PARTNER'S TERMS AND CONDITIONS

Effective date: 2019-08-12

Last Updated: 2019-05-18

Partner's Terms and Conditions

Thanks for choosing Coinmiles (“Coinmiles” or “we”). Coinmiles enables businesses to participate as partners (“Partners” or “you”) to promote their businesses to Coinmiles’ users (the “Users”). These Partners Terms and Conditions (the “Agreement”) govern the relation between Coinmiles and any Partners or potential Partners, which includes creating an account, having an active or inactive Campaign (as defined in this Agreement), using Coinmiles Partners mobile application, Coinmiles Partners Dashboard or any other solutions or services offered by Coinmiles for similar purposes (the “Platform(s)”). This Agreement constitute a legally binding agreement. You acknowledge that you have read and understood this Agreement and agree to be bound by all of its terms before joining as Partner or before using any Partner’s related Platforms. Coinmiles, subject to the provisions of this paragraph, may amend this Agreement in its sole discretion and at any time and will publish these amendments online and will send notification of these changes at the email provided by Partners. Partners agree that this notification method constitutes adequate notice to inform Partners of any amendments to the Agreement and Partners further agrees to be bound by any such amendments to the Agreement upon such notification.

1.     Being a Partner

1.1       Creating your Account: In order for you to become a Partner and for Coinmiles to create your Partner’s account (“Account”), you must be a company incorporated under the federal laws of Canada or any of its Provinces and provide a valid email address and a password or log in through one of our Third-Party Platform (as defined in this Agreement). Coinmiles may request additional information to open and maintain your Account. Each Partner is limited to one Account. Any and all information collected from you shall be subject to our Privacy Policy, a copy of which is located at: https://www.coinmiles.io/privacy and which is here by incorporated by reference (the “Privacy Policy”).

1.2       Managing Your Account: You agree to keep your Account information current, complete, and accurate by periodically updating the information through the Platforms. You must be logged into Coinmiles to change your Account information. You will maintain the confidentiality of your Account credentials, including your email, username and password. Any use of your Account will be deemed to be your use, and Coinmiles is entitled to act on instructions received under your Account and is not responsible for any actions made to your Account by someone else who uses it with your credentials. If there is a breach of security through your Account, you will immediately change your credentials (including your password) and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted using your Account is yours and has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction.

1.3       Features: In order to provide you with the capacity to manage and/or interact with your Account and all services related there to (including your Campaign(s), as defined in this Agreement), Coinmiles constantly develops, iterate and make available features through its Platforms. By activating and/or using these features, you are giving instructions to Coinmiles to proceed with such orders. You acknowledge that some of these features may modify your financial obligations towards Coinmiles or its Users. It is your responsibility to understand the objective, capacity and limits of each feature before using and/or activating it.

1.4       Support of Sales Agent: To assist you in dealing with your Coinmiles Account and services related there to, we may offer you a concierge service through one of our Coinmiles sales agents. You authorize Coinmiles to create, modify, activate, pause and terminate your Account or your Campaign(s) (as defined in this Agreement) on your behalf, provided that your instructions have been given to Coinmiles either in writing, by email or through a recorded conversation.

1.5       Communication: Coinmiles and its business partners may communicate with you to provide support or with regard to products, promotions, and other services that may be of interest to you. This may include email or other communications. Coinmiles may also solicit your opinion for market research purposes.

1.6       Beta Testing: Occasionally, we look for beta testers to help us test out new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products are made available “as is,” and any warranties or contractual commitments we make for other services do not apply. Should you encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to discover issues before making a new feature widely available.

1.7       Credit Check: Partners authorize Coinmiles to access and review Partners credit history at all time, which may include a soft credit check.

1.8       Background Check: If Partners perform background checks on its employees, agents and/or independent contractors performing services, Partners shall provide the results of such background checks to Coinmiles upon request. Partners shall obtain the necessary consent to share with Coinmiles the results requested.

1.9       Notification of Criminal Complaints: Partners shall promptly notify Coinmiles any time it receives a complaint related to potentially criminal conduct, including allegations of sexual assault, allegedly engaged in by any of its employees, agents or independent contractors, regardless of whether a Coinmiles customer makes the complaint.

