General:

The EasySave membership is an on-going subscription service so your membership is continuous and your membership is renewed automatically at the end of each membership period. If you are a member issued with an EasySave card and have supplied an email address, we will send you an electronic reminder towards the end of your membership term to advise you of the details of the renewal process. Your renewal date is 5 days prior to the expiry date printed on your EasySave card. We will not be liable for any non-receipt of communication from us, including non-receipt of the renewal reminder. You are required to inform us if you change your correspondence information (email, telephone and postal). If you do not want to renew your membership you should contact us by telephone on 246-850-SAVE at any point within your membership period and no later than 5pm on the working day preceding your renewal date.

This page (together with the documents referred to on it) tells you the terms and conditions on which we supply EasySave cards, and you become a member of EasySave, Further details regarding EasySave cards can be found on our website www.easysavebarbados.com . Please read these terms and conditions carefully and make sure that you understand them, before registering an EasySave card from our site and becoming a member. You should understand that by registering an EasySave card, you agree to be bound by these terms and conditions shown.

Please click on the button marked “Click here to confirm you have read and agree to our terms and conditions and that you consent to us processing your data in accordance with our privacy policy” on the EasySave card registration page on our website if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order an EasySave card from our website, nor become a member.

We reserve the right to amend these terms and conditions at any time by giving you notice by posting the amended terms and conditions on our site. However, please note that you will be subject to the terms and conditions in force at the time that you ordered an EasySave card from us, unless any change to these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you).

Using your card

When visiting a participating business please present your EasySave card before ordering or making your purchase. The merchants may make note of your membership number before you receive your discount and reward. Discounts and rewards may not be combined with any other discounts or award programs and / or offers. Discounts may not be available on specials, or special orders.Check with the merchant if you have any questions.

EasySave will not be responsible if any merchant breaches its contract or refuses to accept EasySave membership cards.

EasySave disclaims all alleged liability for bodily injury or property damage resulting from any accident, event or occurrence on, or resulting from the use of, the premises of the participating business.

EasySave disclaims all warranties, express, implied or otherwise imposed by law, regarding the condition of those premises or the safety of the same.

Any false or misrepresentation of discount offered, or any inflation of prices to cover said discounts, will result in termination of membership status without refund.

All memberships are non-refundable and non-transferable.

The barter, trade, sale, purchase, or transfer for compensation of this card in whole or in any part or any of its offers, is strictly prohibited. Offers are void where prohibited, taxed or restricted by law.

Participation in the Program rewards

An EasySave member (“cardholder”) must enroll individually in his/her full legal name and such person may have only one open Account at any given time;

A Member may only receive benefits in one Account. Membership is solely for the benefit of the individual, therefore, it must be maintained in the name of an individual; any duplicate accounts can be removed at the sole discretion of EasySave;

Rewards and any entitlement to redemption thereof are personal and cannot be assigned, traded, or otherwise transferred without the prior written consent of EasySave or otherwise in accordance with the Terms and Conditions of the EasySave rewards Program, as may be amended from time to time. Any assignment or transfer in violation of these rules will be void and may, at the sole discretion of EasySave, result in the loss of membership or the cancellation of the affected Rewards redemption entitlement, as the case may be;

EasySave is not responsible for lost or stolen cards. A new EasySave Card will need to be obtained,at the expense of the member, through a retail channel. EasySave is not responsible for any redemption made by a third party using a lost or stolen EasySave membership card;

EasySave assumes no liability whatsoever, including without limitation, liability for any expense,loss, cost, injury, damage, accident or any other matter or thing whatsoever, however suffered or caused (including compensatory, incidental, indirect, special, punitive, consequential or exemplary damages or damages for loss of income or profits), directly or indirectly arising out of or related to the Program or by reason of the termination of or amendment to the Program in whole or in part, the addition or deletion of reward partners or other features with or without notice;

