate distribution
of, or otherwise make available any information or content,
including text, communications, software, images, sounds, data or
other information, that:

is false;
contains explicit or graphic descriptions or accounts of sexual
acts, including, without limitation, sexual language of a violent
or
threatening nature directed at another individual or group of
individuals;
includes any inside information and/or proprietary or
confidential information learned or disclosed under nondisclosure
agreements;
You are restricted from using under any law;
infringes upon the intellectual property rights of any third
party; or
contains software viruses or any other computer code, files or
programs that are designed or intended to disrupt, damage, or
limit the functions of any software, hardware, or
telecommunications equipment or to damage or obtain unauthorized
access to any data or other information of any other party.
Other Prohibited Uses. You may not use the Website or Application
for any purpose that:

is unlawful, threatening, abusive, harassing, defamatory,
libelous, deceptive, fraudulent, invasive of another's privacy,
tortious, or otherwise violates Loyote&Loyote+'s rules or
policies;
victimizes, harasses, degrades, or intimidates an individual or
group of individuals on the basis of religion, gender, sexual
orientation, race, ethnicity, age, disability, or any other
classification protected by law;
invades any person's or entity's privacy or other rights;
constitutes unauthorized or unsolicited advertising, junk or bulk
e-mail (also known as "spamming"), chain letters, any other form
of unauthorized solicitation, or any form of lottery or gambling;
misidentifies You or impersonates any person or entity,
including, without limitation, any employee or representative of
Loyote&Loyote+, or falsely states, implies, or otherwise
misrepresents Your affiliation with a person or entity by, for
example, pretending to be someone other than You or pretending to
represent a company or organization that You are not affiliated
with or authorized to represent; or
could otherwise reasonably be deemed or viewed to be unethical,
illegal or offensive.
Others' Personal Information. You may not knowingly solicit or
collect personal information from a child 12 years old or younger
without appropriate prior verifiable parental consent.

Harm to Minors. You may not take any action on the Website or
within the Application or use the Website and/or Application
content to harm minors in any way.

Solicitation. You may not use the Website or Application or any
Website or Application content in a manner that violates any
state or federal law regulating commercial e-mail, facsimile
transmissions or telephone solicitations.

(b) The Website, the Application and the Website and Application
content may contain and/or provide access to content provided by
third parties, including, without limitation, information,
dialogue, opinions, stories, advice, statistical data, text,
software, music, sound, photographs, graphics, video, messages,
and other materials, whether publicly or privately posted to or
e-mailed or otherwise transmitted through the Website or
Application ("Third Party Content") that may include content You
find to be offensive, indecent or objectionable. The third party
from whom or which any such Third Party Content originates is
solely responsible for it and Loyote&Loyote+ assumes no
responsibility to verify, has no control or influence over, makes
no representations regarding, and does not guarantee the
accuracy, integrity or quality of any Third Party Content.
Accordingly, Loyote&Loyote+ has no liability of any kind to You
or any other person relating to any Third Party Content,
including, without limitation, mistake, misstatement of law,
omission, falsehood, defamation, obscenity, pornography,
profanity, opinion, representation and any other content
contained in the Third Party Content or for any loss or damage of
any kind incurred as a result of the use of any Third Party
Content. Statements of opinion and commentary in Third Party
Content are those of the third party and, unless Loyote&Loyote+
expressly states in writing to the contrary, Loyote&Loyote+
neither endorses nor adopts as its belief any such statements.
Loyote&Loyote+ may provide information in articles Loyote&Loyote+
posts or links to through the Website only for educational and
general informational purposes and not as professional advice.
Loyote&Loyote+ has made no attempt to verify any information
contained in any such articles.

(c) As a convenience to You and other Website visitors, the
Website may contain links to websites that are owned and operated
by third parties that are not affiliated with Loyote&Loyote+.
When You uses these links, You will leave the Website and
Loyote&Loyote+ will have no ability to protect Your interests.
You visits linked websites at Your own risk and it is Your
responsibility to take any protective measures to guard against
viruses and other destructive elements. Loyote&Loyote+ is not
responsible for and, unless it expressly states otherwise in
writing, makes no warranty or representation regarding and does
not endorse any linked website or any service, product or
information provided on or through the linked website.

14. Copyright Infringement.
Loyote&Loyote+ respects the intellectual property of others, and
asks You and all users to do the same. Material available on or
through other websites may be protected by copyright and the
intellectual property laws of the United States and/or other
countries, and the terms of use of those websites, and not the
this Agreement, govern Your use of that material. It is
Loyote&Loyote+'s policy, in appropriate circumstances and at its
discretion, to disable and/or terminate the accounts of users who
may infringe or repeatedly infringe the copyrights or other
intellectual property rights of Loyote&Loyote+ and/or others.

If You believe that Your intellectual property or work has been
copied in a way that constitutes copyright infringement, or that
your intellectual property rights have been otherwise violated,
please provide Loyote&Loyote+'s Agent for Notice with the
following information in English (Your "Notice"):

an electronic or physical signature of the person authorized to
act on behalf of the owner of the copyright or other intellectual
property interest;
a description of the copyrighted work or other intellectual
property that You claim has been infringed;
a description of where the material that You claim is infringing
is located on the Website or within the Application;
Your address, telephone number, and email address;
a statement by You that you have a good faith belief that the
disputed use is not authorized by the copyright or intellectual
property owner, its agent, or the law;
a statement by You, made under penalty of perjury, that the above
information in Your Notice is accurate and that You are the
copyright or intellectual property owner or authorized to act on
the copyright or intellectual property owner's behalf.
In some circumstances, in order to notify the individual or
entity who or which provided the allegedly infringing content to
which Loyote&Loyote+ has disabled access, Loyote&Loyote+ may
forward a copy of a valid Notice including name and email address
to such individual or entity. Loyote&Loyote+'s Agent for Notice
of claims of copyright or other intellectual property
infringement can be reached as follows:

