Terms and Conditions

Agreement Regarding Terms and Conditions

Welcome to the Rainbow Rewards USA, Inc. ("RR") website (the "Site"). RR makes its Site available to you subject to these Terms and Conditions of Service ("Terms and Conditions"), and by accessing and/or using this Site you indicate your agreement to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, do not access this Site. RR reserves the right to change these Terms and Conditions, and your continued access or use of this Site constitutes agreement to all such changes. RR includes Rainbow Reward Holdings, Ltd. and its affiliates.

Registration

If you register to become an RR member ("Member"), you agree that it is your responsibility to keep your Member information current, complete and accurate by periodically updating your information in the appropriate section of the Site. RR does not represent, warrant or guarantee that any particular Participating Merchant (as defined below) will accept your debit card or credit card registered with RR ("Registered Card") as payment for services or goods provided by such Participating Merchant as certain Participating Merchants may not accept one or more of the type of Registered Cards described above (e.g., American Express®, MasterCard® or Visa®). IF YOU REGISTER TO BECOME A MEMBER, YOU AUTHORIZE RR TO PERFORM ALL ACTIONS NECESSARY TO OPERATE THE RAINBOW REWARDS PROGRAM UNDER THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION OBTAINING YOUR TRANSACTION INFORMATION FROM, AND SHARING YOUR PERSONAL INFORMATION WITH, ANY LOYALTY PROGRAM PROCESSOR OR PAYMENT CARD NETWORK (INCLUDING WITHOUT LIMITATION, VISA, MASTERCARD AND AMERICAN EXPRESS).

Member Rewards

Certain merchants have entered into agreements with RR pursuant to which such merchants (each a "Participating Merchant") have agreed to participate in the program ("Program") available in connection with the Site.

Subject to these Terms and Conditions, upon registering and becoming a Member of the Program, you will be eligible to receive rewards (the "Rewards") from RR when you use a Registered Card to pay for goods and/or services at a Participating Merchant (a "Transaction"). Subject to these Terms and Conditions, such Rewards will be in the form of Reward Points ("Points") credited to your Rainbow Rewards loyalty program account ("Account") registered with RR. The Points are redeemable in cash that will be sent to your bank account by direct deposit or by check at the frequency selected by the Member.

A current list of Participating Merchants is available on this Site. Participating Merchants are added to or withdrawn from the Program from time to time and Rewards awarded for purchases at Participating Merchants may vary from time to time. If a particular merchant does not appear in the search results of this site on the date you purchase a service or product from a merchant, that merchant is not currently participating in the Program and shall not be deemed a Participating Merchant for purposes of these Terms and Conditions.

Though RR has been advised that Rewards are generally considered non-taxable rebates, you are responsible for any tax consequences resulting from your receipt of Rewards under the Program. RR may report Rewards provided to you as appropriate to the relevant tax authorities.

Where a special pricing arrangement has been negotiated with a Participating Merchant, Rewards may not be available when used with coupons, discount cards, promotions or special events such as large business functions. Any Rewards incorrectly granted to you while a special pricing arrangement was in effect may be reversed by RR. You may contact RR toll free at 866-277-0254 or via email at support@rainbowrewards.com.

Reward Account

Rainbow Rewards Account. Points you accrue as a result of Transactions that qualify for Rewards ("Qualifying Purchases") will be posted to your Account. The Rainbow Rewards Site will display a summary of Qualifying Purchases in your Account. Generally, Qualifying Purchases and Points will be posted to your Account within ten (10) business days. However, we will not be liable for damages resulting from any failure to post Points or Qualifying Purchases to your Account in a timely manner. You acknowledge and accept that you are solely responsible for checking your Account to verify that all Points and Qualifying Purchases have been properly posted.

Redeeming Rewards

You may redeem your reward account balance by choosing one of two methods: by a check mailed to you, or by via an ACH deposit to your financial institution account. Rainbow Rewards currently charges a $3 check processing fee for redemption by check. Other forms of redemption may carry a fee in the future and Rainbow Rewards retains the right to change its redemption fee structure in the future. Rainbow Rewards automatically issues reward redemptions quarterly when the rewards account balance reaches $25. The member may request payment at any time at a lower account balance if the member contacts customer support. Rainbow Rewards may at is discretion issue reward payments in special promotions at account balance below $25. In such promotions, Rainbow Rewards waives redemption fees.