1.10     Linking a Bank Account: In order to perform certain actions (including launching a Campaign), Coinmiles might require that you link one or many of your corporate bank account (your “Linked Bank Account”). You acknowledge and understand that it is your responsibility to provide correct information about your Linked Bank Account. You can add a Linked Bank Account either by:

(a) providing the relevant bank account information to one of Coinmiles sales agent. In the event where you provide your bank account verbally, Coinmiles will send you a confirmation of your bank account information by email. It is your responsibility to validate that the bank account information we sent you is the valid number. You will be liable for any failure to instruct us to modify your Linked Bank Account in duetime; or,

(b) entering the relevant bank account information electronically through one of our Platform associated with your Account, either directly or through a Third-Party Platform. By linking your bank account through a Third-Party Platform, Coinmiles may be able to access financial data associated with this Linked Bank Account.

You shall maintain your Linked Bank Account open at all time when linked and you shall instruct Coinmiles to update your Linked Bank Account before you close that Linked Bank Account at your financial institution. You acknowledge that incorrect or incomplete information regarding your Linked Bank Account may result in losses or damages to Coinmiles and its Users and you shall be liable for such losses or damages.

1.11     Pre-Authorize Debit Authorization. You allow Coinmiles to initiate a transfer from your Linked Bank Account to pay for your financial obligations pursuant to this Agreement. For these transactions, Coinmiles will make electronic transfers via ACSS from your bank account in the corresponding amount due. You agree that this Agreement constitutes your authorization to Coinmiles to make the transfers. You give Coinmiles the right to resubmit any ACSS debit you authorized that is rejected by your bank for any reason. You waive your right to receive pre-notification of the amount of any pre-authorized debit and agree that no advance notice of the amount of the debit is required before the debit is processed. You have the right to receive reimbursement for any pre-authorized debit that is not consistent with this Agreement. To obtain a form for a reimbursement claim, or for more information on your recourse rights, you may contact your financial institution or visit www.payments.ca.

1.12     Enhanced Due Diligence: Coinmiles may require you to provide additional documentation or information in order to be able to open or maintain your account.

1.13     Termination of your Account: This Agreement will continue in effect until terminated by either party in accordance with Agreement. Coinmiles is authorized to terminate this Agreement, at any time for any reason, upon written notice to you. You are authorized to terminate this Agreement upon seven (7) business days following a written notice to Coinmiles. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the termination. The termination of your Account does not relieve you from any of your financial obligations pursuant to this Agreement.

2. Cash Back Program

2.1       Overview: The Cash Back Program lets Coinmiles users enjoy cash back rewards offered from various Partners in the form of cash back credited directly to their Coinmiles in-app wallet. As a Partner, you can use the Cash Back Program to create a Cash Back Campaign (“Campaign”) to promote your business by giving cash back rewards (“Cash Back Reward”) at some, or all, of your business locations (“Locations”) when Users pay you with a credit card they have previously linked in their Coinmiles user account (“Qualifying Transactions”).

2.2       Terms of your Campaign: In order for Coinmiles to create and/or activate your Campaign, you need to provide Coinmiles with the following terms (“Terms”): (a) the Location(s) where you want your Campaign to be active; (b) the Cash Back Reward, expressed in percentage of the total amount paid by Users on Qualifying Transactions, including taxes and tips/gratuities when applicable; (c) at least one Linked Bank Account (your “Payment Source(s)”) (d) when applicable, any other features and/or conditions and/or additional Cash Back Rewards as part of Coinmiles ongoing features development and deployment. Coinmiles will provide you with its fees (the “Campaign Fees”), expressed in percentage of the total amount paid by Users on Qualifying Transactions, including taxes and tips/gratuities when applicable.

2.3       Creating your Campaign(s): You can create a Campaign and instruct Coinmiles with your Terms by either: (a) using the Partner’s Dashboard using your Account, or; (b) communicating with a Coinmiles sales agent.