By email
support@loyote.com

15. Miscellaneous.
Each party shall pay its own costs and expenses in connection
with this Agreement and its activities hereunder. The rights and
obligations of the parties under this Agreement shall be governed
by the laws of the State of Illinois, without reference to
conflict of law principles, and all disputes arising hereunder or
in connection with this Agreement, the Website and/or the
Application shall be resolved in the appropriate Federal or state
court located solely and exclusively in Suffolk County, Boston.
You hereby consent to exclusive jurisdiction in Suffolk County,
Boston, and agree not to raise any defense of forum non conviens
or any similar defense. The relationship between the parties
under this Agreement is that of independent contractors and
neither shall be, nor represent itself to be, the joint venture,
franchiser, franchisee, partner, agent or representative of the
other party for any purpose whatsoever. This Agreement shall
inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns, but shall not be
assignable by You without Loyote&Loyote+'s prior written consent.
If any provision of this Agreement is held to be unenforceable or
invalid for any reason, or if any governmental agency rules that
any portion of this Agreement is illegal or contrary to public
policy, the remaining provisions, to the extent feasible, will
continue in full force and effect with such unenforceable or
invalid provision to be changed and interpreted to best
accomplish its original intent and objectives.

Merchant Terms
1. General
During the length of the Merchant Agreement, Loyote&Loyote+ will
provide the Loyote&Loyote+ services and/or programs
(collectively, “Loyote&Loyote+ Programs”) described in the
Merchant Agreement separately executed by you, together with all
exhibits attached thereto (the “Merchant Agreement”). In the
event of any inconsistency among terms and conditions of the
Merchant Agreement and these Terms and Conditions (collectively,
sometimes referred to herein as the “Agreement”), the order of
control shall be: (i) these Terms and Conditions, (ii) the
Merchant Agreement, and (iii) any other exhibits, addenda or
attachments to these Terms and Conditions including any links
contained in the Merchant Agreement or these Terms and
Conditions, which are incorporated by reference herein. Any
capitalized terms that are not defined in these Terms and
Conditions have the meanings ascribed to them in the Merchant
Agreement. For purposes of clarity, these Terms and Conditions
are incorporated by reference into the Merchant Agreement
executed by you, and, together with the Merchant Agreement and
all attachments thereto, govern your use of all Loyote&Loyote+
Programs and services.

2. Intellectual Property Rights.
(i) Loyote&Loyote+ is the sole and exclusive owner of all right,
title and interest in and to any data provided to Loyote&Loyote+
by your customers or any end user to Loyote&Loyote+ in connection
with the Loyote&Loyote+ Programs, including without limitation
all e-mail and/or other contact information (“Customer Data”). As
such, you shall not, unless the applicable customer has
separately taken all steps necessary to opt in to provide contact
information to you, be provided with or otherwise have access to
the Customer Data.

(ii) Loyote&Loyote+ owns all right, title and interest in and to
the Loyote&Loyote+ Programs (which include, for purposes of
clarity, all software and/or mobile applications related thereto)
including, without limitation, any intellectual property rights
and any improvements, modifications, enhancements or refinements
thereto. Except as set forth in the Agreement, all rights not
expressly granted to you are reserved. You agree not to decipher,
decompile, disassemble, reconstruct, translate, reverse engineer,
or discover any of the Loyote&Loyote+ Programs, intellectual
property or ideas, algorithms, file formats, programming, or
interoperability interfaces underlying or such intellectual
property.

(iii) Loyote&Loyote+ hereby grants to you a limited, non-
transferable, non-exclusive, revocable license to access and use
Loyote&Loyote+’s hosted Merchant Web Portal (the “Portal”) for
internal business purposes so long as your account with
Loyote&Loyote+ remains current and active. If Loyote&Loyote+
provides you with a password to access the Portal, you are solely
responsible for protecting the password and for any authorized or
unauthorized use made of the password. The Portal, and all source
code, object code, software, copyrights and other intellectual
property associated therewith, are and shall remain the sole and
exclusive property of Loyote&Loyote+. You shall refrain from
permitting any third party to use your password or otherwise
access the Portal. Loyote&Loyote+ shall have the right to
terminate the license granted hereby immediately in the event
that you have breached any terms or conditions set forth in the
Agreement or your Loyote&Loyote+ account is otherwise terminated
for any reason.

(iv) Without limiting any of Loyote&Loyote+’s rights set forth in
the Agreement, Loyote&Loyote+ reserves the right, in its sole
discretion but without any obligation on its part, to reject,
remove, delete and/or cancel any information or content displayed
or posted on any tablet, the Loyote&Loyote+ website, any portion
of the Loyote&Loyote+ Program, and/or within any print materials,
including without limitation any information and/or content that,
in Loyote&Loyote+’s view, contains content or links which do not
meet Loyote&Loyote+’s specifications or requirements. In
addition, Loyote&Loyote+ shall be entitled, in its sole
discretion and without notice to any party, to redesign and/or
modify all or any portion of the Loyote&Loyote+ Program
(including without limitation any mobile application and/or
software) at any time.

3. Restrictions.
You: (i) will use the Loyote&Loyote+ Programs solely for your
internal business purposes; and (ii) will not, for yourself, any
of your affiliates or any third party (a) sell, rent, lease,
license or sublicense, assign, distribute, or transfer the
Loyote&Loyote+ Programs, (b) modify, change, alter, create
derivative works of, decipher, decompile, disassemble,
reconstruct, translate, reverse engineer, or discover any source
code of the underlying ideas, algorithms, file formats,
programming, or interoperability interfaces of the Loyote&Loyote+
Programs, (c) copy any tangible versions of the Loyote&Loyote+
Programs, or (d) remove from any of the Loyote&Loyote+ Programs
any language or designation indicating the confidential nature
thereof or the proprietary rights of Loyote&Loyote+. In addition,
you will not export, re-export or permit any third party to
export or re-export, directly or indirectly, the Loyote&Loyote+
Programs where such export or re-export is prohibited by
applicable law without appropriate licenses and clearances.
Loyote&Loyote+ retains the right, in its sole discretion but
without any obligation on the part of Loyote&Loyote+ to monitor
or evaluate any communications, to approve, modify or refuse any
Loyote&Loyote+-related communications or proposed communications
or messages to your customers or any Loyote&Loyote+ end users.

