Membership Terms of Service
Last modified date: December 18, 2011
    THIS MEMBERSHIP AGREEMENT(the "Agreement") is made between webloyalty.com, inc., a Delaware corporation with offices located at 6 High Ridge Park, Stamford, Connecticut 06905 (hereinafter called "WL") and the person(s) specified on the Member Profile (hereinafter called the "Member"), with respect to Member's participation as a member of Shopper Discounts & Rewards operated by WL (hereinafter called the "Service"). Webloyalty reserves the right to prevent any person from becoming a Member at its sole discretion for any reason. Payment of the Membership Fee (as defined below) or acceptance or use of any of the benefits or services of the Service will constitute the Member's acceptance of all of the terms and conditions of this Agreement.
  1. Service Description: The Service will initially consist of a portfolio of benefits designed to make the Member's Internet experiences more secure and valuable. The benefits of the Service and any information provided to Member are subject to change from time to time and without prior notice, and any services ordered are subject to availability. Member may contact the Customer Service Department through the electronic mail address or the toll-free phone number that appear on this Web site in order to check whether a particular benefit is available through the Service. These Terms of Service are likely to be revised from time to time so Members are encouraged to regularly return to this website and review the Terms of Service for any changes.

  2. Membership and Use: WL agrees to make the services described above available to the Member through the Service during the term of this Agreement; provided that while WL intends to make the Service available to Member 24 hours a day, 7 days a week, subject to scheduled maintenance shutdowns, there may be other times when the Service may not be available and WL retains the right to make the Service unavailable from time to time for any reason. MEMBER AGREES THAT WL SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY INTERRUPTION, SUSPENSION OR TERMINATION OF SERVICE AVAILABILITY OR DEFECTS IN THE OPERATION OF THE SERVICE. Membership in the Service is not transferable. Member agrees that the Service will be used only for his/her personal use and benefit and that the Member will not use the Service on behalf of, for the benefit of, or as an employee, agent, contractor or representative of any other person, company, organization, entity or third party. Any such use is strictly prohibited, and any request that WL suspects to arise from such use will not be honored or fulfilled. Any printed material and software provided by WL is the property of WL. Member is responsible for all use of this Service and will immediately notify WL of any unauthorized use of the Service membership. Member agrees to not publish, retransmit, broadcast or otherwise reproduce the information or software in any medium. In order to use the Service [GLOBAL CHANGE] and to qualify for any benefit or premium associated with the service, you must be 18 years or older and a resident of the U.S., Puerto Rico or Canada. This service is available through a number of different merchants. You may join this service through a single merchant. You may not accumulate benefits through different merchants.

    Member acknowledges that use of any particular benefit may be subject to additional terms and conditions ("Product Specific Terms of Service") that Member will be required to agree to prior to the provision of, or access to, any such benefit. Member's use of the Service requires a user name and password in order to gain access and use the Service. Member agrees to keep Member's user name and password private so that it cannot be used by others. WL will not be liable for any damages, losses or expenses suffered by Member or any third party as a result of any unauthorized person gaining access to any of the Member only areas.

  3. Membership Fee: The monthly, bi-monthly (every two months), quarterly or annual membership fee will be the amount to which Member agreed at the time of his or her enrollment (the "Membership Fee"). The Membership Fee will be billed automatically to Member's designated credit card, ISP account, DDA account, debit account, mortgage account, payroll account or charge account (each a "Billing Device") for the initial membership term and each renewal term. WL may change the Membership Fee for renewal terms from time to time. Member will be notified of the charge for the Membership Fee in his/her Billing Device statement.

  4. Term: This Agreement will commence immediately and will conclude on the first day of the month following the Member's respective current term (monthly, bi-monthly, quarterly, annual, or as appropriate) or following the Member's respective current term after the end of the Member's trial period, if such a trial period exists, unless this Agreement is renewed or terminated on the terms set out in this Agreement. Any time-related restrictions on benefits will be calculated from Member's join date.

  5. Renewal: UNLESS MEMBER NOTIFIES WL OF HIS/HER INTENTION NOT TO RENEW THE MEMBERSHIP PRIOR TO RENEWAL BY VERBAL NOTICE, VIA A LETTER (OFFLINE) TO THE CUSTOMER SERVICE DEPARTMENT, VIA AN ONLINE CANCEL CENTER (IF AVAILABLE) OR VIA AN INTERACTIVE VOICE RESPONSE UNIT (IF AVAILABLE), THE MEMBERSHIP AND THIS AGREEMENT WILL BE RENEWED AUTOMATICALLY, EFFECTIVE THE FIRST DAY FOLLOWING THE CONCLUSION OF THE THEN-CURRENT TERM. MEMBER AUTHORIZES WL TO BILL THE MEMBERSHIP FEE FOR EACH RENEWAL TERM TO THE BILLING DEVICE TO WHICH MEMBER'S INITIAL MEMBERSHIP FEE WAS BILLED OR TO THE CURRENT BILLING DEVICE WHICH WL HAS IN ITS FILES FOR MEMBER.