EasySave membership and participation are privileges which can be revoked by EasySave in its sole discretion at any time and without compensation for any reason including without limitation, for abuse or breach by a Member of any of the Terms and Conditions of the Program or any other actions deemed by EasySave, acting in its sole discretion, to be contrary to EasySave, the EasySave Program, or the interests of its Members or reward partners;

EasySave shall be under no obligation to continue the Program, or to provide any notice of its termination;

Each Member shall be responsible for advising EasySave of any change of their name, mailing address, e-mail address or any other required membership Enrolment data. Neither EasySave nor its Partners shall be liable for misdirected communications such as mail or e-mail or any consequences thereof;

Neither EasySave nor its Partners shall be responsible for any failure of the EasySave website or for any problems or technical malfunction of a telephone network or lines, computer online systems, servers, access providers, computer equipment, software, failure of any e-mail, online or Internet entry. In addition, neither EasySave nor its Partners shall be responsible due to technical problems, traffic congestion on the Internet or at any website, or any combination thereof, including any injury or damage to any computer or property related to or resulting from participating in or downloading any material relating to the Program. EasySave reserves the right, at its sole discretion, to cancel or suspend the Program should a virus, bug or any other cause beyond the reasonable control of EasySave corrupt the security or proper administration of the Program. Any attempt to deliberately damage any website or to undermine the legitimate operation of the Program is a violation of criminal and civil laws, and should such an attempt be made, EasySave reserves the right to seek remedies and damages to the fullest extent permitted by law, including criminal prosecution;

Membership Enrolment

To participate, a Member must have applied for, been granted and possess an EasySave Card;

To enroll, you must have a valid mobile number and a valid e-mail address.

To become a Member, simply go through the 3 easy steps from the tablet screen at any participating location accurately and completely;

Enrolment also requires the creation of a password or a personal identification number (“Password”) which is required to access your Account online. Certain password creation rules may apply and EasySave reserves the right to change password creation rules to adhere to the strongest privacy and security standards in place. Anyone who knows your Password and Account number will have full access to your Account. You are responsible for maintaining the secrecy of your Password, for all activities that occur using your Password and for notifying EasySave of any unauthorized use of your Password. EasySave is not responsible in any way for any loss arising from unauthorized use of your Password or your failure to comply with these provisions;

By Enrolling in the EasySave Program, you consent to receive EasySave communications on rewards and discounts as well as other communications containing special offers on weekly ads and classifieds, which communications may incur data charges if accessed or received via a mobile device.

Earning Rewards

From time to time, EasySave may invite reward partners to work with EasySave to provide more benefits and opportunities to Members. EasySave will also advertise offers for which Members may earn additional benefits;

Members must present their personal valid EasySave card and, when requested, a valid ID to receive benefit from rewards. Different rules may apply in respect of Rewards redemption eligibility applicable to EasySave Cards;

Any unauthorized reproduction of an EasySave card may lead to a deduction of or loss of all eligibility to redeem Rewards that may be associated with such Account, exclusion from the Program and may have additional legal consequences, all in the sole discretion of EasySave;

EasySave or a Partner may refuse to record or honour Rewards redemption eligibility associated with your Account, or if already recorded, may cancel such eligibility, if EasySave cannot confirm via EasySave systems, transaction receipts and other information that such eligibility was properly issued or obtained; and

If you believe that any Account statement reflecting your eligibility for Rewards is in error, you must contact Customer Service 246-850-SAVE within 60 days of the date of the Account statement or such statement will be deemed correct, except for excess Rewards eligibility improperly noted in your Account. EasySave may require that Members submit documentation to support your claim.

Returns and/or Exchanges

In the event of a return and/or exchange of any purchase for which an EasySave reward was given, your level of reward will be adjusted downward by an amount equivalent to any previous upward adjustment associated with the original transaction.

Redemption and Benefits

Only a Member may redeem Rewards and to do so must present: his or her EasySave Card, which must be valid, as well as a valid piece of identification when requested;

You may be required to provide proof of and/or authentication of your identity when using your EasySave card, to protect the integrity of your Account and to verify your Member status;

EasySave may include or remove the Program’s additional reward partners in its sole discretion.