4. Fees; Pricing and Payment Terms; Taxes.
(i) Loyote&Loyote+’s current fees for the Loyote&Loyote+ Programs
and its services are set forth in the Merchant Agreement.
Loyote&Loyote+ reserves the right to amend the fees payable for
the Loyote&Loyote+ Programs at any time upon thirty (30) days’
prior notice to you; provided, however, that such amendment to
the fees will not be applicable until the beginning of the next
Subscription Period.

(ii) When you provide your payment information to Loyote&Loyote+,
you are providing Loyote&Loyote+ with an authorization to process
any and all payments as outlined in this Agreement. In certain
instances, the payment processing may not occur immediately, and
your payment may show as “pending” during this time period. In
addition, Loyote&Loyote+ may request an authorization for the
amount of your anticipated transaction in advance and may
estimate the final value of the transaction, which may be more
than the amount of the actual transaction. Loyote&Loyote+ will
release any funds authorized in excess of the amount of the
actual transaction at the time the transaction settles.

(iii) You will be responsible for any sales, use, value-added or
import taxes, customs duties or similar taxes assessed in
accordance with applicable law with respect to the provision of
the Loyote&Loyote+ Programs.

(iv) Notwithstanding anything herein to the contrary,
Loyote&Loyote+, in its sole discretion, may suspend or terminate
the Agreement and corresponding access and right to use all or
any portion of the Loyote&Loyote+ Programs, at any time, upon
electronic or other notice to you, if you have not paid all
amounts due on or before the payment due date, or for any other
breaches of the Merchant Agreement, these Terms and Conditions,
or any other exhibits, addenda or attachments to these Terms and
Conditions including any links contained in the Merchant
Agreement or these Terms and Conditions, which are incorporated
by reference herein. You are responsible for amounts that remain
outstanding as of the date of such termination including early
cancellation fees. You agree to pay reasonable attorneys’ fees
and court costs incurred by Loyote&Loyote+ to collect any unpaid
amounts owed by you.

(v) Loyote&Loyote+ will repair or replace damaged tablets due to
normal wear and tear or any hardware/software malfunction at no
cost to any merchant in good standing within the first 12 months
of subscription program. After the first 12 months any damaged or
any hardware/software malfunction tablet will be charged $150 per
tablet replacement cost. A merchant in good standing is primarily
defined as having no outstanding balance due to Loyote&Loyote+,
but may be defined by other criteria as specified by
Loyote&Loyote+.

(vi) Should your Merchant Agreement indicate a seasonal term,
your contract will be extended by the number of months which
billing is paused for seasonality, as indicated on the Agreement.
All Loyote&Loyote+ equipment will remain the responsibility of
the merchant during entire term of the Agreement.

5. Term; Termination; Survival.
The Loyote&Loyote+ solution term, as further described below, is
effective upon the earlier of the arrival date or estimated
arrival date of the solution as stated within the Merchant
Agreement. All other subsequent changes or modifications to the
merchant agreement are effective upon the completion of the
merchant purchase order. You may amend your contract to include
additional Loyote&Loyote+ features through your Web Command
Center. When you make changes through your Web Command Center,
you are providing explicit authorization for Loyote&Loyote+ to
process payment on your existing Loyote&Loyote+ account and
method of payment without any further authorization necessary
from you.

The Agreement will remain in full force specified in the Merchant
Agreement. At the end of any Subscription Plan, unless you select
a new Subscription Plan, your Subscription Plan will
automatically renew on a month–to–month Subscription Plan at the
then-current rates. Effective January 1, 2018, new agreements
and/or subscriptions may automatically renew for successive 1-
year terms upon expiration of the initial term of any
Subscription Plan at the then-current standard rates until such
time as either party provides written notice of termination to
the other party, in accordance with terms below. Current fees
will be charged to the payment method on file unless
Loyote&Loyote+ is otherwise notified of a cancellation in
writing. Although Loyote&Loyote+ may choose to send a reminder
email prior to charging a customer for a renewal fee,
Loyote&Loyote+ is not responsible for notifying a customer of
this automated renewal.

A merchant may cancel its subscription, thereby terminating this
Agreement, solely in accordance with the following cancellation
policies:

Renewal – At the end of any Subscription Plan, unless you select
a new Subscription plan, your Subscription Plan will
automatically be renewed on an annual or monthly (as applicable)
basis at the then-current standard rates. Current fees will be
charged to the credit card or ACH on file unless Loyote&Loyote+
is otherwise notified of a cancellation in writing. Customers
renewed on a monthly basis must provide written cancellation
notice at least sixty (60) days prior to the beginning of the
next monthly or annual term (as applicable). Customers renewed on
an annual basis must provide written cancellation notice sixty
(60) days prior to or within the first thirty (30) days of their
renewal period. Although Loyote&Loyote+ may choose to send a
reminder email prior to charging a customer for a renewal fee,
Loyote&Loyote+ is not responsible for notifying a customer of
this automated renewal.

Subscription Cancellation within the Contract Term – Customers
enrolled in Monthly or Annual subscription plans shall provide at
least sixty (60) days’ written cancellation notice. If, prior to
the subsequent Subscription Period, you desire to terminate the
Loyote&Loyote+ Program, You agree to pay an early cancellation
fee equal to six (6) months of your monthly subscription fee, as
well as a $50 restocking fee via the credit card or ACH on file
with Loyote&Loyote+. If you subscribe to a variable subscription
fee plan, your early cancellation fee is equal to six (6) months
at the most recent monthly billed rate along with a $50
restocking fee. You will not be entitled to any refund of any
pre-paid or prior subscription payments.

Other Events – Each party shall have the right to terminate the
Agreement upon written notice to the other party: (i) upon the
institution of insolvency, receivership or bankruptcy proceedings
or any other proceedings for the settlement of debts of the other
party that is not otherwise dismissed within sixty (60) days of
such institution; (ii) upon the making of an assignment for the
benefit of creditors by the other party; or (iii) upon the
dissolution of the other party. Notwithstanding the foregoing,
Loyote&Loyote+ may terminate the Agreement and/or your access to
one or all Loyote&Loyote+ Programs in the event you fail to
remain current in all fees due and owing to Loyote&Loyote+ or in
the event you breach any of your obligations under the Agreement.
Loyote&Loyote+ will cease to collect the monthly subscription fee
at the point in time in which Loyote&Loyote+ has received your
returned Loyote&Loyote+ Kit.

