Account Holder Agreement

Last updated April 27, 2021

1. Introduction

This Agreement is a legal document, which sets out your rights and obligations, and those of Upfeat (“we”, “us” or “Upfeat”), in relation to this site and app and the services offered by Upfeat as a whitelabelled service through them (the “Service”). 

You must take the time to read and understand it before registering for the Service. By registering or transacting with us, you accept that you are entering into a contract with us on the terms of this Agreement. You should be aware that this Agreement may change from time to time in accordance with Section 14.2 below.

2. Definitions

In this Agreement the following terms have the following meanings, respectively:

Account Holder” means a person who registers for an Upfeat account (an “Account”) or transacts with or through the Service.

Agreement” means this Account Holder Agreement, as amended from time to time. 

Reward” has the meaning given to such term in section 3.3 hereof.

RewardDelivery Method” means the method of receiving your Reward specified by you in your Account profile. 

“Data Protection Laws” means all laws and regulations, including laws and regulations of Canada (including the Personal Information Protection and Electronic Documents Act (Canada) and the Canada’s Anti-Spam Legislation), the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including the GDPR, applicable to the Processing of Personal Information under the Agreement.

“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Information and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

Personal Information” means any information relating to an identified or identifiable natural person as defined under applicable Data Protection Laws.

Qualifying Transaction” means a purchase made by an Account Holder from a Retailer, provided that the Retailer has confirmed the purchase. Please note that there are various circumstances in which a transaction with a Retailer may not constitute a Qualifying Transaction, and a Reward may not be payable to you. Our help pages provide further information about these circumstances.

Retailermeans a seller of goods or services either online or in-store with whom Upfeat has a relationship, either directly or through an affiliate network, that make Retailer Offers and agree to enter into Qualifying Transactions and pay us Commissions.

“Retailer Offer” means an offer to purchase products or services made by a Retailer for the benefit of its customers which will include Reward offers available via internet links [and card linked offers which are tracked when customers pay using registered credit cards].  

Servicemeans Upfeat’s proprietary rewards platform , including the Documentation for such Service, which is made available by Upfeat as a cloud based hosted software as a service platform for use by Customer in accordance with the terms hereof, as such Service may be updated from time to time by Upfeat in its sole discretion.


3. The Service

Right to Use the Service. Subject to this Agreement, we hereby grant you a non-exclusive, non-transferable license (without the right to sublicense) to access and use the Service for your personal use. You agree that you obtain no rights other than the rights and licenses expressly granted in this Agreement. Upfeat reserves the right to change, upgrade or discontinue the Service and/or any feature of the Service, at any time, with or without notice. All rights not expressly granted under this Agreement are reserved by Upfeat or its licensors.

The Service allows Account Holders to make purchases from Retailers which may qualify for Rewards. The Service includes:

The Reward service for web and app-based transactions;

Upfeat receives a commission (the “Commission”), payable by a Retailer, for Qualifying Transactions made by an Account Holder from the Retailer.

Account Holders who have entered into Qualifying Transactions for which Commissions have been received by us will be able to see a positive account balance in their Account (a “Balance”). That Balance will be converted into a reward to the Account Holder (a “Reward”) when the Account Holder requests payment of the Balance. Rewards will be made through your Reward Delivery Method. A Balance does not itself represent a sum of money held by Upfeat on an Account Holder’s behalf.

Each Retailer Offer is subject to such terms and conditions as the Retailer applies to the Retailer Offer.

There are various circumstances in which sums will not appear in an Account Holder’s Balance, and will be forfeited to us, namely:

  • where a Commission is received by us but is not attributed to a Qualifying Transaction or associated with an Account (such as where the Account Holder is not logged-in to the Service when making the relevant purchase)
  • the transaction in question is cancelled after it has been entered into, for example where a purchased product is returned or a right to cancel the transaction is exercised


Balance is attributed to an Account Holder or Account that has been:

  • suspended by us in accordance with the terms of this Agreement;
  • associated with any fraudulent activity or any breach of this Agreement;
  • used to make purchases on behalf of, or for the benefit of, any other person

where a Balance is attributable to an Account that has been inactive for more than six months: an Account is inactive where the Account Holder does not log into it.