Inactive Membership Accounts

An EasySave membership account will be deemed inactive if:

Your EasySave card has not been used for points activity in the last 12 consecutive months.

Should this condition apply, your EasySave membership account may be deemed inactive and all eligibility for benefits may be forfeited, with or without notice, in EasySave’s sole discretion and EasySave may close your EasySave membership account.

Consumer rights

You have the right to cancel your initial registration of membership with us within 14 days of your original registration. This does not apply to subsequent renewals.

To cancel your membership, please call us on 246-850-SAVE Monday to Friday 8.00am to 5.00pm. Upon cancellation you will receive a confirmation email; it is recommended that this is kept for your own personal records.

Our liability

Subject to clause, if we fail to comply with these terms and conditions, we shall only be liable for the membership fee.

Subject to clause, we will not be liable for losses that result from our failure to comply with these terms and conditions that fall into the following categories:

Loss of income or revenue;

Loss of business;

Loss of profits; or

Loss of anticipated savings.

Nothing in this agreement excludes or limits our liability for:

Death or personal injury caused by our negligence;

Fraud or fraudulent misrepresentation;

Any breach of the obligations implied by the law or any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.

Where you purchase from any participating partner, any losses or liability arising out of, or in connection with, such product or service shall be the relevant participating partner liability.

We accept no liability for any bad experiences, bad product or service at any of the participating partners. We will not become involved in any dispute between you and any of our partners.

We do not give any warranty for any products or services accessed through, or displayed on, our website.

Written communication

Applicable laws require that some of the information or communications we send to you should be in writing. When using our website, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

Notices

All notices submitted by you to us must be provided to customer service at info@easysavebarbados.com. We may give notice to you at either the e-mail or postal address you provide to us when registering, or in any of the ways specified above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

Waiver

Failure by us to enforce any of these terms and conditions will not prevent us from subsequently relying on, or enforcing, them.

Severability

If any court or competent authority decides that any of the provisions of these terms and conditions are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

Entire agreement

These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of these terms and conditions. We each acknowledge that, in entering into these terms and conditions, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them. Nothing in this clause limits or excludes any liability for fraud.

Law and jurisdiction

This agreement shall be interpreted in accordance with the law and subject to the non-exclusive jurisdiction of the Courts.

General:

By using the EasySave website you agree to the following Terms and Conditions.

You agree not to use the service for any illegal purposes whatsoever or for the transmission of material that is unlawful, harassing, racist, invasive of another’s privacy, abusive, threatening, pornographic, vulgar, profane, or otherwise objectionable.

You agree NOT to include a link, links or a reference to any ad on EasySave in any “junk mail”, “spam” or “unsolicited email”.

You agree that EasySave may at their discretion terminate your account if they believe you
have in violated the Terms and Conditions in any way.

You agree NOT to post classified or weekly ads that are related to Bulk E-mail.

You agree NOT to post duplicate classified or weekly ads.

You agree NOT to post more than 2 classified ads per day.

You agree NOT to infringe on trademarks, service marks, or public figures (images/names).

We reserve the right to edit or delete any weekly or classified ad that violates our terms of service/use.

You agree NOT to post with terms or misspelled versions of terms implying an illegal service.

Price and payment

The price of all packages will be as quoted on our site from time to time.

Payment must be by drop off, credit or debit card or by such other method as we may agree
from time to time. We will charge your credit or debit card when your order is placed.

Waiver

Failure by us to enforce any of these terms and conditions will not prevent us from subsequently relying on, or enforcing, them.

Third party rights

A person who is not party to these terms and conditions shall not have any rights under or in connection with it under the Contracts (Rights of Third Parties).

Acknowledgment and Acceptance of terms and conditions:

EasySave is provided to you under the terms and conditions listed on this website. These
terms and conditions include any amendments made now or in the future as well as any further rules or policies that may be posted on the website.

By posting a weekly ad, classified ad or registering for an EasySave reward card, you agree
to the bound by the following terms and conditions.

