User's Terms and Conditions

Coinmiles Technolog Ltd. (“Coinmiles” or “we”) offers the Coinmiles Reward Program (the “Program”) to allow its members to earn Bitcoin or any form of other rewards, including local currency, gift card or else (“Rewards”), on transactions made at merchants locations, whether in-store or online, that are promoted through Coinmiles Platform (“Merchant Partners”), subject to these terms and conditions (“Agreement”). This Agreement constitutes a legally binding agreement between each individual (“Member”or “you”) who enrolls in the Program or otherwise uses any one of the Coinmiles mobile application, website, or any other Platform offered by Coinmiles (“Platform” or the “Coinmiles Platform”).

By enrolling in the Program or using any Coinmiles Platform, you acknowledge that you have read and understood this Agreement and agree to be bound by all of its terms. Coinmiles may modify this Agreement from time to time, with or without notice, and your continued use ofthe Coinmiles Platform after such modification shall be deemed to be your acceptance of any such modification. If you do not agree to any modification of this Agreement, you must immediately cease use of the Coinmiles Platform.

1. Becoming a Member

To become a Member, you must be at least 18 years old and provide an email address and password or log in through one of our Third Party Platforms (as defined in Section 12), in order for Coinmiles to create your Program account (“Account”). Each individual person 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 hereby incorporated by reference (the “Privacy Policy”).

2. Card Linked Offers Program

2.1      Overview: The Card Linked Offers Program (the "CLO Program") lets Members enjoy discounts, as provided in these terms of use, offered by or from various Merchant Partners (“CLO Merchant Partners”) in the form of Bitcoin rewards credited directly to the Member’s Account (“CLO Offer”) when using an Eligible Credit Card (as defined below). When you make a purchase at one of our Partners for which a CLO Offer was active on the Platform in accordance with these terms of use (“Qualifying CLO Transaction”), the reward percentage in connection with that CLO Offer is credited to your Coinmiles Account as a Reward. Participation in the CLO Program and the opportunity to earn Rewards are offered at the sole discretion of Coinmiles and are subject to your compliance with this Agreement.

2.2       Linking your Credit-Card: In order to benefit from the CLO Program, you must complete the required forms to link your eligible credit card to your Account (the “Linked Credit Card”) on the Platform. If you choose to register a payment card in connection with transaction monitoring, you authorize Coinmiles and Fidel (as defined below) to share your payment card information with Visa, Mastercard (the "Payment Card Network") so it knows you enrolled.

Please note that we use Fidel Limited ("Fidel"), a company incorporated and registered in England and Wales under company number 08068829 whose registered office is at 9th Floor, 107 Cheapside, London, United Kingdom, EC2V 6DN, as our third party service provider to help us operate our CLO Program. Fidel’s main trading address is 4th Floor National House, 60–66 Wardour St, London W1F 0TA, United Kingdom. Fidel’s VAT number is 155393006.

You authorize the Payment Card Network and Fidel to monitor transactions on your Linked Credit Card(s) to identify Qualifying CLO Transactions, and for the Payment Card Network to share such transaction details with Coinmiles and Fidel to enable your CLO Offers to be implemented. You may opt-out of transaction monitoring on the Linked Credit Card(s) you have registered by unlinking your Linked Credit Card using the procedures on the Platform, namely by navigating to your profile section, clicking on “My Cards” and clicking on the red X button next to the card you want to unlink from the CLO Program.

The CLO Program is limited to credit cards only and is only available in Canada. Payment cards that are not eligible for use with the CLO Program include, without limitation, debit cards, corporate and purchasing cards, prepaid and/or gift cards (together, the "Eligible Cards")

Not all CLO Merchant Partners locations or transactions at CLO Merchant Partners with your Linked Card may be eligible to earn Rewards.  This may include payments made through third party digital wallets or payment apps and other transactions not processed through the Payment Card Networks’ own systems.  Please review applicable CLO Offer terms.

By linking your credit card to your Account, you agree to abide by and be bound by these terms of use, and you agree:

• That the information provided by you to activate and subsequently update your Account, as well as any information collected as part of your participation in the CLO Program by subscribing to a CLO Offer or by performing a CLO Offer-related transaction at a CLO Merchant Partner, be transmitted to Payment Card Network to enable them to track the status of your transactions and enable them to provide Coinmiles with all the information necessary to identify CLO Qualifying Transactions (subscription, purchase, return or chargeback) to enable Coinmiles to validate whether the Reward must be credited to your Account.

