These terms are a legal agreement between LiveIncentives a division of Webmonton Ltd. ("we" or "us") and you. You should read all the terms before indicating acceptance. These terms apply to the LiveIncentives online rewards and incentive management program and software and any updates, upgrades, supplement, new features, and support services for the LiveIncentives software. By using the LiveIncentives online services and software, you accept these terms. If you do not accept them, do not use the services or software. You are bound by these terms even if you do not read all the terms.

1. Definitions:

1. "Online Services" means the LiveIncentives online rewards and incentive management program and software provided by us, and any fixes, patches or updates released by us, together with any supplied help file, users' manual or other documentation which is accessible as part of the services. The term "Online Services" specifically excludes all Personal Data;
2. "Personal Data" means all data input and uploaded by you, including personal information of employees and their rewards and incentive information;
3. "you" and "your" refer to any users of the Online Services.

2. Your Access: To access and use the tools and features of the Online Services, you will be required to register and create an account. If you register and create an account, you are responsible for maintaining the confidentiality of your account information and password. You are responsible for all uses of your account. You agree to immediately notify us of any unauthorized use of your account.

3. Grant of License: You have a license through your employer or other entity to access and use the Online Services for the purposes set forth in this Agreement, and for no other purpose, during the term of this Agreement. By entering into this Agreement, you grant to us a nonexclusive right and license to us to host, publish and retain archived back-ups of Personal Data that you upload or submit to us, and to provide access to such Personal Data to authorized administrative users from your employer who use the Online Services under the same corporate account.

4. Rewards: You may collect reward points in one account only. In case of termination of employment, the employer or other entity under whom you access the Online Services may elect to retain, suspend or delete reward points. All reward points and all rights relating to them, are and will remain the property of the employer or other entity under whom you access the Online Services. You and your employer are responsible for all taxes payable as a result of your participation in any LiveIncentives online rewards and incentive management program, including collecting and redeeming reward points and obtaining rewards. You may not transfer, sell, exchange, give, charge or otherwise dispose of any reward points except in accordance with our standard conditions. We may refuse to record or honour reward points in your account if we confirm that they were not properly issued or obtained. We may also cancel recorded reward points if the employer or other entity under whom you access the Online Services does not pay amounts owing to us or tells us to cancel the reward points (for example, because you did not fulfill the necessary criteria for which the reward points were issued). Your employer or other entity under whom you access the Online Services will determine the conditions under which they will issue reward points and may change those conditions at any time and without notice. Any disputes must be settled between you and the employer or other entity under whom you access the Online Services.

Reward points have no cash, monetary or other value and cannot be converted into any currency. Once merchandise or other reward products have been shipped, no changes or refunds whatsoever are permitted. All rewards products are offered subject to availability and restrictions imposed by our suppliers. We assume no responsibility for any loss, damage, defect, injury, death or expense relating to any reward, or for your rewards not turning out as you expected for whatever reason.

5. Termination Rights:

1. By Us: In the event you breach this Agreement or any other agreement with us, and such breach is not remedied or cured within 10 days of written notice, we may suspend or terminate this Agreement and your access to the Online Services. If your employer (or other entity) under whom you access the Online Services is in breach of any agreement with us, or the subscription term has expired, we may suspend or terminate this Agreement and your access to the Online Services.
2. By You: You may shut down your account and cease use of the Online Services at any time. We require reasonable written notice from you, to implement our standard security and data-retention policy. You are responsible for backing-up, saving, downloading or deleting any of your Personal Data, as you wish, prior to the termination of your account. After termination, we reserve the right to delete or keep any Personal Data remaining on the Online Services.
3. By Your Employer: Your employer (or other entity) may shut down or suspend your account access as part of their management of the employment relationship with you or in the event of termination of employment.

6. Personal Data. As an authorized user, you may create and upload Personal Data as part of your use of the Online Services, as the Online Services permit. The Personal Data is covered by our standard Privacy Policy, and we claim no rights of ownership to Personal Data that is uploaded, submitted or provided by you. We reserve the right to remove or correct Personal Data if we receive notice of corrections from your employer (or other entity) under whom you access the Online Services, or if any Personal Data contravenes our acceptable use standards.

7. Acceptable Use: The Online Services may be used only for authorized purposes by users who have agreed to this Agreement. You must comply with all applicable federal, provincial and local laws and regulations. You must also abide by our acceptable use standards, and any acceptable use policy published by us from time to time. You may not:

1. post, input or upload any Personal Data that is vulgar, obscene, contains explicit or graphic descriptions or accounts of sexual acts or sexual language of a violent or threatening nature or constitutes child pornography under applicable law;
2. threaten bodily harm, destruction of property or otherwise engage in harassment;
3. transmit, post, store, link or distribute any threatening, abusive, harassing, defamatory, libelous, deceptive or fraudulent information or information that is invasive of another's privacy, or infringes another’s rights;
4. transmit, post, store, link or distribute material that victimizes, harasses, degrades, threatens to harm or intimidates an individual or group of individuals, including without limitation minors, on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
5. reverse engineer, decompile or otherwise attempt to decipher any code or any portion of our Online Services for any purpose;
6. use the output of the Online Services for any purpose other than as required in connection with your personal, non-commercial use for the LiveIncentives online rewards and incentive management program;
7. delete or revise any portion of our Online Services;
8. distribute, sell, lease, transfer, assign, trade, rent, publish or license the Online Services as a stand-alone service to others;
9. engage in linking or framing of any portion of our sites or our Online Services;
10. aggregate, scrape, harvest or duplicate any portion of our Online Services, including any personal or contact information, or use such personal or contact information for any secondary marketing purposes or unsolicited mass e-mail, or any purpose inconsistent with the purposes of the Online Services;
11. corrupt, falsify or distort any Personal Data or upload, post or submit content that infringes any copyright, or other intellectual property rights, or offends privacy rights, or otherwise offends the standards set by us from time to time; or
12. copy, misuse or duplicate the layout and design of our sites, or the underlying code and database structures, or any of our trade-marks.