Conduct

User agrees to abide by all laws and regulations in User’s use of the Service. User agrees to be solely responsible for the contents of User’s advertisements through the Service.
Termination User agrees that EasySave may terminate User’s account or use of the Service if EasySave believes that (a) User has violated or acted inconsistently with this agreement, or that (b) User has violated the rights of EasySave or other Users.

User acknowledges and agrees that any termination of service under this Agreement and under any provision of this Agreement may be effected without prior notice (only in extreme cases). User also acknowledges and agrees that EasySave may immediately delete any ads associated with the User’s account.

Modifications to the service

EasySave reserves the right to modify or discontinue either temporarily or permanently, the Service with or without notice to User. User agrees that EasySave shall not be liable to User or any third-party for any modification or discontinuation of the Service.

Disclaimer and Warranties

EasySave disclaims any warranties expressed or implied on goods or services listed on the service or product. Advertisers of the EasySave website assume all the risk or liability that arises from their offer for sale of any item or service.

EasySave is not liable for the accuracy of the information contained in the service, or the
contents of any advertisements, or for the claims or omissions therein. The service shall not be liable for any third-party claims or losses of any nature, including, but not limited to, lost profits, punitive or consequential damages.

EasySave makes no warranty that the service will meet user’s requirements, that the service will be uninterrupted, timely, secure, or error free; nor does EasySave make any warranty as to the results that may be obtained from the use of the service or as to the accuracy or reliability of any information obtained through the service, or that defects in the EasySave service or software will be corrected.User agrees to idemnify and hold EasySave, from any claims, including attorneys’ fees, made by any third party, due to or arising out of use of the service or product, user’s connection to the service, or user’s violation of this agreement.

This agreement shall be governed by the laws of Barbados, Canada and respective international laws and all claims concerning this agreement shall be brought exclusively in the federal courts of the Barbados or Canada. By their use of this website, the parties hereby consent to submit to the jurisdiction of such courts and waive any personal jurisdiction or alternative venue defenses concerning the said claims.

These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of these terms and conditions. We each acknowledge that, in entering into these terms and conditions, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them. Nothing in this clause limits or excludes any liability for fraud.

General:

During the length of the Merchant Agreement, EasySave will provide the Loyalty services and/or programs (collectively, “EasySave Loyalty Programs”) described in the Merchant Agreement separately executed by you, together with all exhibits attached thereto (the “Merchant Agreement”). In the event of any inconsistency among terms and conditions of the Merchant Agreement and these Terms and Conditions (collectively, sometimes referred to herein as the “Agreement”), the order of control shall be: (i) these Terms and Conditions, (ii) the Merchant Agreement, and (iii) any other exhibits, addenda or attachments to these Terms and Conditions including any links contained in the Merchant Agreement or these Terms and Conditions, which are incorporated by reference herein. Any capitalized terms that are not defined in these Terms and Conditions have the meanings ascribed to them in the Merchant Agreement. For purposes of clarity, these Terms and Conditions are incorporated by reference into the Merchant Agreement executed by you, and, together with the Merchant Agreement and all attachments thereto, govern your use of all EasySave Loyalty Programs and services.

Intellectual Property Rights

EasySave is the sole and exclusive owner of all right, title and interest in and to any data provided to EasySave Loyalty by your customers or any end user to EasySave Loyalty in connection with the Loyalty Programs, including without limitation all e-mail and/or other contact information (“Customer Data”). As such, you shall not, unless the applicable customer has separately taken all steps necessary to opt in to provide contact information to you, be provided with or otherwise have access to the Customer Data.

EasySave owns all right, title and interest in and to the EasySave Loyalty Programs (which include, for purposes of clarity, all software and/or mobile applications related thereto) including, without limitation, any intellectual property rights and any improvements, modifications, enhancements or refinements thereto. Except as set forth in the Agreement, all rights not expressly granted to you are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the EasySave Loyalty Programs, intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying or such intellectual property.