• That the information provided by you to activate and subsequently update your Account, as well as any information collected as part of your participation in the CLO Program by subscribing or claiming CLO Offers, be used and disclosed by Coinmiles in accordance with its Privacy Policy (see https://www.coinmiles.io/privacy) in particular and without limiting the generality of the foregoing, in order to:

1. Help Coinmiles to improve the quality of its services and the customer experience;

2. Enable Coinmiles to ensure the regulatory compliance of its services;

3. Allow Coinmiles to prevent cases of fraud and abuse that may be related to its services.

2.3       Qualifying CLO Transaction Conditions: CLO Offers may be limited by conditions in order for a transaction to be considered a Qualifying CLO Transaction. These conditions shall be determined solely by Coinmiles and their CLO Merchant Partners, and includes, without limitation, a minimum purchase amount, a purchase made on specific days or a purchase made before the termination of the active period. Rewards may vary by store, product category and may contain exclusion in the terms of the CLO Offers. Please review these terms carefully. Coinmiles reserves the right without notice or compensation, to modify the list of conditions required for a transaction to be considered a Qualifying CLO Transaction. These conditions will be available and disclosed to the Members through the Platform. Any transaction that does not meet the CLO Offers conditions shall not be considered as a Qualifying CLO Transaction and shall not provide any Rewards to the Member.

2.4       Earning Rewards: In order to earn Rewards through the CLO Program, you must: (a) have an Account; (b) have linked at least one Linked Credit Card; and, (c) complete a Qualifying CLO Transaction with a Linked Credit Card. The determination of whether a transaction made through a CLO Merchant Partners qualifies for Rewards is at the sole discretion of Coinmiles. If a transaction fails to be reported to Coinmiles or if Coinmiles suspects fraudulent behaviour, Coinmiles reserves the right to cancel the Reward associated with that transaction. It is your responsibility to check your Account regularly to ensure that your Rewards have been properly credited and paid and that your Account balance is accurate. If you believe that Rewards has not been correctly credited to your Account, you must contact us within ninety (90) days of the transaction by clicking on “Missing a Transaction?” in the Wallet section of the app or by contacting support at support@coinmiles.io and Coinmiles will review your claim. Any claims for uncredited rewards shall be supported by a clearly readable transaction evidence demonstrating that a Qualifying CLO Transactions has taken place. Should Coinmiles make a final decision on one of your claim, or should you disagree with any adjustments made to your Account or payments made to you, your sole remedy is to withdraw from the Program.

2.5       Reward Calculations: You are entitled to receive the Reward associated with the CLO Offer after a Qualifying CLO Transaction. Rewards are earned on your total transaction amount, but excludes returns and cancellations as may be determined by Coinmiles. Coinmiles will convert the amount received in Bitcoin according to Section 3 – Bitcoin Dealings. In no event shall the applicable Payment Card Network be considered as maintaining any type of financial obligation or deposit or other asset account, or holding funds or other value for you for distribution to you. Any pending statement credits and any associated dollar values represent offer fulfillment amounts in process owed by the applicable Merchant Partners, and not your funds or balances maintained or held by the Payment Card Network or Coinmiles.

2.6       Holdback: In order to protect itself against certain fraud patterns, Coinmiles may hold back Rewards up to (a) a duration of up to 30 business days past any chargeback or dispute period applicable to the payment method associated with the payment from the relevant CLO Merchant Partner’s account after we initiated a payment request to that CLO Merchant Partner pursuant to one of your Qualifying CLO Transaction, or; (b) a duration of up to 30 days past any returns, cancellation or refund period of the relevant CLO Merchant Partner (“Holdback Period”). During this period, you may see the Reward in your Account, but Coinmiles may, at its sole discretion, impose limitation or entirely prevent any withdraw or transfer of the Reward outside your Account. Under the conditions of this Section 2.6, Coinmiles may also, at its sole discretion, decide not to holdback any Rewards in your Account, or hold back only a portion of your Rewards.

2.7       Opt-Out: By being a Member and having a Linked Credit Card, you are automatically partaking in the CLO Program. To unsubscribe from this CLO Program, follow the steps to unlink your credit card (see Section 2.2).