2.4       Activating your Campaign(s): You can activate your Campaign(s) by either: (a) using the Partner’s Dashboard using your Account, or; (b) communicating with a Coinmiles sales agent. You acknowledge that once we receive your instructions to activate your Campaign(s), it may take several days/weeks before your Campaign(s) becomes active, including our delay to revise and/or authorize your Campaign and including any delays from any Third-Party Services we’re using.

2.5       Promotion of Campaigns: Coinmiles is authorized to promote and display previous and/or active Campaigns through any platform, including Coinmiles app, website, third-party mobile applications, printed media, radio, television, email listing, affiliates, business partner network, marketplace, referral network, other types of electronic offerings and other platforms and/or any other distribution channels owned, controlled, oroperated by Coinmiles, its affiliates or business partners. The Campaigns maybe offered to all or part of Coinmiles’s users or subscribers base or its affiliate subscriber base or referral network and segmented by various variables including gender, age, location, and consumer preferences. Unless stated otherwise in this Agreement, Coinmiles has no obligation to promote Campaigns and can decide to temporarily or permanently stop displaying and promoting any Campaign, even if such Campaign is active.

2.6       Promotional Programs: In an effort to promote Campaigns, you authorize Coinmiles, at any time and in Coinmiles’s sole discretion, to increase the Cash Back Reward for the Cash Back Campaign (any such effort, “Promotional Program(s)”). For each increase in Cash Back as part of a Promotional Program, Coinmiles will cover the difference between the Cash Back Reward instructed by Partners and the amount or percentage disclosed by Coinmiles to its Users.

2.7       Non-Discrimination: Partners agrees that in providing the Campaign, Partners will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Campaign. Partners further agree not to impose different terms or a different cancellation policy than what is imposed on its non-Coinmiles customers. In the event of a credit card linked offer, Partners may not know in advance whether a User will benefit from a Campaign and cannot ask any Users to disclose this information in advance.

2.8       Massage or Similar Services: Any Partners who provide a Cash Back Campaign that includes massage or similar services shall: (i) ensure that they maintain a good reputation; (ii) confirm that its employees, agents and/or independent contractors providing massage services have the required licences and/or certifications, as well as meet other applicable state law requirements, for performing the services; and (iii) will not engage in any illegal or inappropriate behaviour while performing the services.

2.9       Payment: Following each period where Qualifying Transactions(s) have been incurred, Partners will be charged by Coinmiles for the sum of all: (a) Cash Back Reward(s); (b) Campaign Fees and; (c) applicable taxes on Campaign Fees, incurred in such period. Coinmiles will be notified by its Third-Party Partners when Qualifying Transaction(s) have been authorized and/or cleared at Partners locations. You are only liable to Coinmiles for Qualifying Transactions that have been cleared, however Coinmiles may charge you for Qualifying Transactions that have been authorized but not cleared. In the event where Coinmiles charged you for Qualifying Transactions that were authorized but not subsequently cleared, Coinmiles will subsequently credit your account by the corresponding amount. If you accept to reimburse (totally or partially) a customer for a Qualifying Transaction after we have received the clearing event, you are liable for the applicable Cash Back Reward and Campaign Fees and Coinmiles will not credit your account by the corresponding amount. Coinmiles will usually charge you at the end of each 48-hour period where Qualifying Transactions have occurred, however the duration of each payment period can be reduced or increased in Coinmiles’ sole discretion. You acknowledge that in the event of high volume, it is important for Coinmiles to be assured of your capacity to reward our Users and in order to protect the integrity of the Cash Back Program, Coinmiles may charge you several times per day and/or on different Payment Sources and/or on different Linked Bank Account. Pending successful payment to Coinmiles, Partners shall retain the Cash Back Rewards and Campaign Fees in trust for the benefit of Users and Coinmiles.