Obtaining an Account

You must be at least 16 years of age to obtain an Account. A person may have no more than one Account. You must be a resident of [insert jurisdiction] to register for an Upfeat Account.

In using or registering for the Service, you must provide accurate and current information about yourself, including, where requested, your correct name, address, and any other requested details. If you are asked for, and provide, details of a bank account, Paypal account, credit card or other account into which you wish to receive payments (your Reward Delivery Method), you (a) must ensure that you are, and remain, fully entitled to use that Reward Delivery Method, (b) confirm that you wish to receive a Reward through that Reward Delivery Method, and (c) ensure that the details of that Reward Delivery Method are, and continue to be, accurate. You should keep this information updated through your Account. You must ensure that the email address we hold for you is kept current and that you have full access to it as we will be sending you important messages there. If you change email address, then you must change the address we hold for you in your Account profile.

An Account should be used only for purchases on the Account Holder’s own behalf, and not on the behalf of, or for the benefit of, any other person(s).

Our Privacy Policy contains important information on how we deal with your personal information you provide through your Upfeat Account, including information derived from activity through your Reward Delivery Method.

Note that your Reward Delivery Method (such as Giftcard) may have rules about the maximum or minimum payment that you can receive through that Reward Delivery Method.


For security or other reasons, we may require you to change password or other information which facilitates access to the Service; however, we will never ask you for your password via email, telephone, or any other means other than through the website. You are solely responsible for maintaining the confidentiality of your password and any additional identifying information.

You are responsible for all activity in your Account and for any data such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account.

4. Intellectual Property

Reservation of Rights. Upfeat and its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trade-mark rights, trade secret rights and all other intellectual property rights), in and to the Service and Documentation and any copies, corrections, bug fixes, enhancements, modifications or new versions thereof, all of which shall be deemed part of the Service and subject to all of the provisions of this Agreement. Customer shall keep the Service and Documentation free and clear of all liens, encumbrances and/or security interests. Subject to the limited rights expressly granted in this Agreement, Upfeat reserves all rights, title and interest in and to the Service and Documentation. No rights are granted to Customer pursuant to this Agreement other than as expressly set forth in this Agreement.


Rights in Anonymized Usage Data. The Service provides Upfeat with aggregated usage, analytics and diagnostic statistics and data relating to users’ use of the Service (“Usage Data”). You hereby grant to Upfeat a non-exclusive, transferable, assignable, irrevocable, worldwide, perpetual fully paid-up and royalty-free license to collect, process, anonymize and aggregate Usage Data and use such anonymized and aggregated data, and all modifications thereto and derivatives thereof to improve and support the Service, develop new products and services, to understand usage, and for any other business purpose, provided that the anonymized and aggregated Usage Data does not contain any personal information or other user identifier and shall not be associated with you or any other user of the Service.


By uploading or including any material on the Service, an Account Holder expressly grants:

to us a non-exclusive licence (including the right to grant sub-licences) to use, reproduce and distribute that material through the Service and any other interactive services through which we or our sub-licensee make the Service (or a service based on the Service) available; and

to other Account Holders (through us, under the licence referred to in a. above), the non-exclusive, personal, non-transferable right to view the relevant material.


5. Account Holder Restrictions and Obligations

Restrictions. You agree that you will not, and will not permit others to: (i) damage, interfere with or unreasonably overload the Service; (ii) introduce into the Service any code intended to disrupt the Service; (iii) alter or delete any information, data, text, links, images, software, chat, communications and other content available through the Service (collectively, “Content”); (iv) access the Service by expert system, electronic agent, “bot” or other automated means; (v) use scripts or disguised redirects to derive financial benefit from Upfeat; (vi) modify, reverse engineer, reverse assemble, decompile, copy or otherwise derive the source code of any Service for any reason; (vii) rent, sell or sublicense any of the Service; (viii) provide any unauthorized third party with access to the Service; (ix) access or attempt to access confidential Content through the Service or attempt to circumvent any security, Content protection, or authentication measure associated with the Service; (x) interfere with the operation of the Service, including, but not limited to, distribution of unsolicited advertising or mail messages and propagation of computer worms and viruses; (xi) post any material in any form whatsoever on the Service or within the Service that is defamatory, obscene or otherwise unlawful or violates any third party’s right of privacy or publicity; (xii) infringe any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with your use of the Service; (xiii) engage in or promote any activity that does not comply with applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Service; (xiv) use the manual or automated software, devices or other processes to "scrape," "crawl," "spider" or index any page of Content from the Service; (xv) attack the Servicevia a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; or (xvi) otherwise attempt to interfere with the proper working of the Service.