3. Affiliate Offers Program

3.1        Overview: Coinmiles receives a fee from the retailers, brands, merchants, and other partners (“Affiliate Merchant Partners”) participating in Coinmiles affiliate offers program (“Affiliate Offers Program”) for each Qualifying Affiliate Transactions (as defined in this Section 3.2) and give a portion of this fee as Rewards. Participation in the Affiliate Offers Program and the opportunity to earn Reward are offered at the sole discretion of Coinmiles and subject to your compliance with this Agreement.

3.2        Qualifying Affiliate Purchases: In order to earn Rewards from the Affiliate Offers Program, you must be signed in to your account, use the shopping links provided within the Platform, have cookies enabled for affiliate and retailer sites, use no AdBlockers (including the built-in blocking capabilities of browsers such as Brave), complete your purchase transaction during the same shopping session you started after clicking on the shopping link, and make no subsequent purchases on the same Affiliate Merchant Partner’s site without first clearing your cookies and purchase an item or perform an action that does not constitute an Exclusion (as defined at section 3.3) or be prohibited by this Agreement (“Qualifying Affiliate Transactions”). If you visit other sites or tools such as coupon injectors, cashback extensions, points extensions, etc. before completing your purchase, your purchase might be associated with a service other than Coinmiles and you might not earn Rewards on your purchase. If you disable “cookies” on your computer, you will not be able to earn Rewards because cookies are used to authenticate the user and verify whose Member is eligible for the Rewards as well as track the credit for the sale on retailer sites.

3.3      Exclusions: Purchases of gift cards do not qualify for Rewards. Reward amounts vary by store and product category and may contain exclusion in the terms of the offer. Please review these terms carefully. Coinmiles uses reasonable efforts to maintain a list of exclusions. The list of exclusions is subject to change without notice, and Coinmiles hereby disclaims any and all liability in connection with any incorrect information or failure to include information on the list of exclusions.

3.4      Calculating your Rewards: Your Rewards are calculated on your net purchase amount, which excludes taxes, fees, shipping, gift-wrapping, discounts or credits, returns or cancellations, and extended warranties. Coinmiles works with a series of stores or affiliate network providers (“Affiliate Networks”). Each Qualifying Affiliate Transactions that results in a commission being paid to Coinmiles will be recorded in cash and may be in another currency and/or different from the currency of your purchase. For example, some Affiliate Network automatically convert the transaction amount in their local currency (for example, USD) and transmit this information to Coinmiles. Your portion of the fee that Coinmiles is entitled to receive from the applicable Affiliate Network may be then displayed back in Canadian dollars or displayed in this currency at Coinmiles discretion. If you receive Bitcoin as a Reward, Coinmiles may convert this amount back to Canadian dollars or may, in its sole discretion, directly convert your Reward into Bitcoin from the currency received. For example, in the event an Affiliate Network pays Coinmiles in USD, Coinmiles may elect to convert directly your Reward from USD to Bitcoin. The conversion will take place at the market rate on the day Coinmiles complete its reconciliation of the applicable transaction with the applicable Affiliate Network (i.e., after giving effect to any applicable returns or refunds). Your Rewards are subject to any adjustments made pursuant to this Agreement.

4. Bitcoin Dealings

4.1       Conversion: Coinmiles will convert your Rewards from fiat to Bitcoin at the spot market rate on the day where Coinmiles completes the conversion. The conversion may occur at anytime within 72 hours past the settlement confirmation we receive from the Payment Card Network for CLO Offers or anytime time prior 5 days after the Affiliate Networks period where Affiliate Merchant Partners can modify the commission paid to Coinmiles to account for returns/exchanges/chargeback and similar operations. Coinmiles reserves to right to proceed to conversion in batches or through any other commercially reasonable method it sees fit, including spot price buying in real-time. The resulting Bitcoin amount is then reflected in your Account. From the Rewards you already have in your Account denominated in Bitcoin, Coinmiles may offer you the possibility to convert it back to cash either directly or by receiving another form of payment, such as a bank transfer. In this case, prior conversion, you will be notified and we will obtain your approval on the exchange rate, the applicable transfer fees and the amount to be sent to you. Coinmiles shall not be held responsible if your financial institution or payment service provider charge you additional fees to receive such payment.