8. Intellectual Property Rights: You agree that the Online Services and all object and source-code, trade-marks, intellectual property rights, trade-secrets, and know-how related thereto, are owned by us or our licensors, and you will not contest or challenge such ownership. All other company names and logos displayed on our sites may be trade-marks of their respective owners.

9. Privacy. Our personal information handling practices are governed by our Privacy Policy. By agreeing to the terms of this Agreement, you agree to be bound by our Privacy Policy. We take all reasonable precautions to protect personal information according to strict industry standards.

10. Indemnity. You agree to indemnify us from any and all liabilities, costs, claims and expenses, including reasonable solicitor’s fees, related to any breach or violation of this Agreement by you or users of your account, or in connection with (a) the uploading, posting or submission of any Personal Data by you or users of your account, (b) any breach by you of any representation or warranty, or (c) any other breach by you of this Agreement or any other agreement with us.

11. General Disclaimers: While we strive for accuracy and completeness, we do not provide any guarantee or warranty with respect to any of our Online Services. We expressly disclaim any and all liability in connection with our Online Services. Since some content has been provided by others and/or compiled by us from a variety of sources including third-party providers, it is provided to you "as is" and "as available". We do not warrant or make any representations of any kind regarding the use or the results of the use of our Online Services, in terms of their correctness, accuracy, reliability, or otherwise. The content on this Site could include technical inaccuracies or typographical errors. WE ASSUME NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY FOR ANY ERRORS OR OMISSIONS OF ANY KIND IN THE CONTENT, AND DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE CONTENT, PERSONAL DATA, OUR ONLINE SERVICES, AND TO ANY MATTER RELATING TO OUR SITES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND/OR CONDITIONS OF NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

12. RELEASE & LIMITATION OF LIABILITY: IN THE EVENT OF AN ALLEGED CLAIM BY YOU, YOU RELEASE AND WAIVE ANY CLAIMS AGAINST US. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE THE ONLINE SERVICES, OR THE PERFORMANCE OF THIS SITE OR THE CONTENT AVAILABLE OR REFERRED TO ON THIS SITE, OR ANY OTHER SITE YOU MAY ACCESS THROUGH THIS SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, YOU AGREE THAT (A) OUR AGGREGATE LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE AMOUNT OF THE ACTIVATION FEE, IF ANY, PAID BY THE EMPLOYER OR OTHER CORPORATE ENTITY UNDER WHOM YOU ACCESS THE ONLINE SERVICES; AND (B) ANY SUCH CLAIM MUST BE BROUGHT WITHIN ONE YEAR OF OCCURRENCE.

13. Jurisdiction & Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada and the federal laws applicable therein, without regard to its conflict of laws rules. In the event of any dispute arising under this Agreement, you agree to submit to arbitration in accordance with Section 14.

14. Dispute Resolution:

1. Arbitration: You agree that all disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, shall be arbitrated and finally resolved, pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Edmonton, Alberta. The language of the arbitration shall be English. Arbitration fees and reasonable attorneys’ fees of both parties shall be borne by the party that ultimately loses. The award rendered by the arbitrator shall be final and binding, and judgment may be entered upon it in any court having jurisdiction thereof.
2. Exception from Arbitration Agreement: Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.

15. Software & Hardware: You must provide your own computer hardware and software necessary to connect to the Online Services, including internet access and if applicable, a suitable mobile device, according to the optimal use standards and specifications we stipulate from time to time. The Online Services may experience temporary downtime as we perform routine maintenance or updates.

16. Beta & Trial Use: From time to time, we may offer use of some or all of the Online Services under beta, trial and/or promotional offers. Such use may be terminated by us at any time without any recourse by you. Because such access is made without charge, and/or may be for pre-release versions, you bear the entire risk of use.

17. Linked Sites: Links available on our sites may link to third-party websites not maintained or controlled by us and we provide these links for your convenience, and we are not responsible for the contents of any linked site.

18. Changes: Changes to this Agreement may be made from time to time by us, and the modified form of the Agreement will take effect 15 days after posting on our site(s). Continued use of the Online Services after the effective date will indicate your acceptance of the amended terms. No amendment shall apply to any dispute of which we had actual notice on the date of amendment, or to any dispute which arose prior to the date of amendment. To improve our systems, we reserve the right to change or remove any of our content, functionality or features from the Online Services, in whole or in part, at our sole discretion, at any time, without notice.

19. Survival: All terms which require performance by the parties after the expiry or termination of this Agreement, will remain in force despite this Agreement's expiry or termination for any reason. The following terms shall survive the termination of this Agreement: 5, 7, 8, 10, 11, 12, 13 and 14.

20. Miscellaneous: You may not assign or transfer the rights granted to you under this Agreement without our prior written consent. We may assign this Agreement to a third-party upon written notice to you. This Agreement constitutes the entire agreement between us and you with respect to your use of the Online Services. Any failure by us to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. If any of the terms and conditions of this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions. The parties have required that this Agreement and all related documents be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais. This Agreement may be agreed to by electronic acceptance, or may be executed by facsimile or other digital copy.

END OF TERMS