Riiwards Inc. (hereinafter, ” Riiwards” and also “we” or “us”) offers an application which allows business to provide loyalty plans and rewards directly to consumers through web and mobile applications (“Applications”), and provides businesses with programs and applications to acquire, retain consumers and track consumers’ use of applications. These Business Terms and Conditions (“Terms & Conditions”) govern Business access and use of the Applications. “Business” means any brick & mortar, online or combined business, merchant, vendor entity, organization, association and its agents that provides promotional, marketing and advertising content (“Content”) as well as products and services to its end customers (“Consumers”). Applications include the Rewards Marketplace, loyalty programs, birthday clubs, dashboards and other.

Please read these Terms & Conditions carefully. These Terms & Conditions govern your use of Riiwards’ Applications and provision of content to your customers. Business must accept these Terms prior to signing up on Riiwards using Riiwards’ website or a third-party website which is affiliated with Riiwards or distributing Riiwards Applications. By installing, using or downloading the Applications or providing Content to Businesses customers, Business signifies assent to these Terms.

Changes may be made to these Terms & Conditions from time to time. If you do not accept these Terms & Conditions, do not download, use, install the Applications or make any Riiwards Content available to Consumers. Riiwards will make reasonable efforts to notify Business of any updates to these Terms & Conditions. Notwithstanding the foregoing, Business’s continued use of the Applications or provision of the Services to Consumers will be deemed acceptance to amended or updated Terms & Conditions. As such, Businesses must regularly check for updates to Riiwards’ Terms. If you do not agree to any of these Terms & Conditions, please do not use the Applications.

1. Definitions: In these Terms & Conditions, the following terms when capitalized have the meanings set forth in this Section.
    
   1. “Business” means an end user that has been granted access by Riiwards to use the Application, and who has accepted the Riiwards User Terms and Conditions.
   2. The Terms & Conditions may be amended by Riiwards in its sole discretion, a current version of which is available here.
   3. “Content” means any advertising, promotional or marketing content provided by Business for provision to any Consumer (including, without limitation, any loyalty plans, gifts, promotional offers or rewards) and including any logos, trade names, trademarks or other content of Businesses included in such content.
   4. “Consumer” is any end-user, a person, who joined a loyalty club, birthday club, rewards marketplace provided to Businesses through a Riiwards application.
       
2. Access & License: Subject to the Terms & Conditions hereof, during the period these Terms & Conditions are in effect Riiwards hereby grants Business a limited, revocable, non-exclusive, non-transferable, non-sublicense able, access solely to use the Applications and to provide the Content to Consumers.
    
3. Restrictions: Business shall maintain all copyright and other proprietary notices contained in the Applications. Except as set forth expressly herein, Business shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Application; (b) modify the Application, or insert any code or product, or in any other way manipulate the Application; or (c) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party website, or otherwise use the Applications except as expressly permitted by these Terms & Conditions. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Business shall inform Riiwards in writing in each instance prior to engaging in the activities set forth above. Riiwards reserves the right to make modifications to the Terms & Conditions at any time without prior notice.
    
4. Content: Business may provide Content to Consumers through the Applications as permitted by Riiwards. Business shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of all Content. Business represents and warrants that no Content infringes the intellectual property rights or moral rights or any third party. Riiwards reserves the right, at its sole discretion, to remove any Content that violates these Terms & Conditions at any time, without prior notice, or require Business to do so. Business shall remain solely liable for any loyalty plans, gifts, promotional offers or rewards offered to Consumers, and shall fully indemnify Riiwards for its failure to satisfy any of its obligations pursuant to such Content. Riiwards does not claim ownership of Content. However, Businesses grants Riiwards a non-exclusive, royalty-free, worldwide license of all rights to use, edit, modify, include, incorporate, adapt, record and reproduce Content for the purposes of these Terms & Conditions.
    
5. Intellectual Property:
    
   1. Property: Title to and ownership of and all proprietary rights in or related to (a) the Application and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing; (b) all trade names, trademarks, and logos of Riiwards; and (c) all data collected by Riiwards’ server side software with regard to the foregoing (collectively, “Riiwards Property”) shall at all times remain solely with Riiwards or its licensor Riiwards.
   2. Business Property: Subject to Section ‎6, title to and ownership of and all proprietary rights in or related to Content and all the trade names, trademarks, and logos of Business shall at all times remain with Business and its licensors (collectively, “Business Property”).
       
6. Consumer Data: Riiwards through its partner Riiwards Inc., will provide Business with certain specified data regarding Consumer, including the name of the Consumer and certain mutually agreed data regarding the Consumer’s activities at Business’s location or website (“Consumer Data”). Business agrees that it shall at all times comply with Riiwards’ Privacy Policy and all applicable law, rules and regulations with respect to all Consumer data and all uses thereof. Business shall fully indemnify Riiwards and its partner Riiwards Inc. (and its officers, directors, employees and consultants) for all breaches of its obligations under this provision. Consumer Data may include: customer’s name, email, birthday, anniversary day, demographic information, phone number, address, number of visits, visits details, reward offers usage, and other.
    
7. Support: Consumers may contact Riiwards with regard to the support for the Application using email [email protected] or using other forms of communication as described on our website.
    

Confidentiality: Business acknowledges that Riiwards may disclose to Business certain confidential information belonging to and relating to the Application. Business may disclose to Riiwards certain information regarding its business and operations. Either party (the “Receiving Party”) receiving information from the other party (the “Disclosing Party”) which the Disclosing Party has marked or identified as confidential or proprietary, or which should clearly be considered confidential proprietary (collectively, “Confidential Information”), agrees to keep such Confidential Information and not disclose or use except in performance of the Receiving Party’s obligations hereunder. Confidential Information shall not include information (i) already lawfully known to or independently developed by the Receiving Party without access to or use of the Confidential Information of the