EasySave hereby grants to you a limited, non-transferable, non-exclusive, revocable license to access and use EasySave Loyalty’s hosted Merchant Web Portal (the “Portal”) for internal business purposes so long as your account with EasySave Loyalty remains current and active. If EasySave provides you with a password to access the Portal, you are solely responsible for protecting the password and for any authorized or unauthorized use made of the password. The Portal, and all source code, object code, software, copyrights and other intellectual property associated therewith, are and shall remain the sole and exclusive property of EasySave. You shall refrain from permitting any third party to use your password or otherwise access the Portal. EasySave shall have the right to terminate the license granted hereby immediately in the event that you have breached any terms or conditions set forth in the Agreement or your EasySave account is otherwise terminated for any reason.

Without limiting any of EasySave’s rights set forth in the Agreement, EasySave reserves the right, in its sole discretion but without any obligation on its part, to reject, remove, delete
and/or cancel any information or content displayed or posted on any tablet, the EasySave website, any portion of the EasySave Loyalty Program, and/or within any print materials, including without limitation any information and/or content that, in EasySave’s view, contains content or links which do not meet EasySave’s specifications or requirements. In addition, EasySave shall be entitled, in its sole discretion and without notice to any party, to redesign and/or modify all or any portion of the EasySave Loyalty Program (including without limitation any mobile application and/or software) at any time.

Restrictions

You: (i) will use the EasySave Loyalty Programs solely for your internal business purposes; and (ii) will not, for yourself, any of your affiliates or any third party (a) sell, rent, lease, license or sublicense, assign, distribute, or transfer the EasySave Loyalty Programs, (b) modify, change, alter, create derivative works of, decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the underlying ideas, algorithms, file formats, programming, or interoperability interfaces of the EasySave Loyalty Programs, (c) copy any tangible versions of the EasySave Loyalty Programs, or (d) remove from any of the EasySave Loyalty Programs any language or designation indicating the confidential nature thereof or the proprietary rights of EasySave. In addition, you will not export, re-export or permit any third party to export or re-export, directly or indirectly, the EasySave Loyalty Programs where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. EasySave retains the right, in its sole discretion but without any obligation on the part of EasySave to monitor or evaluate any communications, to approve, modify or refuse any EasySave Loyalty-related communications or proposed communications or messages to your customers or any EasySave end users.

Fees & Payment Terms

EasySave’s current fees for the Loyalty Programs and its services are set forth in the Merchant Agreement. EasySave reserves the right to amend the fees payable for the EasySave Loyalty Programs at any time upon thirty (30) days’ prior notice to you; provided, however, that such amendment to the fees will not be applicable until the beginning of the next Subscription Period.

When you provide your payment information to EasySave, you are providing EasySave with an authorization to process any and all payments as outlined in this Agreement.

You will be responsible for any sales, use, value-added or import taxes, customs duties or similar taxes assessed in accordance with applicable law with respect to the provision of the EasySave Loyalty Programs.

Notwithstanding anything herein to the contrary, EasySave, in its sole discretion, may suspend or terminate the Agreement and corresponding access and right to use all or any portion of the EasySave Loyalty Programs, at any time, upon electronic or other notice to you, if you have not paid all amounts due on or before the payment due date, or for any other breaches of the Merchant Agreement, these Terms and Conditions, or any other exhibits, addenda or attachments to these Terms and Conditions including any links contained in the Merchant Agreement or these Terms and Conditions, which are incorporated by reference herein. You are responsible for amounts that remain outstanding as of the date of such termination including early cancellation fees. You agree to pay reasonable attorneys’ fees and court costs incurred by EasySave to collect any unpaid amounts owed by you.(v) Should your Merchant Agreement indicate a seasonal term, your contract will be extended by the number of months which billing is paused for seasonality, as indicated on the Agreement. All EasySave equipment will remain the responsibility of the merchant during entire term of the Agreement.