  6. Termination: WL has the right to terminate this Agreement and the membership in the Service at any time for any reason if WL refunds to the Member the pro-rata amount of the Membership Fee paid for the then-current term (monthly, bi-monthly, quarterly, annual or as appropriate). Moreover, WL has the right to terminate this Agreement if it is determined that the Member provided an invalid credit card at the time he/she signed up. An invalid credit card may include a lost or stolen card; a card that is not billable (a closed account or an account over its spending limit, for example); or an invalid account number. MEMBER HAS THE RIGHT TO CANCEL MEMBERSHIP IN THE SERVICE AT ANY TIME UPON VERBAL NOTICE, VIA A LETTER (OFFLINE) TO THE CUSTOMER SERVICE DEPARTMENT, VIA AN ONLINE CANCEL CENTER (IF AVAILABLE) OR VIA AN INTERACTIVE VOICE RESPONSE UNIT (IF AVAILABLE). EXCEPT IN THE CASE OF SPECIAL MEMBERSHIP OFFERS WHERE REFUND PROVISIONS WERE NOT SPECIFICALLY INCLUDED AT THE TIME OF ENROLLMENT, THE CANCELING MEMBER HAS THE OPTION TO REQUEST A PRO-RATA REFUND OF THE AMOUNT OF THE MEMBERSHIP FEE PAID FOR THE THEN-CURRENT TERM AND IMMEDIATELY DISCONTINUE USE OF OR RECEIVE ANY BENEFITS OF THE SERVICE; OR THE MEMBER WILL BE ENTITLED TO USE ANY BENEFITS OF THE SERVICE FOR THE REMAINDER OF THE CURRENT TERM, OWE NOTHING FURTHER AND WILL NOT RECEIVE A REFUND OF THE AMOUNT OF THE MEMBERSHIP FEE PAID FOR THE THEN-CURRENT TERM. UNDER THE SPECIAL MEMBERSHIP OFFER, NO REFUNDS WILL BE GRANTED DURING THE FIRST TERM OF MEMBERSHIP. AFTER THE FIRST TERM OF MEMBERSHIP, THE CANCELING MEMBER HAS THE OPTION TO REQUEST A PRO-RATA REFUND OF THE AMOUNT OF THE MEMBERSHIP FEE PAID FOR THE THEN-CURRENT TERM AND IMMEDIATELY DISCONTINUE USE OF OR RECEIVE ANY BENEFITS OF THE SERVICE; OR THE MEMBER WILL BE ENTITLED TO USE ANY BENEFITS OF THE SERVICE FOR THE REMAINDER OF THE CURRENT TERM, OWE NOTHING FURTHER AND WILL NOT RECEIVE A REFUND OF THE AMOUNT OF THE MEMBERSHIP FEE PAID FOR THE THEN-CURRENT TERM. The refund of the Membership Fee, if any, will be made by WL by (1) crediting the canceling Member's Billing Device to which Member's initial Membership Fee was billed or to the current Billing Device that WL has in its files for Member or (2) issuing, or having issued, a check and mailing it to the address indicated in the records from which the Member is billed. A canceling Member choosing to receive a refund will not receive or be entitled to use any benefits or discounts of the service after the cancellation date. A canceling member is prohibited from re-enrolling in the service for at least six (6) months.

  7. Disclaimer of Warranties and Limitation of Liability: Member acknowledges that, while WL may be the provider of some services, WL may not be involved in actual transactions concerning some services that will be provided directly by third party suppliers (each a "Supplier") to the Member. Member acknowledges that, in such circumstances, WL has no control over the quality, safety, or legality of services advertised by Suppliers, the truth or accuracy of the listings or the ability of Suppliers to sell services and that orders placed by Members through the Service and communicated to Suppliers are offers by Members to purchase services from such Suppliers. WL cannot and does not control whether or not Suppliers will accept such offers or complete the sale of services they offer. With respect to services provided by Suppliers WL will have no liability to Member arising out of (i) the failure of any participating Supplier of any services to supply any such services on the terms offered, (ii) any delay in delivery of any services, regardless of the cause of such delay, or (iii) any defective or nonconforming services.

    MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICE, AND ANY PRODUCT OF SERVICE ACQUIRED THROUGH THE SERVICE, IS AT ITS SOLE RISK AND THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

    WL MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING THAT THE SERVICE WILL MEET MEMBER'S REQUIREMENTS, OR THAT MEMBER'S ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE AND WL PROVIDES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHETHER ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE.