4.2       Post-Conversion Bitcoin Volatility: You understand that the price of Bitcoin is volatile and understand that every Rewards being held in Bitcoin will give you the right to reclaim the corresponding number of Satoshis, and not the corresponding fiat value, unless your Reward in Bitcoin is converted back to cash following Section 4.1.

4.3       No Investment Advice: You understand that Bitcoin price is volatile. Once your Reward has been converted in Bitcoin, the volatility of the price of Bitcoin will impact the corresponding fiat value of your Reward. You understand and acknowledge that the movement in value can play either in your favor or not. Coinmiles does not engage in investment advice and nothing on the Platform or in any agreement between you and Coinmiles, including this Agreement, shall, or is intended to, constitute financial, legal, accounting or tax advice.

4.4       Regulations: Laws or regulations around Bitcoin and crypto assets are constantly evolving. Compliance with these laws and regulations and other best practices of the industry is a priority for Coinmiles. It is your responsibility to ensure that any Rewards in Bitcoin attributed to your account is lawful. In the event where possession, directly or indirectly, of Bitcoin is deemed unlawful, you shall abstain from participating in the Program and close your Account. In the event where the regulation or local laws require that Coinmiles proceed with additional identification procedures, Coinmiles may have to temporarily freeze your account pending a satisfactory identification of your identity under these requirements. You further understand that accumulating Rewards in Bitcoin does not mean possessing any Bitcoin and simply means that Coinmiles owes you the amount corresponding to the corresponding amount in satoshis shown in your Account, subject to this Agreement.

4.5       Not an Exchange / Custodian: Coinmiles is solely a reward platform and not an exchange or a custodian. Coinmiles does not allow you to purchase Bitcoin through its Platform or to transfer Bitcoin inside your Account from an external source address. Any transfer made to a Coinmiles Bitcoin address will belongs to Coinmiles.

5. Bonuses & Other Rewards

Coinmiles may elect to offer bonuses or rewards for creating an account, referring new Members to the Program or for other specific actions. The terms and conditions accompanying such offers will govern how they are earned and paid if the terms and conditions differ from this Agreement. Any welcome bonus given in exchange for you creating an Account remains subject to a purchase being made by you at one of our Merchant Partners. Coinmiles reserve the right to debit your account for such bonus amount if you do not make any Qualifying Affiliate Transactions or Qualifying CLO Transactions (“Qualified Purchases”) in the year following the issuance of that bonus. To earn through our referral program, you will be subject to a minimum level of rewards accumulated in your account through Qualified Purchases. This amount may vary from time to time, and without notice, from Coinmiles. You are prohibited from engaging in abusive behaviours such as multiple account creations or self-referral in order to maximize bonus allowance and Coinmiles reserves the right to debit your balance and close your account if it reasonably believe you are engaging or have engaged in such behaviours.

6. Merchant Partner’s Sole Responsibility

Any product or services purchased from any Merchant Partners in connection with the Program is governed by and subject to the applicable Merchant Partner’s policies, including applicable exchange, cancellation and shipping policies, those of which may prohibit you from receiving rewards on any products returned or exchanged regardless of original estimated reward on the initially purchased good or service. You agree that we are not agents of any Merchant Partners and that the Merchant Partners operate independently and are not under our control with respect to the Program or otherwise. Coinmiles soles responsibility is to display the offers on our Platforms and, when the offer is part of the Program, process the Rewards. Accordingly, your participation in offers or promotions of, or correspondence with, any Merchant Partners is solely between you and that Merchant Partners. We do not assume any liability, obligation or responsibility for any part of such correspondence, offer or promotion, including, without limitation, the withdrawal or modification of any such offer or promotion or any default in performance of any obligations from the Merchant Partners. Coinmiles is not responsible for changes to, or discontinuance of, any Merchant Partners, or for any Merchant Partners withdrawal from the Program or for any effect on accrual of your Rewards (including any conversion in Bitcoin) caused by such changes, discontinuance, or withdrawal.

7. Your Rewards Account

7.1       Transfer to Bitcoin Address: If you wish to receive Bitcoin, we will transfer your Bitcoin balance, or part thereof, to one of your Bitcoin addresses following your instructions. It is your responsibility to validate the address entered and Coinmiles is not responsible for payments delivered to the wrong Bitcoin address through no fault of Coinmiles. Coinmiles may, at its own discretion, impose delays before transferring Bitcoin to another Bitcoin address. Coinmiles is not responsible for payments delivered to the wrong Bitcoin address through no fault of Coinmiles.