In the event of any termination of the Agreement or any
Loyote&Loyote+ Program, Loyote&Loyote+ shall be entitled to send
e-mail and/or other communications to some or all of your loyalty
program members, notifying each such member of your termination
of the Loyote&Loyote+ Program. In addition to the foregoing
permissible e-mail, Loyote&Loyote+ shall be entitled to take
other actions, at its discretion, to assist your loyalty program
members in protecting the points earned within the Loyote&Loyote+
Program and providing them an opportunity to redeem points
earned.

In addition, all items in the Loyote&Loyote+ Kit must be returned
to Loyote&Loyote+ in specified return packaging provided by
Loyote&Loyote+. If you were not previously provided with
specified return packaging, Loyote&Loyote+ will provide you with
specified return packaging at no cost to you, otherwise you will
be charged for packaging materials. You are responsible for all
return shipping charges and for any damage incurred in the
shipping process. If any item in the Loyote&Loyote+ Kit is not
returned, Loyote&Loyote+ will charge you for the cost of the item
not returned. Loyote&Loyote+ will prorate the last monthly
subscription fee based on the date the Loyote&Loyote+ Kit is
received by Loyote&Loyote+. You may be required to fill out an
exit survey in order to complete any cancellation request.
Loyote&Loyote+ may refuse to accept the return of its equipment
until the exit survey is completed. If You do not complete the
exit survey in a timely fashion, You may be charged a fee for
missing equipment until the exit survey is completed. Any
provision of the Agreement which contemplates performance or
observance subsequent to any termination or expiration of the
Agreement shall survive any termination or expiration of the
Agreement and continue in full force and effect. Upon expiration
or termination of this agreement all items in the Loyote&Loyote+
Kit must be returned to Loyote&Loyote+ within 14 days. If the
tablet(s) is(are) lost or not returned within 14 days, you will
be charged a penalty fee to cover the tablet equipment costs as
well as a non–refundable late fee.

6. Representations and Warranties; Disclaimer.
(i) Loyote&Loyote+ warrants that Loyote&Loyote+ has the authority
to enter into this Agreement.
(ii) You represent, warrant and covenant to Loyote&Loyote+ that:
(a) you have the authority to enter into this Agreement; (b) you
will take proper care of the Loyote&Loyote+ Kit and/or all
equipment provided by Loyote&Loyote+ to you and maintain all such
equipment in good working order; (c) you will only use the
Loyote&Loyote+ Programs for lawful purposes and will not violate
any law of any country or the intellectual property rights of any
third party; and (d) you will not use any Loyote&Loyote+ Program
to send any e-mail or other communications which violate any
applicable regulation, rule, industry protocol or law (including,
without limitation, the CAN-SPAM Act).

(iii) EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 6, Loyote &
Loyote+ EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF QUALITY,
ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT. IN ADDITION, Loyote&Loyote+ & Loyote&Loyote++
DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO ANY MINIMUM
LEVEL OF UPTIME FOR THE Loyote & Loyote+ PROGRAM OR THE RESULTS
THAT YOU MAY ACHIEVE ON ACCOUNT USING ANY Loyote & Loyote+
PROGRAM OR SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, YOU EXPRESSLY AGREE THAT THE USE OF Loyote & Loyote+
PROGRAMS OR SERVICES AND THE INTERNET IS AT YOUR SOLE RISK.
Loyote & Loyote+ PROGRAMS AND SERVICES ARE PROVIDED ON AN “AS IS”
AND “AS AVAILABLE” BASIS, AND UNDER NO CIRCUMSTANCES SHALL Loyote
& Loyote+ BE LIABLE TO YOU OR ANY OTHER PARTY ON ACCOUNT OF ANY
DOWNTIME WITHIN ANY Loyote & Loyote+ PLATFORM OR APPLICATION. YOU
HEREBY ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR OBTAINING
AND/OR PROVIDING INTERNET SERVICE TO ALL LOCATIONS IN WHICH THE
Loyote & Loyote+ PROGRAMS ARE TO OPERATE.

7. Confidential Information.
Any information that a receiving party knows or has reason to
know (either because such information is marked or otherwise
identified by the disclosing party orally or in writing as
confidential or proprietary, has commercial value, or because it
is not generally known in the relevant trade or industry) is
“Confidential Information” of the disclosing party and will
remain the sole property of the disclosing party. Such
Confidential Information includes but is not limited to data,
information (including personally identifiable information),
ideas, materials, specifications, procedures, schedules,
software, technical processes and formulas, source code, product
designs, sales, cost and other unpublished financial information,
product and business plans, advertising revenues, usage rates,
advertising relationships, projections, marketing data and other
similar information provided by a party. For avoidance of doubt,
Customer Data shall be deemed Confidential Information of
Loyote&Loyote+. Each party agrees that it will not disclose, use,
modify, copy, reproduce or otherwise divulge such Confidential
Information to any third party without the prior written approval
of the disclosing party except that the receiving party shall
have the right to disclose such Confidential Information to the
extent required by applicable law or to the directors, officers
or employees of the receiving party who have a need to know such
Confidential Information in order to perform its obligations
under the Agreement and to the extent such directors, officers or
employees are subject to obligations of confidentiality and non-
disclosure that are substantially similar to the obligations set
forth in the Agreement. The prohibitions contained in this
Section will not apply to information (i) already lawfully known
to the receiving party prior to disclosure by the disclosing
party; (ii) independently developed by the receiving party
without access to or use of the disclosing party’s Confidential
Information; (iii) disclosed in published materials; (iv)
generally known to the public; or (v) lawfully obtained from any
third party. In addition, a party will not be considered to have
breached its obligations under the Agreement to the extent
Confidential Information is required to be disclosed by any
governmental authority, provided that, to the extent legally
practicable, the receiving party advises the disclosing party
prior to making such disclosure in order that the disclosing
party may object to such disclosure, take action to ensure
confidential treatment of the Confidential Information, or take
such other action as it considers appropriate to protect the
Confidential Information.