2.10     Payment Default: It is your responsibility to ensure that the Payment Sources associated with your Campaign(s) and Linked Bank Account are at all time available and sufficiently funded. Coinmiles is entitled to immediately suspend or terminate a Campaign and a Partner’s Account in the event where a payment from a Partner cannot be immediately processed or is being later disputed. IN THE EVENT WHERE A PAYMENT CANNOT BE PROCESSED BY COINMILES OR IS BEING DISPUTED, THE PARTNERS REMAINS FULLY LIABLE TO THE USERS AND TO COINMILES FOR ANY AMOUNT DUE, WHETHER CASH BACK REWARDS, CAMPAIGN FEES, TAXES OR ELSE.  IN THE EVENT WHERE COINMILES HAS TO MANUALLY COLLECT PAYMENT NOT AUTOMATICALLY PROCESSED BECAUSE OF INSUFFICIENT FUNDS, INVALID PAYMENT SOURCE(S), DISPUTE OR ANY OTHER SIMILAR REASONS OUTSIDE OF COINMILES CONTROL, COINMILES MAY CHARGE ADDITIONAL COLLECTION FEES NOT EXCEEDING THE HIGHER OF: (A) THE SUM EQUIVALENT TO THE AMOUNT DUE IN CASH BACK REWARDS AND CAMPAIGN FEES; OR (B) FIVE HUNDRED DOLLARS PER USER FOR WHICH CASH BACK REWARDS ARE IN DEFAULT OF BEING PAID. ANY AMOUNT OUTSTANDING, INCLUDING COLLECTION FEES, WILL BEAR INTEREST AT 45% ANNUAL PERCENTAGE RATE STARTING IMMEDIATELY WHEN THE PAYMENT CANNOT BE PROCESSED BY COINMILES.

2.11     General Responsibility to Customers: Any product or services from any Partners in connection with a Campaign shall be governed by and subject to the applicable Partner’s policies, including applicable exchange, cancellation and shipping policies. You agree that we are not agents of any Partners and that the Partners operate independently and are not under our control with respect to the Campaigns or otherwise. Coinmiles soles responsibility is to correctly display the applicable Campaign Terms on our Platforms and process the Cash Back Rewards when paid for by Partners. Accordingly, your participation in Campaign or promotions of, or correspondence with, any customer is solely between you and that customer. We do not assumeany liability, obligation or responsibility for any part of such correspondence, offer or promotion, including, without limitation, the withdrawal or modification of any such Campaigns or any default in performance of any obligations from the Partners. In no event shall Coinmiles be responsible or liable to Users for any of for any unpaid Cash Back Rewards by your fault. Coinmiles is not responsible for changes to, or discontinuance of, any Partners, or for any Partners withdrawal from any Campaigns.

2.12     Taxes: It is your responsibility to determine what, if any, taxes apply to the payments you make or receive by your customers, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Partners may be asked to provide Coinmiles with a valid Tax Identification Number for tax reporting purposes. Not withstanding anything else in this Agreement, Partners shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Partners is required to be so and shall be responsible for paying any and all sales, use or any other taxes related to the Campaigns or the goods and services. Partners bear sole financial responsibility for any and all sales, use, excise, general, or other similar taxes, including any interest penalties and additions related there to, imposed on or arising from the transactions contemplated by this Agreement between Coinmiles and Partners, if any.

2.13     Pausing or Terminating a Campaign: Your Campaign will be active unless Coinmiles receives instructions to pause or terminate it. You can pause or terminate a Campaign by either: (a) using the Partner’s Dashboard using your Account, or; (b) communicating with a Coinmiles sales agent. Unless agreed to in writing, your Campaign will remain active for a maximum of 5 business days after we have received instructions to pause or terminate it. Partner shall remain liable for all financial obligations until the Campaign is paused or terminated. Coinmiles further reserves the continuing right to reject, revise, or discontinue any Campaigns, at any time and for any reason in Coinmiles’s sole discretion, and to terminate the Campaign and to remove all references to the Campaign and redirect or deleteany URL used in connection with the Campaign.

3. User Data Restrictions

3.1       “User Data” means all identifiable information about Users generated or collected by Coinmiles or Partners, including, but not limited to, Users name, addresses, email addresses, phone numbers, purchasing preferences and tendencies, and financial transaction data.

3.2        Permitted Use: Subject to Coinmiles Privacy Policy, Coinmiles may disclose User Data to Partners. Partners shall use User Data only to fulfill obligations in connection with this Agreement. Partners expressly agree that any User Data shall be used only for this purpose and not to enhance a file or list owned by Partners, or any third party. Partners represents, warrants and covenants that it will not resell, broker or otherwise disclose any User Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If Partners engage any third party to facilitate its interaction with Coinmiles (including its Platforms), Partners shall ensure that such third party implements and complies with reasonable security measures in handling any User Data. If any User Data is collected directly by Partners or a third party engaged by Partners, Partners shall ensure that it or such third party adopts, posts and processes the User Data in conformity with its posted privacy policy and all applicable laws.