Termination

The Agreement will remain in full force specified in the Merchant Agreement. At the end of any Subscription Plan, unless you select a new Subscription Plan, your Subscription Plan will automatically renew on a month–to–month Subscription Plan at the then-current rates. Agreements and/or subscriptions may automatically renew for successive 1-year terms upon expiration of the initial term of any Subscription Plan at the then-current standard rates until such time as either party provides written notice of termination to the other party, in
accordance with terms below. Current fees will be charged to the payment method on file unless EasySave is otherwise notified of a cancellation in writing. Although EasySave may choose to send a reminder email prior to charging a customer for a renewal fee, EasySave is not responsible for notifying a customer of this automated renewal.

A merchant may cancel its subscription, thereby terminating this Agreement, solely in
accordance with the following cancellation policies:

Money Back Guarantee – If your Merchant Agreement specifies that you are entitled to a “30 day Money Back Guarantee” you shall, by providing written termination notice to EasySave within thirty (30) days of the Installation Date, be entitled to have the EasySave Software Kit uninstalled. In order to qualify for your Money–Back–Guarantee, we simply require that you speak to your Merchant Success Manager to set up your program and enroll a minimum of 5 customers during the Money–Back–Guarantee period. If you do not meet these qualifications you will be charged a restocking fee of $50 upon cancellation. Within thirty (30) days of EasySave’s receipt of the Kit, EasySave will refund you any money collected for the initial monthly subscription fee in the same manner in which the initial fee was paid.

Renewal – At the end of any Subscription Plan, unless you select a new Subscription plan, your Subscription Plan will automatically be renewed on an annual or monthly (as applicable) basis at the then-current standard rates. Current fees will be charged to the credit card on file unless EasySave is otherwise notified of a cancellation in writing. Customers renewed on a monthly basis must provide written cancellation notice at least sixty (60) days prior to the beginning of the next monthly or annual term (as applicable). Customers renewed on an annual basis must provide written cancellation notice sixty (60) days prior to or within the first thirty (30) days of their renewal period. Although EasySave may choose to send a reminder email prior to charging a customer for a renewal fee, EasySave is not responsible for notifying a customer of this automated renewal.

Subscription Cancellation within the Contract Term – Customers enrolled in Monthly or Annual subscription plans shall provide at least sixty (60) days’ written cancellation notice. If, prior to the subsequent Subscription Period, you desire to terminate the EasySave Loyalty Program, You agree to pay an early cancellation fee equal to two (2) months of your monthly subscription fee, as well as a $50 restocking fee via the credit card on file with EasySave or cash payment.

Other Events – Each party shall have the right to terminate the Agreement upon written notice to the other party: (i) upon the institution of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts of the other party that is not otherwise dismissed within sixty (60) days of such institution; (ii) upon the making of an assignment for the benefit of creditors by the other party; or (iii) upon the dissolution of the other party. Notwithstanding the foregoing, EasySave may terminate the Agreement and/or your access to the EasySave Loyalty Program in the event you fail to remain current in all fees due and owing to EasySave or in the event you breach any of your obligations under the Agreement. EasySave will cease to collect the monthly subscription fee at the point in time in which EasySave has received your returned EasySave Loyalty Kit.

In the event of any termination of the Agreement or any EasySave Loyalty Program, EasySave shall be entitled to send e-mail and/or other communications to some or all of your loyalty program members, notifying each such member of your termination of the EasySave Loyalty Program. In addition to the foregoing permissible e-mail, EasySave shall be entitled to take other actions, at its discretion, to assist your loyalty program members in protecting the points earned within the EasySave Loyalty Program and providing them an opportunity to redeem points earned.