7.2        Transfer to Bank Account: Coinmiles may offer to send the amount of your Rewards, or part thereof, into your bank account. Before any transfer to occur, you must ensure to provide Coinmiles with the information necessary to process your payment as may be required by Coinmiles, such as: a valid email address at which you are able to receive email, your first and last name, a password to protect the transfer, the valid bank account information or any other similar information required for that transfer. Coinmiles is not responsible for payment errors made by any bank or financial institution.

7.3       Transfer Delay: Coinmiles reserves the right to delay transfer based on changes to Merchant Partners policies at any time. Once you choose to transfer or withdraw funds from your Account, Coinmiles will initiate the repayment procedure in the following 72 hours. Coinmiles also reserves the right to modify the payment schedule at any time, including for cause of troubleshooting, maintenance, fraud prevention, cybersecurity matters or any similar reasons.

7.4       Transfer Fees: Any transfer or withdrawal may be subject to deduction of Coinmiles then-current, applicable transaction fees which will be provided to you prior obtaining your authorization for any transfer.

7.5       Transfer Out. No Custodianship: Coinmiles does not offer custodianship services. For as long as you decide not to withdraw or transfer your Reward out of your Account, the amount of the Rewards you have accumulated in the Program belongs and is controlled by Coinmiles and may be repaid to you in any form Coinmiles may elect, including, but not limited to, Bitcoin transfer, money transfer or credit-card statement credits. Certain forms of transfer may be limited according to your personal situation, including but not limited to the territory in which you reside, or the location where you received the Rewards or any laws or regulations that apply, or may reasonably apply, to your situation.

7.6       Rewards Adjustments: In our sole discretion, we may deduct Rewards from your Account in order to make adjustments for returns, cancellations or any similar losses incurred by Coinmiles or our Partners with respect to Qualifying CLO Transactions or Qualifying Affiliate Purchases. Any such adjustments, however, will be made in accordance with this Agreement, any applicable Coinmiles policies and terms, the terms of any Merchant Partners offers, and any and all applicable laws, rules, and regulations.

7.7       Fraud Prevention. Investigation: We reserve the right to investigate any Qualifying CLO Transaction, Qualifying Affiliate Transaction, referral activity, or interaction with any Coinmiles Platform that we believe, in our sole discretion, may be abusing or may have abused the Program. We reserve the right to rescind any Reward, bar further Rewards to be processed to, and/or terminate the Program membership of, any Member that we believe, in our sole discretion, is abusing or has abused the Program, including, without limitation, by engaging in a pattern of returning products after the corresponding Rewards has been credited, making fraudulent referrals by creating multiple Accounts or proceed with fraudulent chargeback or initiating ill-founded chargeback disputes. Any failure to comply with this Agreement, any fraud or abuse relating to the accrual or receipt of Rewards or other form of bonuses, or any misrepresentation of any information furnished to Coinmiles by you or anyone acting on your behalf may result in the termination of your membership in the Program and forfeiture of your Rewards. If Coinmiles has any reason to suspect fraudulent activity is associated with your Account, Coinmiles reserves the right to delay or withhold payment of Rewards. Any suspected or actual cases of fraud activity will be escalated and reviewed in accordance with our internal fraud policy.

7.8       Taxes: You may be taxed on your receipt, accrual or disposition of Rewards depending on the tax laws of your local jurisdictions. You will be solely responsible for any and all tax liability arising out of the consideration received in connection with the Program.

8. Managing & Maintaining Your Account

8.1       Managing Your Account: You agree to keep your Account information current, complete, and accurate by periodically updating the information through the Coinmiles Platform. You must be logged into Coinmiles to change your Account information and payment preferences. You may check your Account status and recent earning history at any time via the Coinmiles Platform. You will maintain the confidentiality of your Account information, including username and password by which you access the Program. Any use of your username and password will be deemed to be your use, and Coinmiles is entitled to act on instructions received under your password and is not responsible for any credits or debits made to your Account by someone else who uses your password. If there is a breach of security through your Account, 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 using your username and password is yours and has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction.