3.3       Exclusions: As long as Partners uses User Data in compliance with applicable law and Partners’ posted privacy policy, restrictions stated in this Agreement on Partners’ use of User Data do not apply to: (i) data from any User who is already a customer of Partners before entering into this Agreement, if such data was provided to Partners by such User independent of this Agreement or any transaction here under; or (ii) data supplied by a User directly to Partners who become a customer of Partners in connection with such User explicitly opting in to receive communications from Partners.

3.4       Compliance: Partners shall immediately notify Coinmiles if Partners become aware of or suspects any unauthorized access to or use of User Data or any confidential information of Coinmiles and shall cooperate with Coinmiles in the investigation of such breach and the mitigation of any damages. Partners will bear all associated expenses incurred by Coinmiles to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of User Data while such data is in Partners’s reasonable possession or control. Upon termination or expiration of this Agreement, Partners shall, as directed by Coinmiles, destroy or return to Coinmiles all the User Data in Partners’ or any agent of Partners’possession.

4. Intellectual Property Rights

4.1       Licensing of Partner’s Intellectual Property: Partners grants to Coinmiles a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sublicensable licence and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform:

(a) Partners’ name, logos, trademarks, service marks, domain names, and any audio visual content, video recordings, audio recordings, photographs, graphics, artwork, text and anyother content provided, specified, recommended, directed, authorized or approved to use by Partners (collectively, “Partners IP”);

(b) any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Partners (collectively, “Third-Party IP”), in each case in connection with the promotion, sale/resale (as may be applicable) or distribution of the Campaigns in all media or formats now known or hereinafter developed (“Licence”), and;

(c) feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a Coinmiles product or service or otherwise in connection with this Agreement (collectively, “Feedback”). Any use of the Partners IP, Third Party IP or Feedback as contemplated in this Agreement is within Coinmiles’s sole discretion.

4.2       Coinmiles Ownership: Partners acknowledges and agrees that, as between the parties, Coinmiles owns all interest in and to the Website, User Data, Coinmiles trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Coinmiles or at Coinmiles’s direction, or assigned to Coinmiles, and any materials, software, technology or tools used or provided by Coinmiles to promote, sell/resell (as may be applicable) and conduct its business in connection there with (collectively “Coinmiles IP”).

Partners shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the Coinmiles IP or any portion thereof, or use such Coinmiles IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, except that Coinmiles grants Partners a limited, non-exclusive, revocable, non-transferable, non-sub licensable licence to use Coinmiles’ Platforms, solely for the purposes permitted by such Platforms for as long as the. Partners shall keep the Coinmiles IP confidential, and shall not prepare any derivative work based on the Coinmiles IP or translate, reverse engineer, decompile or disassemble the Coinmiles IP. Partners shall not take any action to challenge or object to the validity of Coinmiles’s rights in the Coinmiles IP or Coinmiles’s ownership or registration thereof. Except as specifically provided in this Agreement, Partners and any third party assisting Partners with its obligations in this Agreement, are not authorized to use Coinmiles IP in any medium without prior written approval from an authorized representative of Coinmiles. Partners shall not include any trade name, trademark, service mark, domain name, social media identifier, of Coinmiles or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword. Partners shall not use or display any Coinmiles IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Partners or a third party and Coinmiles. All rights to the Coinmiles IP not expressly granted in this Agreement are reserved by Coinmiles.