8. Dispute Resolution; Governing Law.
In the event of a reward dispute or mistake between a Merchant
and User, Loyote&Loyote+ may in its sole discretion and without
liability of any kind unilaterally make adjustments to User
reward points (it being understood that Loyote&Loyote+ shall not
be (i) obligated to make any such adjustment or otherwise get
involved with or provide any assistance towards resolving any
such dispute, or (ii) be liable to any party for any damages,
expenses or liabilities arising out of any such dispute). To the
extent any disputes arise under the Agreement or otherwise
between the parties, the parties will first attempt in good faith
to resolve their dispute informally. This Agreement is governed
by the State of Illinois and you expressly agree to the exclusive
jurisdiction for any claim or dispute with Loyote&Loyote+ in the
federal and state courts within the jurisdiction of the United
States District Court for the State of Massachusetts. The United
Nations Convention on Contracts for the International Sale of
Goods will not apply to the Agreement.

9. Indemnification.
You will defend, indemnify, and hold Loyote&Loyote+ and its
affiliates and their respective directors, officers, employees,
agents and representatives harmless from and against any third
party suit, proceeding, assertion against any damages, judgments,
liability, costs and expenses (including without limitation any
reasonable attorneys’ fees) incurred arising from your breach of
this Agreement, your negligence or misconduct, any dispute you
may have with any other party in connection with any
Loyote&Loyote+ Program or otherwise related in any way to any
Loyote&Loyote+ Program, your unauthorized use or misuse of the
Loyote&Loyote+ Programs or any unauthorized combination of any
Loyote&Loyote+ Program with any hardware, software, products,
data or other materials not specified or provided by
Loyote&Loyote+.

10. Limitation of Liability.
Loyote&Loyote+’s aggregate liability for all claims (including
claims for indemnification of third party damages) arising out of
the Agreement, whether in contract, tort or otherwise, will not
exceed the amount of fees paid by you to Loyote&Loyote+ under the
Agreement during the twelve (12) months preceding the date on
which the applicable claim occurred. To the maximum extent
permitted by applicable law, in no event will Loyote&Loyote+ be
liable for any loss of business profits, business interruption,
loss of data or any special, indirect, exemplary, incidental or
consequential damages arising from or in relation to the
Agreement or the use of the Services or any Loyote&Loyote+
Program, however caused and regardless of theory of liability. In
addition, Loyote&Loyote+ will not be liable for damage (physical
or otherwise) incurred by you upon any asset or property from the
installation or removal of any Loyote&Loyote+ product or add-on
in-store and will not be responsible for replacement or cost of
repair if damages occur. This limitation will apply even if such
damages were foreseeable and you have been advised or are aware
of the possibility of such damages.

11. Notice.
Except where explicitly provided otherwise herein, any notice
required or permitted hereunder will be delivered to the contact
person listed on the Order Information as follows (with notice
deemed given as indicated): (i) by personal delivery when
delivered personally; (ii) by established overnight courier upon
written verification of receipt; (iii) by facsimile transmission
when receipt is confirmed orally; (iv) by certified or registered
mail, return receipt requested, upon verification of receipt; or
(v) by electronic delivery when receipt is confirmed orally.

12. Assignment.
You may not, without the prior written consent of Loyote&Loyote+,
assign the Agreement, in whole or in part, either voluntarily or
by operation of law, and any attempt to do so will be a material
default of the Agreement and will be void; provided, however,
that in the event of a sale of substantially all of your assets
or equity to a third party or any merger of your entity with an
into a third party, this Agreement shall be deemed, without any
further action on the part of any party, to automatically be
assigned to and assumed by the acquirer in such transaction and
as such, shall be binding on such acquirer. The Agreement will be
binding upon and will inure to the benefit of the respective
parties hereto, their respective successors in interest, legal
representatives, heirs and assigns.

13. No Third Party Beneficiaries.
The Agreement is solely for the benefit of the parties and their
successors and permitted assigns, and does not confer any rights
or remedies on any other person or entity.

14. Amendment; Waiver.
This Agreement may be changed by Loyote&Loyote+ upon posting an
updated version of the Agreement at Loyote&Loyote+’s website
and/or within the applicable Loyote&Loyote+ Program, any such
change to become effective 10 business days after posting such
updated version of the Agreement as described above. The failure
of either party to exercise or enforce any of its rights under
the Agreement will not act as a waiver of subsequent breaches and
the waiver of any breach will not act as a waiver of subsequent
breaches.

15. Severability.
If any provision of the Agreement is held by a court or other
tribunal of competent jurisdiction to be unenforceable, that
provision will be enforced to the maximum extent permissible
under applicable law and the other provisions of the Agreement
will remain in full force and effect.

16. Force Majeure.
Neither party shall be liable to the other if such party is
prevented from performing any of its obligations under the
Agreement (excluding fee payment obligations) due to any cause
beyond the party’s reasonable control including, without
limitation, an act of God, fire, flood, explosion, terrorism,
war, embargo, government regulation, civil or military authority,
acts or omissions of carriers, transmitters, providers, or acts
of vandals, or hackers. The time for that party’s performance
will be extended for the period of the delay or failure to
perform due to such occurrence, except that you will not be
excused from the payment of any sums of money owed by you to
Loyote&Loyote+ provided prior to the force majeure event.

17. Independent Contractor.
The Agreement will not be construed as creating or constituting a
partnership, joint venture, or agency relationship between the
parties. Neither party will have the power to bind the other or
incur obligations on the other’s behalf without the other’s prior
written consent.

18. Compliance with Laws.
Each party will comply with all applicable laws, regulations, and
ordinances relating to their performance hereunder.

19. Entire Agreement.
The Agreement (including, without limitation, the Merchant
Agreement and these Merchant Terms) constitute the entire
agreement between Loyote&Loyote+ and you with respect to the
subject matter hereof and all prior oral or written agreements,
representations or statements with respect to such subject matter
are superseded hereby.