Processing of Personal Information. Your instructions to Upfeat for the processing of your Personal Information shall comply with Data Protection Laws. You shall have sole responsibility for the accuracy, quality, and legality of your Personal Information.


Account Holders must not enter into, or attempt to enter into, any transaction with a Retailer or to endeavour to gain a Reward (a) by providing personal information of someone else, or a payment method which they are not entitled to use, (b) by deceptively or unfairly exploiting a retailer’s offering, or (c) in breach of any terms and conditions applied by Upfeat or the retailer to that transaction.

It is each Account Holder’s obligation to ensure that any material posted by him/her or associated with his/her Account:

  • is not defamatory, offensive, or abusive or of an obscene, indecent or menacing nature;
  • is not intended or likely to cause needless annoyance, inconvenience or distress to any person;
  • does not contain any computer virus, macro virus, Trojan horse, worm, or anything else designed to interfere with, interrupt, or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority, or expropriate any system, data or personal information;
  • does not contravene any applicable law or regulation (including, but not limited to, laws governing consumer protection, distance selling, unfair competition, anti-discrimination, false advertising, copyright, trademark and privacy);
  • does not breach the rights of any person or entity (including any rights or expectations of privacy);
  • where it constitutes feedback on a retailer, is accurate and fair; and
  • does not advertise any goods or services.


Each Account Holder acknowledges that we are entitled, but not obliged, to withdraw any material, which appears, based on information received from third parties or other Account Holders, to be in breach of this Agreement.


You may be invited to provide us feedback, comments, ideas, suggestions, reviews and other information about our programs (“Feedback”) through the Service or through one of our service providers. You hereby grant to Upfeat and its affiliates and agents a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute and display the Feedback in any media and for any legal purpose, including, without limitation, the right to use such Feedback in advertising and promotional materials and to enhance or improve our products and services and the products and services of its affiliates.


Contact from third parties

  • If anyone contacts us in relation to material or transactions associated with you or your Account, then you agree:
  • to provide all reasonable information and assistance we may require in connection with responding to that contact; and
  • to respond promptly and accurately to it, should we pass the message to you for a response.


6. Additional Services

We or our partners may offer new or additional services through the Service from time to time. Your use of those services may be subject to additional terms and conditions, which you must comply with. Provided that those terms are notified to you on the Service in an appropriate manner when you agree to take those services, any failure by you to comply with a material provision of the terms governing those services will amount to a breach of this Agreement.


7. Operation of the Service

We reserve the right to suspend or terminate any Account Holders access to the Service, or parts of it, if in our reasonable view the relevant Account Holder or Account appears to be in breach of any provision of this Agreement.


We reserve the right to withdraw, modify or suspend aspects of the Service, or the entirety of it, where we have legal, security, technical or commercial reasons to do so. We will endeavour to give you 30 days advance notice before taking such action, except where it is necessary to take earlier action for security reasons or because of technical difficulties which adversely affect the Service. There may also be times when the Service becomes inaccessible as a result of technical difficulties experienced by Upfeat or on the Internet; we will, however, use reasonable skill and care to overcome these difficulties where they are within our control. Please note, however, that we cannot guarantee continuous access to the Service or any of the content that appears on it. We will strive to ensure that any periods of planned unavailability, which you will be informed of when you access the Service at the relevant time, are kept to a minimum.


Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND UPFEAT MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, UNDERTAKINGS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) AS TO, ARISING OUT OF OR RELATED TO THE FOLLOWING: (I) THIS AGREEMENT; (II) THE SERVICE; AND/OR (III) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION OR YOUR DATA TRANSMITTED TO OR FROM UPFEAT VIA THE SERVICE. UPFEAT DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SERVICE WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL PROGRAMMING ERRORS IN THE SOFTWARE CAN BE FOUND IN ORDER TO BE CORRECTED. UPFEAT DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

8. Limitation of Liability

Upfeat is not a party to any transactions with Retailers, and is not the seller or supplier of, and does not endorse, any of the goods or services that Retailers make available. Thus we do not have any of the legal obligations that apply to the sellers of those goods or services. Accordingly, we have no control over or responsibility for:

  • the quality, safety, or legality of the goods or services available from Retailers; or
  • whether the Retailer can or will supply and pass good title to any goods or services.


To the extent that the law permits, you release us, our agents and employees from all liability arising out of or in connection with any transactions with Retailers, including (without limitation) all claims and demands relating to transactions (whether completed or uncompleted) with Retailers, or goods or services offered for sale or supply, or actually sold or supplied, through or in connection with any transactions with retailers.

Exclusion of Indirect and Consequential Damages. IN NO EVENT UPFEAT HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS).

Limitation of Liability. IN NO EVENT SHALL UPFEAT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR RELATING TO THE SUBJECT MATTER HEREOF FOR ALL CLAIMS, COSTS, LOSSES AND DAMAGES EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM YOU HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.


Indemnity

You agree upon demand to indemnify Upfeat against and to be wholly responsible for all liabilities, claims and expenses that may arise out of or in connection with (a) any breach of this Agreement by you or through your Account, or (b) any transaction with a retailer.


Assignment

We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement, but will not do so in such a way as to reduce any guarantees you are given under this Agreement. You may not without the written consent of Upfeat assign or dispose of this Agreement, nor subcontract any of your rights and obligations under it.


9. General

Entire Agreement. This Agreement is intended to contain your entire agreement with us relating to the Service; we believe it to be fair and reasonable. It replaces all earlier agreements and understandings with you relating to the Service, except for any fraud or fraudulent representation by either of us.

Changes to this Agreement. We reserve the right to change this Agreement from time to time, and post the new version on the Service. When we do so, we will post the new version of the Agreement on the Service, and the new version of these terms and conditions will take effect, and will govern the Service and your relationship with us:

  • commencing no less than thirty days after the date of posting (or such later date as we indicate in the relevant posting), if any of the changes is to an operative provision of this Agreement which is capable of adversely affecting you; if you do not wish to be governed by the new version of the Agreement, you may notify us on or before the date when the new version of the Agreement is to take effect, and from that date you must cease to use the Service; or
  • immediately upon the date of posting (or such later date as we indicate in the relevant posting), if the changes are not to operative provisions, or not capable of adversely affecting you - examples of which would include, without limitation, changes to contact details referred to, or the refinement of provisions that are already included, in this Agreement.

Severability. In the event that any term of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. 

Independent Contractors. You and Upfeat are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. 

Waiver. Failure by one Party to enforce at any time or for any period any one or more of the rights conferred under this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all or any of the rights hereunder.

Governing Law. This Agreement shall be governed by the laws of the Province of Manitoba, without regard to its conflict of law principles. The courts located in the Province of Manitoba shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement and each party hereby consents to the exclusive jurisdiction of such courts. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded and does not apply to this Agreement.

Force Majeure. This Agreement shall be suspended in the event of national emergency, war, prohibitive governmental regulations or if any other cause beyond the reasonable control of the Parties renders performance of this Agreement impossible. If such period of suspension exceeds 30 days, then either party may upon giving written notice to the other require that this Agreement be terminated forthwith.

Communications. Our address for correspondence and queries is . Please note that all communications (including formal notices) under this Agreement are to be sent and received by email. For this purpose, your notices should be sent via our contact form, and we will send our notices to you at the email address you notify to use when you register as an Account Holder, as changed subsequently in your Account details.