4.3    Partner’s Content: Coinmiles may provide Partners various opportunities to submit or post text, files, images, photographs, as well as reviews, opinions, advice, ratings, discussions, comments, messages, survey responses, and other communications, and any other content or material submitted or posted to any Platforms (collectively, "Partners Content "). You will not upload, post, or otherwise make available any material protected by copyright, trademark, or other proprietary rights without the express permission of the owner of the copyright, trademark, or other proprietary right and that you will not upload, post, transmit, or otherwise make available Partner’s Content that is unlawful, harmful, tortious, threatening, abusive, harassing, hateful, racist, infringing, pornographic, obscene, violent, misleading, defamatory or libellous, invasive of the privacy of another person, or violative of anythird-party rights. Coinmiles shall have the sole and absolute right, but not the obligation, to review, edit, post, refuse to post, remove, monitor the Partner’s Content, and disclose the Partner’s Content and the circumstances surrounding its transmission to any third party, at any time, for any reason, including, without limitation, to determine compliance with this Agreement and any operating rules established by Coinmiles, as well as to satisfy any applicable law, regulation, or authorized government requests. Coinmiles assumes no liability for any Partner’s Content or other information that appears or is removed from the Platforms or elsewhere. Coinmiles has no obligation to use Partner’s Content and may not use it at all.

4.4      Unsolicited Ideas: We do not accept or consider, directly or through any Coinmiles employee or agent, unsolicited ideas of any kind, including, without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans, or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images, or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, not withstanding any cover letter or other terms that accompany them:

  • Coinmiles has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
  • Coinmiles will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.

5. Third-Party Platforms

When you access or use the Coinmiles Platform, we may make available Platform from one or more third parties (“Third-Party Platforms”).

5.1       Social Sign On: The Coinmiles Platform may support Third-Party Platforms, including without limitation Facebook and/or Google, to make it easier for you to sign inor create your Partner Account. Any use of Third-Party Platforms to create and access your Coinmiles Account is subject to the terms and conditions and privacy policies of such third parties (“Third-PartyTerms”).

5.2       Information Sharing and Security: If you log into your Account through a Third-Party Platform, certain information about you will be transferred to your Account (e.g., name, e-mail, “Likes”, etc.), and the fact that you have logged onto your Account and some of that transferred information may be available to other users of the Third-Party Platform. We will restrict access to any such transferred information about you to the extent required by the policies of any such Third-Party Platform, but all transferred information will otherwise be subject to the terms of this Agreement. If there is a breach of security of any such Third-Party Platform, you will immediately change your password and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted after logging into your Account through such Third-Party Platform is yours and has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction.

6. Representations and Warranties

6.1       Partner’s Representations: Partners represents and warrants that:

(a) Partners has the right, power and authority to enter into this Agreement;

(b) Partners, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where Partners’ goods and services will be provided;

(c) Partners will have sufficient goods and/or services available in connection with any active Campaigns;

(d) the terms and conditions of the Campaigns, including any discounts or goods and services offered thereunder do not violate any laws or regulation;

(e) Partners own all interest in and to the Partners IP and has licensing rights in (with the right to sublicense to Coinmiles) the Third Party IP, and has the right to grant the Licence stated in this Agreement;

(f) the Partner’s Content, Partners IP and Third-Party IP does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offence, gives rise to civil liability or otherwise violates any law;

(g) the Campaigns and any advertising or promotion of Partners’ goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law;

(h) Partners and its employees, contractors and agents have had the proper education and training and hold all required and up-to-date regulatory authorization, licences and certifications relating to any Campaigns to provide the goods or services described in this Agreement;

(i) Partners’ business information, Linked Bank Account, Payment Sources, direct deposit details and similar information, including compliance-related information, are accurate, and Partners is the authorized entity to send or receive the funds in connection with this Agreement; and

(j) Partners is not authorized to resell, broker or otherwise disclose any User Data (as defined in this Agreement) to any third party, in whole or in part, for any purpose, and Partners is not authorized to copy or otherwise reproduce any User Data other than for the purpose explicitly authorized in connection with this Agreement.

6.2       No Implied Representations: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF PARTNERS ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COINMILES DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE PROMOTIONS ARE ERROR-FREE, OR THAT ANY OFFERS WILL RESULT IN ANY REVENUE OR PROFIT FOR PARTNERS.