20. Goal Gradient Loyalty Participation
Loyote&Loyote+ may, at its sole discretion from time to time,
elect to make point adjustments for first-time member visits
(such as, by way of example, offering members the opportunity to
earn extra points in connection with the first visit to a given
Merchant location). These adjustments are intended to encourage
greater follow-up participation to your program. This feature is
automatically enabled with the onboarding of your loyalty
program; provided, however, that you may elect to opt out of this
program by providing written notice of such opt-out to
Loyote&Loyote+.

21. Loyalty Campaign Terms of Use
The following terms shall, in addition to all of the other terms
set forth in this Agreement, govern your use of Loyote&Loyote+’s
“Loyalty Campaign” platform (the “Loyalty Campaign Platform”),
which, at a general level, allows you to communicate with
Loyote&Loyote+ members.

General Rules
You shall, as a condition to making any use of the Campaign
Platform, be required to follow these rules:

You won’t send Spam! While you are responsible for making
yourself of aware of current anti-SPAM and similar regulations
that may be in effect from time to time, as a general rule, you
should assume that if you send people mass email without their
permission, you’re spamming.
You won’t violate Loyote&Loyote+’s Acceptable Use guidelines,
established below, as they may be in effect from time to time,
which is part of this Agreement. If you violate any of these
rules, Loyote&Loyote+, in addition to any other rights or
remedies that Loyote&Loyote+ may have hereunder or otherwise, may
suspend or terminate your account.
In the event you have purchased a subscription which allows
unlimited use of Loyalty Campaign Platform, to the extent that
Loyote&Loyote+, in its sole discretion, determines that you are
abusing the Loyalty Campaign Platform, violating any law or
regulation, violating the CAN-SPAM Act or any other e-mail
regulation or otherwise abusing or misusing the Campaign Platform
in any way, Loyote&Loyote+ shall, in addition to any other
remedies available to Loyote&Loyote+ in this Agreement and/or at
law, be entitled to unilaterally adjust your allowed use of the
product.
22. Membership Status Programs
You hereby agree and acknowledge that Loyote&Loyote+ may, from
time to time, offer and administer a program currently referred
to as the “Membership Status” program. Pursuant to such program,
Loyote&Loyote+ members that are sufficiently active using the
Loyote&Loyote+ Programs can achieve various levels of status.
Loyote&Loyote+ shall have sole discretion in determining the
activity required to obtain each of the status levels within the
Membership Status program from time to time. Loyote&Loyote+
members that have achieved any such level of status may be
entitled to receive discounts on points and/or other benefits
across the entire Loyote&Loyote+ network, including without
limitation at each of your locations. You hereby agree to honor
all such discounts and recognize such status, except to the
extent you have opted out of participation in the Loyote&Loyote+
Membership Status program by written notice.

Compliance with Laws
You represent and warrant that your use of the Campaign Platform
will comply with all applicable laws and regulations. You are
responsible for determining whether Loyote&Loyote+’s services are
suitable for you to use in light of any regulations such HIPAA,
GLB, EU Data Privacy Laws and/or other laws. If you are subject
to regulations (such as HIPAA) and you use the Campaign Platform
or any other Loyote&Loyote+ service, then Loyote&Loyote+ will not
be liable if any such service does not meet those requirements.

Acceptable Use
You shall refrain from using the Loyalty Campaign Platform to
send anything offensive, to promote anything illegal, or to
harass anyone. Not in limitation of the foregoing, you may not
send:

Pornography or other sexually explicit Emails
Emails offering to sell illegal goods or services
Emails that violate CAN-SPAM Laws or any other applicable laws or
regulations
Acceptable Use – Prohibited Actions
Loyote&Loyote+ works hard to keep its system clean, but
Loyote&Loyote+ also counts on its customers to pitch in. As such,
you may not:

Send Spam (as noted above).
Share your password.
Use any of the Loyalty Campaign Platform to create a competing
product.
Import or incorporate any of this information into any lists,
emails or uploads to our servers: Social Security numbers,
passwords, security credentials, or sensitive personal
information of any kind.
Send any messages through the Campaign Platform that are not
appropriate for its intended use.
Use an outside unsubscribe process.
Privacy Policy
DATE LAST MODIFIED: February 1st, 2019

Importance of Your Privacy.
At Loyote&Loyote+, your privacy is of great importance to us. We
understand that you entrust us with certain private information
to help us provide various products and services. In exchange for
your trust, you expect and deserve our commitment to treat your
information with respect and in accordance with this Privacy
Policy. Rest assured that we will protect your privacy. Under no
circumstances will Loyote&Loyote+ sell or share any personal
information about you to or with any person or organization
except (i) as authorized by you, (ii) as described in the
relevant portion of Loyote&Loyote+'s Website (the "Website"),
(iii) in connection with providing various products and/or
services to you (the "Services"), (iv) to the extent you make any
use of Loyote&Loyote+'s mobile software application commonly
referred to as "Loyote&Loyote+ Rewards" or any other
Loyote&Loyote+ mobile application (the "Application"), to
merchants with which Loyote&Loyote+ has a business relationship,
(v) as may be required by law or court order, or (vi) as
otherwise set forth herein. The Privacy Policy below describes
the standards we adhere to in handling information about you and
any personal information you submit through the Website and/or
the Application.

PLEASE READ THIS PRIVACY POLICY CAREFULLY BEFORE SUBMITTING ANY
INFORMATION TO Loyote & Loyote+ OR THROUGH ANY Loyote & Loyote+
SOFTWARE OR MOBILE APPLICATION. BY SUBMITTING ANY INFORMATION YOU
ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THIS POLICY
AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE
TO BE BOUND BY THE TERMS OF THIS PRIVACY POLICY, SIMPLY EXIT THIS
PAGE AND/OR THE APPLICATION WITHOUT ACCESSING OR USING ANY OF OUR
SERVICES.

A Special Note About Children.
Children are not eligible to use our Services and we ask that
minors (under the age of 13) do not submit any personal
information to us or use the Services. Loyote&Loyote+ does not
collect or maintain information from those actually known to be
under the age of 13, and no part of Loyote&Loyote+'s website, the
Application or Services is structured to attract anyone under the
age of 13. Other age restrictions may be set forth in
Loyote&Loyote+'s Terms of Use from time to time.