Correcting Errors

If you believe that a Qualifying Purchase or Points for such Qualifying Purchase have not been properly posted to your Account, then you must inform RR within 120 days of the Qualifying Purchase for which you are claiming that Points should have been posted. In such circumstances, you must send proof of purchase (a copy of the receipt or statement) with your name and address using the contact information below:

Rainbow Rewards
Purchase Qualification
999 18th Street, Suite 2250
Denver, CO 80202

support@rainbowrewards.com
Fax: 303-339-4692

Receipts sent in after the 120-day period or which otherwise do not comply with the foregoing requirements will not be considered for Rewards. RR reserves the right, however, to determine, in its sole and absolute discretion, whether Points should have been posted to your Account. You acknowledge that any such determination by RR will be final and binding.

Account Adjustments

In the event of any abusive or fraudulent activity related to your participation in the Rainbow Rewards Program as determined by RR in its sole discretion, RR reserves the right to make any adjustments to your Account at any time. Any such adjustments, however, will be made in accordance with these Terms and Conditions, any RR Policies, any applicable laws, rules or regulations, and the terms of any Participating Merchant offers.

Returning and Rescinding Rewards

In our sole discretion, we may deduct Rewards or Points from your RR Account in order to make adjustments for returns and cancellations with respect to Qualifying Purchases.

Ownership

All right, title and interest in this Site and any content contained herein is the exclusive property of RR. This Site is intended for personal, non-commercial use. You may print, copy and download any information or portion of this Site for your personal use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes in whole or in part any information, software, products or services obtained from this Site, except for the purposes expressly provided herein, without RR’s prior written approval. Unauthorized use of this Site and or any RR systems, including, but not limited to, unauthorized entry into RR’s systems, misuse of passwords or misuse of any other information, is strictly prohibited. You may not use this Site in any manner that could damage, disable, overburden, or impair any RR site or service or interfere with any other party’s use and enjoyment of any RR site or service. You may not attempt to gain unauthorized access to any RR site or service, computer systems or networks connected to any RR site or service, through hacking, password mining or any other means. You agree that you will not engage in any activities related to this Site that are contrary to applicable laws or regulations.

RR reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on this Site and to suspend and/or deny access to this Site for scheduled or unscheduled maintenance, upgrades, improvements or corrections. The information and materials on this Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and RR does not undertake any obligation or responsibility to update or amend any such information. RR may discontinue or change any product or service described in or offered on this Site at any time.

Disclaimers

You understand that RR does not operate or control the products or services offered by Participating Merchants. Participating Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. RR is not a party to the transactions entered into between you and Participating Merchants. Neither RR nor its card-issuing partners are responsible for the quality or quantity of goods or services obtained from Participating Merchants.

ALTHOUGH THE INFORMATION PROVIDED TO YOU ON THIS SITE IS OBTAINED OR COMPILED FROM SOURCES RR BELIEVES TO BE RELIABLE, RR CANNOT AND DOES NOT WARRANT OR GUARANTEE THE ACCURACY, VALIDITY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION OR DATA MADE AVAILABLE TO YOU.

ALL INFORMATION, PRODUCTS AND SERVICES ON, OR MADE AVAILABLE THROUGH, THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. RR DOES NOT WARRANT THAT THE PROGRAM, INFORMATION OR SERVICES PROVIDED BY RR OR YOUR USE OF THIS SITE GENERALLY, EITHER EXPRESSLY OR IMPLIEDLY, WILL MEET YOUR EXPECTATIONS OR WILL BE FIT FOR ANY PARTICULAR PURPOSE. YOU AGREE THAT PARTICIPATION IN THE PROGRAM IS AT YOUR SOLE RISK AND THAT THE PROGRAM IS PROVIDED TO YOU "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

Limitations of Liability

NEITHER RR, NOR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS OR EMPLOYEES, THIRD PARTY VENDORS, ANY LOYALTY PROGRAM PROCESSOR, OR PAYMENT CARD NETWORK, WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR (A) ANY LOSS OR DAMAGE THAT YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THIS SITE, OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THIS SITE, THE DATA CONTAINED HEREIN OR THE PRODUCTS OR SERVICES OFFERED ON THIS SITE AVAILABLE TO YOU, OR FROM ANY OTHER CAUSE RELATING TO YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE SITE OR THESE MATERIALS, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF RR OR OF ANY VENDOR PROVIDING SOFTWARE OR SERVICES OR (B) ANY LOSS OR DAMAGE THAT COULD RESULT FROM INTERCEPTION BY THIRD PARTIES OF ANY INFORMATION PROVIDED BY YOU OR SERVICES MADE AVAILABLE TO YOU VIA THIS SITE.