7. Indemnification

To the extent allowed under applicable law, Partners agree to defend, indemnify and hold Coinmiles, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating to any of the following:

(a) any breach or alleged breach by Partners of this Agreement, or the representations and warranties made in this Agreement;

(b) any claim for any tax obligations arising in connection with this Agreement;

(c) any claim by Users for unpaid Rewards in connection to your Campaigns due to your payment default;

(d) any claim arising out of a violation of any law or regulation by Partners or governing Partners’goods and/or services;

(e) any claim arising out of Partners’ violation of law or regulation governing the use, sale, and distribution of alcohol;

(f) any claim by a purchaser or anyone else arising out of or relating to the goods and services provided by Partners and/or pick up of the goods and services at the Redemption Site, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages;

(g) any claim by a Coinmiles User related to a Campaign;

(h) any claim arising out of Partners’ misuse of User Data, or any violation of an applicable data privacy or security law; and

(i) any claim arising out of Partners’ negligence, fraud or willful misconduct. Coinmiles maintain the right to control its own defence and to choose and appoint its own defence counsel, regardless of the presence or absence of a conflict of interest between Coinmiles and Partners. Partners’ duty to defend and indemnify Coinmiles includes the duty to pay Coinmiles’s reasonable attorneys’ fees and costs, including any expert fees.

8. Limitation of Liability

COINMILES OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS OR PAYMENT PROCESSORS) SHALL NOT BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. COINMILES' SOLE AND COMPLETE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES RETAINED BY COINMILES HEREUNDER FOR THE PRECEDING SIX (6) MONTHS AFTER FINAL CALCULATION AND RECONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOT WITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. IN ADDITION, ANY CLAIM BY OR ON BEHALF OF A PARTNER IN CONNECTION WITH ANY PAYMENT MADE TO COINMILES, INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING THAT A PARTNER HAS OVERPAID, MUST BE MADE IN WRITING TO COINMILES WITHIN (10) DAYS FROM THE DATE COINMILES HAS RECEIVED THE PAYMENT AT ISSUE. ALL CLAIMS NOT MADE IN ACCORDANCE WITH THE FOREGOING SHALL BE DEEMED WAIVED, RELEASED AND DISCHARGED BY PARTNERS.

FOR CERTAINTY, UNDER NO CIRCUMSTANCES WILL COINMILES OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS OR PAYMENT PROCESSORS) BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT DAMAGES OR FOR ANY LOSS PROFITS, LOSS DATA OR LOSS OF USE DAMAGES ARISING OR RELATED TO CASH BACK PROGRAM, EVEN IF COINMILES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Dispute Resolution

9.1     General: All disputes arising out of, or relating in anyway to this Agreement, shall be resolved pursuant to this Section 10 - Dispute Resolution.

9.2     Governing Law: Partners and Coinmiles agree that any dispute shall only be instituted in the province of Quebec, Canada and irrevocably consentand submit to the exclusive jurisdiction of such courts.

9.3     Class Action Waiver: PARTNERS AND COINMILES EACH AGREE THAT WE SHALL BRING ANY DISPUTE AGAINST THE OTHER IN OUR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, WE EACH AGREE THAT DISPUTES SHALL BE INITIATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. AN ARBITRATOR SHALL NOT HAVE THE POWER TO VARY THESE PROVISIONS.

9.4     Attorney’s Fees: In the event Coinmiles is the prevailing party in any dispute, Partners shall pay to Coinmiles all reasonable attorneys’ fees and costs incurred by Coinmiles in connection with any dispute.

9.5     Injunctive Relief: Not withstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to claims that the other party’s conduct may cause the other irreparable injury.

10. Other

10.1     No Partnership: Coinmiles and Partners are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between us. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other in any way.

10.2     Entire Agreement: This Agreement constitutes the entire agreement between Coinmiles and Partners relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

10.3     Assignment: Partners is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without Coinmiles’s prior written consent. Any waiver must be in writing and signed by an authorized signatory of Coinmiles. Coinmiles is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to Partners.

10.4     Severability: If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of theremaining provisions of this Agreement are not affected.

10.5     Terms in English: It is the express wish of the parties that these terms and any directly or indirectly related documents be drawn up in English. Les parties ont exprimé la volonté expresse que les présentes modalités et tous les documents s’y rattachant directement ou indirectement soient rédigés en anglais.