Important Categories of Information for you to Know:
Who we are
Information we may collect at the Website or through the
Application
How your information is used
Altering the information you submit through the Website and/or
Application
1. Who We Are.
Loyote&Loyote+ operates a website located at www.loyote.com &
www.loyoteplus.com and the Application through which certain
rewards and/or loyalty programs may be administered.

2. Information We Collect.
There are several areas on the Website and/or within the
Application where you may be asked to enter both personal and
non-personal information including, by way of example and without
limitation, your name, address, phone number, credit card
information, birthday, Facebook and/or Twitter usernames, and
information regarding your cell phone and/or other mobile device.
In addition, when you use the Application Loyote&Loyote+
automatically receives and records information on our server logs
from your browser or mobile platform, including your IP address
and location. Loyote&Loyote+ also collects and uses additional
information from users such as transaction location, purchase
activity, Application open date and time, idle time, and all
clicks and/or swipes within the application (together with time
and order). Loyote&Loyote+ may also collect information posted by
users on social media sites for users that have opted to connect
to or otherwise link Loyote&Loyote+ with social media accounts
including Facebook and Twitter. We treat this data as non-
personal information for purposes of providing the Services,
except where we are required to treat it as personal information
under applicable law. We DO NOT sell or share any personal
information about you to or with any person or organization
except (i) as authorized by you, (ii) as set forth in the
relevant portion of the Website, Application or within any
agreement between us, (iii) in connection with providing various
products or Services to you (either directly or through one or
more third parties), (iv) as may be required by law or court
order, or (vi) as otherwise set forth herein. In particular, and
not in limitation of the foregoing, information you enter at the
Website and/or Application (i) will be shared with the merchants
or third party service providers with which Loyote&Loyote+ has
entered into a business relationship in order to provide the
Services, and (ii) may be shared with various third parties in
connection with making available to you certain offers (which
offers may be based on or related to your location at the time
the offer is made available to you). In addition, Loyote&Loyote+
may sell, disclose or otherwise use information gathered on the
Website or within the Application to third parties on an
aggregated basis.

(a) Information we receive from you. To use certain of
Loyote&Loyote+'s Services and/or to access the Application,
you'll need to provide certain personal information which may
include, without limitation, your name, address, birthday, phone
number, credit card information, Facebook and/or Twitter user
names, e-mail address, information regarding your cell phone or
mobile device and other information.

(b) Technical information we collect. In order for Loyote&Loyote+
to ensure that we are providing the best possible consumer
experience on the Website and within the Application, we collect
and track certain user information. When you visit the Website,
our Web server may send a cookie to your computer. This cookie
would be intended to store a limited amount of information about
your site visit. The cookie tracks aggregate information on how
our site is being used, including session counts, navigation
patterns, pages visited, etc. These cookies, however, do not
store any personally identifiable information such as your name,
email address or phone number as you browse the site. When you
submit a question, we store your cookie identification in our
system. This cookie allows our site to recognize you when you
return. Loyote&Loyote+ may also utilize Web Logs to track
aggregate information about how our site and/or the Application
is being used. Web Logs track anonymous user information,
including the number of visitors to the Website, operating
systems, Internet Provider addresses (if publicly available), and
browser type. Unlike cookies, Web Logs are maintained only on
Loyote&Loyote+ servers and do not store or place anything on the
user's computer.

If you come to the Loyote&Loyote+ Website from an online banner
ad, an anonymous identification number may be passed to the
Website. This information cannot be used to gather any personally
identifiable information about you. It will only allow us to
track the overall effectiveness of our online advertising,
marketing and banner advertisement campaigns.

(c) Other Information we get from your use of the Services. We
may collect information about the Services that you use and how
you use them. This information includes:

Device information
We may collect device-specific information (such as your hardware
model, operating system version, unique device identifiers, and
mobile network information including phone number).

Location information
When you use the Service or access the Application, we may
collect and process information about your actual location. We
may also use various technologies to determine location, some of
which may be made available through third party licensors.

(d) Information from surveys. You may have the option of
completing an online survey at the Website or within the
Application from time to time. Participation in surveys is
completely voluntary and it is your choice whether or not you
wish to disclose your personal information to us in connection
with any such survey.

(e) Information from the "Contact Us" section of the Website or
Application. You may contact Loyote&Loyote+ through the "Contact
Us" feature. Participation in this area is completely voluntary
and it is your choice whether or not you wish to disclose your
personal information to us.

(f) Information collected other sections of the Website or
Application. Loyote&Loyote+ may, from time to time, make various
resources available to you at the Website or within the
Application. At times we may collect personal information in
connection with providing such services.

3. How Your Information Is Used.
We use the information you provide to provide the applicable
Services to you, either directly or through third party service
providers, as further described above in this Privacy Policy.
Loyote&Loyote+ may also share certain aggregated data with other
third parties for general marketing and demographic purposes;
however, this data, when shared on an aggregated basis, does not
include any of your personal identifying information. Some of our
Services may be offered in conjunction with partner companies,
affiliates or other companies or websites with which we work. In
order for us to provide these Services to you, it may be
necessary for us to share your personal information with one of
such entities. These parties are not allowed to use personally
identifiable information except for the purpose of providing
these Services. If you do not want your data to be shared, you
can choose not to allow the transfer by not using that particular
Service.

In addition to the uses of the information described above,
Loyote&Loyote+ may, from time to time, collect purchasing
information and/or data from other sources. Loyote&Loyote+ may
collect this information for purposes of performing analytics and
conducting consumer research. This information may be used to
communicate and provide additional information that may be of
interest to you and our merchants.

In addition, Loyote&Loyote+ may disclose account or other
personal information when we have reason to believe that
disclosing this information is necessary to identify, contact or
bring legal action against someone who may be causing injury to
or interference with Loyote&Loyote+'s rights or property, other
Website or Application users or anyone else that could be harmed
by such activities.