UNDER NO CIRCUMSTANCES SHALL RR, ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, THIRD PARTY VENDORS, ANY LOYALTY PROGRAM PROCESSOR, OR PAYMENT CARD NETWORK, BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND PARTICIPATING MERCHANTS OR FOR ANY INFORMATION APPEARING ON PARTICIPATING MERCHANT SITES OR ANY OTHER SITE LINKED TO THE RAINBOW REWARDS SITE. IN NO EVENT SHALL RR, ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, THIRD PARTY VENDORS, ANY LOYALTY PROGRAM PROCESSOR, OR PAYMENT CARD NETWORK BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM THE USE OF OR THE INABILITY TO USE THE SITE OR THE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY ERRORS IN CALCULATING REWARDS OR IN POSTING POINTS OR QUALIFYING PURCHASES TO YOUR ACCOUNT), REGARDLESS OF WHETHER RR, THE LOYALTY PROGRAM PROCESSOR OR PAYMENT CARD NETWORK WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT YOUR EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS (INCLUDING, WITHOUT LIMITATION, UNAUTHORIZED ACCESS TO TRANSACTION DATA OR PERSONAL INFORMATION), THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. RR CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE.

IN NO EVENT SHALL RR BE LIABLE TO YOU FOR ANY AMOUNT IN EXCESS OF AN AMOUNT EQUAL TO THE TOTAL VALUE OF THE REWARDS YOU SHOULD HAVE RECEIVED FOR QUALIFYING PURCHASES.

Intellectual Property

The trademarks, logos and services marks (collectively, "Marks") displayed on the Rainbow Rewards Site are the property of RR and other parties. You are prohibited from using any Marks for any purpose without the written permission of RR or such third party which may own the Marks. All information and content including any software programs available on or through the Rainbow Rewards Site ("Content") is protected by copyright. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through the Rainbow Rewards Site for commercial or public purposes.

Participating Merchant Policies

Participants in the Program who buy products or services from Participating Merchants will be deemed to be customers of such Participating Merchant. All rules, policies (including privacy policies) and operating procedures of such Participating Merchant will apply to those persons while on such Participating Merchant’s site or local store location. RR is not responsible for information provided by you to Participating Merchants. Participating Merchant and RR are independent contractors and neither Participating Merchants nor RR has the authority to make any representations or commitments on behalf of the other.

Web Cookies

RR uses a permanent cookie file to uniquely identify your computer as you visit the Site from time to time. No personally-identifiable information is collected or shared with any third party using this cookie. RR also uses a temporary cookie file only to track your movement from page to page within our site. The cookie is deactivated when you conclude your secure session. Because this cookie is stored only in your computer’s temporary memory, it is deleted when you sign off of your Account or when you close your web browser.

Most web browsers allow you to modify your preferences to be notified when a cookie is set or to reject all cookies. If you choose to reject the RR cookies, some areas of the Site may not function properly.

Links to Other sites

This Site contains links to third party web sites. These links are provided only as a convenience. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by RR of any information contained in any third party site. In no event shall RR be responsible for the information contained on that site or your use of or inability to use such site. Access to any other web site linked to the Site is at your own risk. You should be aware that linked sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions that differ from the provisions provided on the Site. RR is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions.

Miscellaneous

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to these Terms and Conditions shall be in an appropriate state or federal court located in the City and County of Denver, State of Colorado and the parties unconditionally waive their respective rights to a jury trial. Any cause of action you may have with respect to your use of this Site must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions, and the remainder of these Terms and Conditions shall continue in full force and effect. Except for the Account agreement and Privacy Policy respecting any Account you may have with RR, these Terms and Conditions constitutes the entire agreement between RR and you with respect to this Site and it supersedes all prior or contemporaneous communications, agreements and understandings between RR and you with respect to the subject matter hereof.

Last revised: June 15, 2007