Confidential Information

Any information that a receiving party knows or has reason to know (either because such information is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is “Confidential Information” of the disclosing party and will remain the sole property of the disclosing party. Such Confidential Information includes but is not limited to data, information (including personally identifiable information), ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and other similar information provided by a party. For avoidance of doubt, Customer Data shall be deemed Confidential Information of EasySave. Each party agrees that it will not disclose, use, modify, copy, reproduce or otherwise divulge such Confidential Information to any third party without the prior written approval of the disclosing party except that the receiving party shall have the right to disclose such Confidential Information to the extent required by applicable law or to the directors, officers or employees of the receiving party who have a need to know such Confidential Information in order to perform its obligations under the Agreement and to the extent such directors, officers or employees are subject to obligations of confidentiality and non-disclosure that are substantially similar to the obligations set forth in the Agreement. The prohibitions contained in this Section will not apply to information (i) already lawfully known to the receiving party prior to disclosure by the disclosing party; (ii) independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information; (iii) disclosed in published materials; (iv) generally known to the public; or (v) lawfully obtained from any third party. In addition, a party will not be considered to have breached its obligations under the Agreement to the extent Confidential Information is required to be disclosed by any governmental authority, provided that, to the extent legally practicable, the receiving party advises the disclosing party prior to making such disclosure in order that the disclosing party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information.

Dispute Resolution & Governing Law

In the event of a reward dispute or mistake between a Merchant and User, EasySave may in its sole discretion and without liability of any kind unilaterally make adjustments to User reward points (it being understood that EasySave shall not be (i) obligated to make any such adjustment or otherwise get involved with or provide any assistance towards resolving any such dispute, or (ii) be liable to any party for any damages, expenses or liabilities arising out of any such dispute). To the extent any disputes arise under the Agreement or otherwise between the parties, the parties will first attempt in good faith to resolve their dispute informally. If any dispute arises out of or in relation to this Agreement which cannot be amicably resolved between the Parties by mutual consultation the jurisdiction of the Court shall be any court in Bridgetown, Barbados.

Limitation of Liability

EasySave Loyalty’s aggregate liability for all claims (including claims for indemnification of third party damages) arising out of the Agreement, whether in contract, tort or otherwise, will not exceed the amount of fees paid by you to EasySave under the Agreement during the twelve (12) months preceding the date on which the applicable claim occurred. To the maximum extent permitted by applicable law, in no event will EasySave be liable for any loss of business profits, business interruption, loss of data or any special, indirect, exemplary, incidental or consequential damages arising from or in relation to the Agreement or the use of the Services or any EasySave Loyalty Program, however caused and regardless of theory of liability. In addition, EasySave will not be liable for damage (physical or otherwise) incurred by you upon any asset or property from the installation or removal of any EasySave product or add-on in-store and will not be responsible for replacement or cost of repair if damages occur. This limitation will apply even if such damages were foreseeable and you have been advised or are aware of the possibility of such damages.

Notice

Except where explicitly provided otherwise herein, any notice required or permitted hereunder will be delivered to the contact person listed on the Order Information as follows (with notice deemed given as indicated): (i) by personal delivery when delivered personally; (ii) by established overnight courier upon written verification of receipt; (iii) by facsimile transmission when receipt is confirmed orally; (iv) by certified or registered mail, return receipt requested, upon verification of receipt; or (v) by electronic delivery when receipt is confirmed orally.

No Third Party Beneficiaries

The Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.

Amendment & Waiver

This Agreement may be changed by EasySave upon posting an updated version of the Agreement at EasySave’s website and/or within the applicable EasySave Loyalty Program, any such change to become effective 10 business days after posting such updated version of the Agreement as described above. The failure of either party to exercise or enforce any of its rights under the Agreement will not act as a waiver of subsequent breaches and the waiver of any breach will not act as a waiver of subsequent breaches.

Severability

If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect.

Independent Contractor

The Agreement will not be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

Compliance with Laws

Each party will comply with all applicable laws, regulations, and ordinances relating to their performance hereunder.

Entire Agreement

The Agreement (including, without limitation, the Merchant Agreement and these Merchant Terms) constitute the entire agreement between EasySave and you with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby.

Goal Gradient Loyalty Participation

EasySave may, at its sole discretion from time to time, elect to make point adjustments for first-time member visits (such as, by way of example, offering members the opportunity to earn extra points in connection with the first visit to a given Merchant location). These adjustments are intended to encourage greater follow-up participation to your program. This feature is automatically enabled with the onboarding of your loyalty program; provided, however, that you may elect to opt out of this program by providing written notice of such opt-out to EasySave.