We may, from time to time, sell leads to third parties that we
believe might be of interest to you, and such leads may contain
certain information you have provided to us. Such third parties
may use such information to contact you with offers and/or other
information they believe may be of interest to you. If you do not
want us to include your information in any such sale of leads,
you are free to opt out by e-mailing us at
contracts@loyote.com.

4. Altering Information You Submit.
(a) Deleting your information. Federal and state regulations may
require that we store questions or submissions for various
periods of time. In order to comply with these regulations, we
may be unable to delete information from our databases.

(b) Altering Information. Loyote&Loyote+ may alter, modify or
delete any information you submit to the Website or through the
Application if it believes, in its sole discretion, it is
necessary or desirable to do so.

(c) Request to stop receiving emails from us. Periodically,
Loyote&Loyote+ may send you emails to alert you to various
opportunities or offers available at the Website or within the
Application. If you do not wish to receive any of these offers,
please send an e-mail to support@loyote.com to remove
yourself from our mailing list.

Security
Loyote&Loyote+ uses extensive and sophisticated secure technology
to protect your data and transmissions between you and
Loyote&Loyote+. Transmission between browsers and our web server
is implemented using either Secure Sockets Layer (SSL) technology
or Loyote&Loyote+'s proprietary mobile application that utilizes
SSL-encrypted communication. This technology requires an SSL-
capable browser. Although Loyote&Loyote+ has taken these
reasonable and appropriate measures to ensure that your personal
information is delivered and disclosed only in accordance with
your instructions, Loyote&Loyote+ cannot and does not guarantee
that the personal information you provide will not be intercepted
by others and decrypted.

Changes to Privacy Policy
If we make a change to our Privacy Policy in the future that will
affect how we treat your information, we will post such change at
the Website and/or within the Application, and such change will
be deemed to be effective 2 days from the date of such posting.
In that case, your ability to opt out of the new policy will be
determined by applicable laws.

Business Transfer
We may, in the future, sell or otherwise transfer some or all of
our assets or equity to a third party. Your personally
identifiable information and other information we obtain from you
via the Website or the Application may be disclosed to any
potential or actual third party purchasers of such assets or
equity and may be among the assets transferred.

Acceptance
If you do not agree to the terms of this Privacy Policy, please
do not provide us with any information and do not use the Website
or the Application. By using the Website or the Application and
voluntarily providing information to us, you consent to our
collection and use of the information as set forth in this
Privacy Policy.

Links
The Website and/or Application may contain links to other
websites or applications that are owned and operated by third
parties that are not affiliated with us. When you use those
links, you leave the Website or Application (as applicable) and
we are unable to control how the owners of the websites or
applications you link to handle any information they gather about
you, including their privacy practices and use of cookies. This
Privacy Policy applies only to the Website and Application and
does not govern activities on linked websites or applications. We
encourage you to review the privacy policy of any other website
or application you visit, download or access to understand its
owner's practices on how it collects, uses and discloses your
information.

PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR
RECORDS.

General Site Terms
These General Website Terms govern all visits to and/or any use
of any portion of the website located at www.loyote.com &
www.loyoteplus.com, www.beantownlab.com and/or any affiliated
websites.

All information, images, designs and/or content posted at the
Loyote&Loyote+ website from time to time is owned solely and in
full by Loyote&Loyote+, Inc., and may not be accessed or used in
any way except to the extent explicitly set forth in these
General Website Terms.

You may not use any page-scrape, deep-link, robot, crawl, index,
spider, click spam, macro programs, Internet agent, or other
automatic device, program, algorithm or methodology which is
intended to approximate any of the foregoing actions, to use,
access, copy, acquire information, generate impressions or
clicks, input information, store information, search, generate
searches, or monitor any portion of the Loyote&Loyote+ website or
take any action in respect of merchants and/or other company
information listed at the Loyote&Loyote+ website from time to
time.

You may not modify, re-render, frame, mirror, truncate, add to,
inject, filter or change the order of the information contained
on any page of the Loyote&Loyote+ web pages or any merchant
information on any other web site or for any purpose without our
express written permission.

You may not copy, display, distribute, download, license, modify,
publish, re-post, reproduce, reuse, sell, transmit, use to create
a derivative work or otherwise use the content of this website
for public or commercial purposes without our express written
permission. Nothing on this website shall be construed to confer
any grant or license of any intellectual property rights, whether
by estoppel, by implication or otherwise.

You may not copy, derive, edit, translate, decompile, reverse
engineer, modify, use, or reproduce any code or source relating
to our website, including without limitation, any service or
product Loyote&Loyote+ offers.

You may not cause to appear any pop-up, pop-under, exit windows,
expanding buttons, banners advertisement, or anything else which
minimizes, covers or otherwise inhibits the full display of the
Loyote&Loyote+ website.

You may not use the Loyote&Loyote+ website in any way which
depletes web infrastructural resources, slows the transferring or
loading of any web page or interferes with the normal operation
of our website.

You may not upload or transmit to the Loyote&Loyote+ website any
device, software, program or file that may damage the operation
of any computer or the Loyote&Loyote+ website, including without
limitation, viruses or corrupt files.

You may not disguise the origin of information transmitted to,
from, or through the Loyote&Loyote+ website. You may not
circumvent any measures implemented by Loyote&Loyote+ aimed at
preventing violations of these General Website Terms. You may not
violate the restrictions in any robot exclusion header.

When you use the Loyote&Loyote+ website or any information
included therein for an authorized purpose, you must include all
proprietary notices without changing, hiding or deleting them.

Loyote&Loyote+ makes no representations or warranties regarding
any content or information posted at the Loyote&Loyote+ website
from time to time, including as to whether or not such content or
information is accurate.

The Loyote&Loyote+ Website uses the Google AdWords remarketing
service to advertise on third party websites (including Google
and Facebook) to previous visitors to the Loyote&Loyote+ Website.
We may, in connection with the foregoing, advertise to previous
Website visitors, some of whom may not have completed any tasks
on the Website (e.g. using contact forms to make an inquiry).
Such remarketing may be in the form of an advertisement on one or
more Google search results pages, or various websites in the
Google Display Network. Third party vendors, such as Google, use
cookies to serve advertisements based on an Internet user’s past
visits to the Loyote&Loyote+ Website.