8.2       Maintaining Your Active Account: An Active Account means you must engage in one of the following activities within the past twelve (12) months: (i) updated your Account information, (ii) have logged into your Account, (iii) have received Rewards. If your Account is inactive for more than twelve (12) consecutive months, Coinmiles reserves the right to debit your Coinmiles Account balance 0.01 Bitcoin per month, or its equivalent in fiat, to recover the cost of account maintenance until you reactivate your Account by engaging in one of the activities set forth above or until your Account balance is zero. If the balance in your inactive Account is or becomes zero, Coinmiles may close your Account permanently and cease to maintain your Account records and Program access. The inactive account maintenance charge will not cause your Account balance to become negative and will not cause you to owe money to Coinmiles.

8.3       KYC: You agree to provide additional information we may be required to obtain from you or that we reasonably request to verify your identity as a condition for withdrawing, transferring your Rewards or maintaining your Account active.

8.4       Account Termination: If your account is terminated, your profile may be deleted and eligible cards will be unlinked from the Platform, however Coinmiles will retain information on the balance in your account. Coinmiles reserves the right to terminate your Account at all time and for any breach of this Agreement.

9. Program License

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

10. Ownership

All right, title, and interest in the Program, the Coinmiles Platform, and the content belong to Coinmiles or its licensors. Additionally, Coinmiles shall maintain all right, title, and interest in “Coinmiles,” the Coinmiles logo, and any other marks, service marks, trademarks, or logos of Coinmiles (“Coinmiles Marks”) that are registered in Canada and other countries. The Coinmiles Marks may not be used in connection with any product or service that is not Coinmiles in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Coinmiles. You shall not by any means bid on any keywords with any search engine containing “Coinmiles” or anything substantially similar to “Coinmiles” or any other Coinmiles Mark including, without limitation Coinmiles.io. You shall not mention or use Coinmiles in any ad text, extensions or banner ads without the express written consent of Coinmiles. All other trademarks not owned by Coinmiles that are used in the Program are the Platform of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Coinmiles.

11. Receiving Communications

By signing up to be a Member, you agree to receive communications that are account and membership related (e.g., that we’ve added Rewards to your Account). You may also opt-in to receive periodic emails or communications that highlight special promotions, deals or offers that are available to Coinmiles Members. We may communicate with you regarding the Program by electronic communications or direct mail using information you provided during the registration process. Your consent to receive electronic communications includes any notices or other information that we may be required by law to provide you in writing or otherwise. You agree to keep us apprised of your current email address should the same change subsequent to the date you become a Member. We may also send you push notifications if you install the mobile application. You can opt out of receiving certain communications in accordance with our Privacy Policy simply by clicking on the “Unsubscribe” button for promotional emails or by writing to us at support@coinmiles.io or by mail at 400-3 Place Ville-Marie, Montréal, Québec, H3B 2E3.

12. 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”).

12.1     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.

13. Community Standards

By participating in the Program, you are becoming a Member of a community that depends on the goodwill and responsible behavior of each of our Members. Members are required to refrain from transmission or communication of images or text constituting ethnic slurs, obscenities, sexually explicit material, inflammatory or derogatory comments, or anything else that may be construed as harassing or offensive, which is targeted at the Program, the Coinmiles Platform, our employees, contractors or agents, our Merchant Partners, or other Members. This includes communications by means of social media or other Internet posts which violate the above community standards or promote or encourage gaming or fraudulent behavior. Members who violate this provision, as determined by us in our sole discretion, may have their access to the Program suspended or terminated without prior notice.

14. Prohibited Activities

14.1     Prohibited Activities: You agree that you will not, and will not permit others to: (i) damage, interfere with or unreasonably overload the Coinmiles Platform; (ii) introduce into the Coinmiles Platform any code intended to disrupt the Program; (iii) alter or delete any information, data, text, links, images, software, chat, communications and other content available through the Coinmiles Platform (collectively, “Content”); (iv) access the Program or the Coinmiles Platform by expert system, electronic agent, “bot” or other automated means; (v) use scripts or disguised redirects to derive financial benefit from Coinmiles; (vi) modify, reverse engineer, reverse assemble, decompile, copy or otherwise derive the source code of any Coinmiles Platform for any reason; (vii) rent, sell or sublicense any of the Coinmiles Platform; (viii) provide any unauthorized third party with access to the Program; (ix) access confidential content through the Coinmiles Platform; (x) interfere with the operation of the Program, 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 Coinmiles Platform or within the Program 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 Platform right of any kind or misappropriate the trade secrets of any third party in connection with your use of the Program or the Coinmiles Platform; (xiii) engage in any activity that does not comply applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Program.