    WL MAKES NO REPRESENTATIONS OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES, INCLUDING THAT ANY SUCH SERVICES WILL MEET MEMBER'S REQUIREMENTS, AND MEMBER ACKNOWLEDGES AND AGREES THAT OTHER THAN EXPRESSLY SET FORTH IN THIS AGREEMENT THERE ARE, WITH RESPECT TO SERVICES, NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE. MEMBER ACKNOWLEDGES THAT HE/SHE IS NOT RELYING ON WL'S SKILL OR JUDGEMENT IN SELECTING THE SERVICES AVAILABLE TO THE MEMBER.

    WL WILL NOT IN ANY CIRCUMSTANCE IN ANY CONNECTION WITH THIS AGREEMENT, INCLUDING WITH RESPECT TO ANY SERVICES, BE LIABLE FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER INDIRECT DAMAGES WHATSOEVER, INCLUDING ATTORNEY'S FEES OR COSTS OR ANY OTHER ECONOMIC LOSS WHATSOEVER, HOWEVER CAUSED AND WHETHER OR NOT FORSEEABLE, OR FOR CONTRIBUTION OR INDEMNITY IN RESPECT THEREOF, EVEN IF WL HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.

    THE ENTIRE LIABILTY OF WL, AND THE EXCLUSIVE RECOURSE OF THE MEMBER, IN THE EVENT OF ANY CLAIM(S) FOR WHICH WL MAY PROPERLY BE HELD LIABLE UNDER AND IN ANY CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR BASIS OF LIABILITY (INCLUDING STATUE, CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM), SHALL BE LIMITED IN THE AGGREGATE (REGARDLESS OF THE NUMBER OF CLAIMS), TO THE ACTUAL PROVEN DIRECT DAMAGES SUFFERED BY THE MEMBER AND SHALL NOT EXCEED THE MEMBERSHIP FEES PAID, INCLUDING AWARDED COUNSEL FEES AND COSTS. NO LEGAL ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT, REGARDLESS OF FORM OR BASIS IN LAW, MAY BE BROUGHT BY THE MEMBER AGAINST WL MORE THAN TWELVE (12) MONTHS AFTER THE FACTS GIVING RISE TO THE CAUSE OF ACTION HAVE OCCURRED, REGARDLESS OF WHETHER THOSE FACTS BY THAT TIME ARE KNOWN TO, OR OUGHT REASONABLY TO HAVE BEEN DISCOVERED BY, THE MEMBER. THE LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT REFLECT AN INFORMED VOLUNTARY ALLOCATION OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE PERFORMANCE BY WL OF ITS OBLIGATIONS AND RESPONSIBILITIES HEREUNDER AND SUCH VOLUNTARY RISK ALLOCATION REPRESENTS A MATERIAL PART OF THE AGREEMENT REACHED BETWEEN THE MEMBER AND WL IN RESPECT OF THE SERVICE.

    IF MEMBER IS NOT SATISFIED WITH ANY SERVICE PURCHASED OR OBTAINED FROM A SUPPLIER THROUGH THE SERVICE, INCLUDING IN THE EVENT THAT MEMBER HAS A DISPUTE WITH ONE OR MORE SUPPLIERS, WL HEREBY DISCLAIMS AND MEMBER HEREBY WAIVES ANY RECOURSE TO OR AGAINST WL AND AGREES TO RELEASE AND INDEMNIFY WL FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, SUFFERED OR INCURRED BY MEMBER DUE TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES WITH SUPPLIERS. MEMBER AGREES TO SETTLE ANY DISPUTES REGARDING SUPPLIER PRODUCTS DIRECTLY WITH THE APPLICABLE SUPPLIER AND THE APPLICABLE PRODUCT SPECIFIC TERMS OF SERVICE, AND NOT INVOLVE WL IN A DISPUTE BETWEEN MEMBER AND A SUPPLIER.

  8. INDEMNIFICATION: YOU AGREE TO INDEMNIFY AND HOLD HARMLESS WEBLOYALTY, ITS PARENTS, AFFILIATES, VENDORS, OFFICERS, DIRECTORS AND EMPLOYEES FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY'S FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE PROGRAM, THE VIOLATION OF THIS AGREEMENT BY YOU, OR THE INFRINGEMENT BY YOU OR OTHER USER OF THE PROGRAM USING YOUR ACCOUNT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, OR AS A RESULT OF ANY THREATENING, LIBELOUS, OBSCENE, HARASSING OR OFFENSIVE MATERIAL CONTAINED IN ANY COMMUNICATION SENT BY YOU OR OTHER USER OF THE PROGRAM USING YOUR ACCOUNT.