14.2     Sanctions: To use the Platform, you must not be a resident of a country subject to economic or trade sanctions by Canada, the United States of America or any country in European Union nor be listed on a sanction’s regime.

15. Indemnification

You agree to indemnify Coinmiles, any Merchant Partners, Payment Card Networks as well as their respective officers, directors, employees, successors, agents, and affiliates, for any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to your breach of this Agreement or for any materials in any form whatsoever that are provided by you (or through your username and/or password). You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim. We reserve the right, in our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

16. Warranty Disclaimer

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COINMILES AND ITS AFFILIATES, LICENSORS AND SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS) EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANT ABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COINMILES AND ITS AFFILIATES, LICENSORS AND SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS) DO NOT WARRANT THE QUALITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR VALIDITY OF THE DATA, CONTENT, ANALYTICS, FEATURES, OR INFORMATION PROVIDED THROUGH THE PROGRAM, INCLUDING WITHOUT LIMITATION TRANSACTION DATA OR USER SUBMISSIONS OR OTHER DATA PROVIDED BY OTHER USERS, PRODUCT SEARCH RESULTS, PRODUCT DESCRIPTIONS, PRODUCT AVAILABILITY, PRICING INFORMATION ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED IN CONNECTION WITH THE PROGRAM TO BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. FURTHER, COINMILES DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS FOR, ANY PRODUCTS OR PLATFORM OFFERED OR PROVIDED BY ITS AFFILIATE STORES IN CONJUNCTION WITH THE PROGRAM.

17. Limitation on Liability

UNDER NO CIRCUMSTANCES WILL COINMILES OR ITS DIRECTORS, OFFICERS, 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 THE PROGRAM, EVEN IF COINMILES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL COINMILES OR ITS DIRECTORS, OFFICERS, AFFILIATES', CONTRACTORS', EMPLOYEES', AGENTS', OR THIRD PARTY PARTNERS' OR SUPPLIERS' ( INCLUDING PAYMENT CARD NETWORKS’ AND PAYMENT PROCESSORS’) TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PROGRAM (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT DIRECTLY PAID TO COINMILES BY THE MEMBER TO USE COINMILES PLATFORM WITHIN THE PREVIOUS YEAR OF OPERATION.

18. Termination or Suspension

This Agreement is effective when accepted by you and will remain in effect until you or we terminate your membership in the Program and close your Account. We may terminate this Agreement and your use of or access to the Program at any time, for any reason or no reason. Any violation of this Agreement or the rules and conditions of the Program may result in cancellation of your membership to the Program, your Account and/or forfeiture of pending or prior Rewards. We may, in our sole discretion, at any time and without prior notice, discontinue, cancel, suspend, change or limit access to all or any part of the Program or any functionality, feature or other component of any Coinmiles Platform. You agree that Coinmiles will not be liable to you or to any third party for any modification, suspension, or termination of the Program or your access to any of the Coinmiles Platform. If you are dissatisfied with any aspect of the Program at any time, your sole and exclusive remedy is to cease participating in the Program. Upon any termination of the Program, your right to use and access the Program, and the Coinmiles Platform, and to receive Rewards, will terminate. Termination will not prejudice either your or our remedies at law or in equity.

19. Governing Law

This Agreement will be governed by and interpreted in accordance with the laws of Quebec, and the laws of Canada, each as may be applicable, excluding its conflicts of laws principles, and all disputes related to this Agreement shall be brought before Quebec Courts.

20. Assignment

You may not assign your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void.

21. Headings

Headings under this Agreement intended only for convenience and shall not affect the interpretation of this Agreement.

22. No Waiver; Severability

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions.

23. Entire Agreement

This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral (including without limitation, earlier versions of this Agreement that may have been accepted by you). We reserve the right to modify this Agreement at any time. Your non-termination and continued participation in the Program or use of any Coinmiles Platform after modification of this Agreement will constitute affirmative acceptance by you of such modification and your consent to abide by any terms thereof.