  9. GOVERNING LAW:This Agreement, and the respective rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, the laws of the State of Connecticut. The terms of this Section 9 shall survive any termination, cancellation or expiration of this Agreement.

  10. ARBITRATION:
    You and WL agree that any claim or dispute ("Claim") between us shall, at the election of either of us, be resolved by binding arbitration administered by the American Arbitration Association under its rules for consumer arbitrations.
    It is the parties' intent that this arbitration provision be construed broadly, including that this arbitration agreement include any Claims against WL as well as its corporate affiliates.
    You agree that, by entering into this Agreement, you and WL are each waiving the right to a trial by jury or to participate in a class action.
    At your request, we will pay the first $125 of your arbitration fees. You will be solely responsible for your arbitration fees and costs in excess of $125. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual Claim. YOU AND WL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and WL agree otherwise, the arbitrator may not consolidate more than one person's Claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is in the preceding sentence is found to be unenforceable, then the entirely of the arbitration provision in Section 10 shall be null and void. Notwithstanding any of the foregoing provisions, either party may bring an individual action in small claims court. The parties to this Agreement acknowledge that this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"). Judgment upon any arbitration award may be entered in any court having jurisdiction. The arbitrator shall follow substantive law to the extent consistent with the FAA and shall honor any claims or privileges recognized by law. The terms of this Section 10 shall survive any termination, cancellation or expiration of this Agreement.

  11. Communications: Member hereby authorizes WL to deliver any and all communications ("Communications"), including but not limited to membership information, procedures on use of the Service, changes in Service benefits, and change in fee to Member's electronic mail address or mailing address at WL's discretion and by any means including at WL's discretion, electronic mail. Member further authorizes WL to deliver any Communication by sending in lieu of such Communication ("the Underlying Communication"), a notice that directs Member to an address on the World Wide Web ("Web") where the Underlying Communication is posted. Member agrees that the sending of a notice of delivery by Web posting shall constitute delivery whether or not Member actually accesses the Underlying Communication via the Web. Member agrees that he/she will not, for any reason, alter any Communication delivered electronically or otherwise. WL does not guarantee Web access, however WL offers Member various ways of accessing its customer service staff.

  12. Consent to receive electronic disclosures:Shopper Discounts & Rewards will communicate your benefit and other membership information to you by electronic communications, including email and electronic postings on our site. Your membership kit and password will be sent via email after you enroll. By enrolling in our service, you agree to receive communications electronically and acknowledge that you have access to a computer with Internet browser Internet Explorer (version 6.0 or higher) or Safari (version 1.24 or higher) which will enable you to view this membership and benefit information in electronic form. You may withdraw this consent by canceling the service. If you would like a printed copy of any membership information, you may email us at customerservice@shopperdiscountsandrewards.com, and we would be happy to send it to you. You may update your email address on the Shopper Discounts & Rewards profile page.

  13. Taxes: All sales, use and withholding taxes, if any, due and payable on the Service or any benefit will be paid by Member or the Supplier, as the case may be, and WL will have no liability for such taxes. However, if WL or any taxing authority determines at any time that it is necessary for WL to collect such taxes, Member authorizes WL to bill the amount of such taxes, including back taxes, to the Billing Device to which Member's initial Membership Fee was billed or the current Billing Device which WL has in its files for Member.

  14. Use of Information: In order to provide the Service to Member WL must collect and use and, in some cases provide to third parties, certain personal information provided by Member and you hereby consent to the collection, use and disclosure of such personal information in accordance with and subject to the terms of our Privacy Policy.

  15. Entire Agreement: This Agreement, any Product Specific Terms of Service and the Offer Details is the entire understanding and agreement of the parties with respect to the subject matter hereof and will supersede any and all prior oral or written communications, representations or agreements, other than with respect to the initial Membership Fee and membership term to which Member agreed at the time of his or her enrollment.

  16. General: If any of the terms or provisions hereof will be held to be invalid or unenforceable, the remaining terms and provisions hereof will not be affected thereby. WL's failure to insist upon or enforce strict performance of any right or provision of this Agreement shall not constitute or be construed as a waiver of any right or provision.

  17. Notice: Member must notify WL of any change to his/her address, electronic mail address and/or Billing Device. The address, electronic mail address and the toll-free phone number for the Service's Customer Service Department are available on the Web site.

  18. Assignment: This Agreement may be assigned in whole or in part by WL at any time in its discretion. This Agreement may not be assigned by Member

  19. English Language: The parties hereto have requested that this Agreement and all correspondence and all documentation respecting this Agreement be written in the English language.