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Terms of Use

 
TERMS OF USE AGREEMENT

CardLab, Inc., a Delaware corporation (“us”, or “CardLab”) maintains this website to provide you with information about CardLab and it services and other promotional activities.  This Terms of Use Agreement (this “Agreement”) constitutes a valid, binding contract between you and CardLab, the owner and operator of the website accessible at www.incentivecardlab.com, with respect to the use of the website (the “Site”).  The information provided on this Site is provided subject to compliance with the terms of this Agreement.  YOUR USE OF THIS SITE SIGNIFIES AND CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME.  Please read this Agreement carefully as it forms a binding contract between you and CardLab.  Please print a copy of this Agreement for your records.
If you have specific questions, a link to the applicable section of this Agreement is provided as follows for your convenience:
 


Personal Use Of Contents
The content of the Site is for your use solely in connection with your proposed purchase of a customized Visa® Incentive Card (an “Incentive Card”) from CardLab. Content copied, downloaded or printed from this Site must retain all of its copyright, trademark and other proprietary notices. For commercial use of any portion of the contents you must secure the prior written consent of CardLab.
License To Use Site
Permission is hereby granted to temporarily download one copy of the materials, including information and other content, provided to you through the Site for your personal, non-commercial transitory viewing only. This license is subject to the other restrictions contained in this Agreement.  This license shall automatically terminate if you violate any of these restrictions and may be terminated by CardLab at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format other than any contracts or terms that may apply or notices related to your purchase of an Incentive Card through this Site.  Your use of the Site is at the sole discretion of CardLab, which may deny you further use of the Site at any time, for any reason, with or without cause.  Your use of the Site does not entitle you to continued use of the Site. 

Your use of the Site must always comply with applicable law.  In particular, but without limitation, you agree and represent not to use the Site to:
a)     impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity;
b)    upload, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
c)     upload, e-mail or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; or
d)    upload, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, network, hardware or telecommunications equipment.

Access and Interference
You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our Site or the content including materials contained herein without our prior express written permission.  You agree that you will not use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this paragraph or to interfere or attempt to interfere with the proper working of the Site.  You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our or our host’s infrastructure.
You may not engage in the practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from this Site, in any manner or in any quantities not authorized by CardLab.  Systematic retrieval of data from this Site to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of CardLab is strictly prohibited.  You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of CardLab or its affiliates without prior express written consent.   You may not "mirror" the materials on this Site on any other server. You may not use meta tags or any other “hidden text” utilizing CardLab’s name or trademarks without the express written consent of CardLab. 

Links to Other Sites
The Site may contain links to third party websites. Any links that are provided are not intended to state or imply that CardLab sponsors, is affiliated or associated with, or is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. 
CardLab makes no warranties, explicit or implied, regarding the performance of the links, the performance of the outside sites or the contents of the outside sites.  If you decide to access linked third party websites, you do so at your own risk.  CardLab’s liability and responsibility in relation to any information on any third party site or any product purchased through such third party site is expressly limited by the terms of this Agreement.

Indemnification
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPLETELY HARMLESS CARDLAB AND ITS AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING WITHOUT LIMITATION CLAIMS BASED UPON THE NEGLIGENCE OF CARDLAB, ARISING FROM OR RELATED TO YOUR USE OF THE SITE, THE MATERIALS IT CONTAINS, AND ANY SITES LINKED TO THIS SITE.  ADDITIONALLY, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPLETELY HARMLESS CARDLAB FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, LIABILITIES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) ARISING IN ANY WAY OUT OF CLAIMS BASED UPON ANY ACTIONS TAKEN BY ANY PERSON USING YOUR LOGIN INFORMATION.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a)     YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  CARDLAB EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, QUALITY, PERFORMANCE, NON-INTERFERENCE WITH INFORMATION, AND ACCURACY OF INFORMATIONAL CONTENT.  THERE IS NO WARRANTY THAT INFORMATION PROVIDED ON THE SITE WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS.
b)    ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. CARDLAB DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON THE SITE OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY SITES LINKED TO THIS SITE.
c)     NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CARDLAB OR THROUGH THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
THE MATERIALS APPEARING ON THIS SITE COULD INCLUDE TECHNICAL, TYPOGRAPHICAL, OR PHOTOGRAPHIC ERRORS. CARDLAB DOES NOT WARRANT THAT ANY OF THE MATERIALS ON THE SITE ARE ACCURATE, COMPLETE, OR CURRENT. CARDLAB MAY MAKE CHANGES TO THE MATERIALS CONTAINED ON THE SITE AT ANY TIME WITHOUT NOTICE. CARDLAB DOES NOT, HOWEVER, MAKE ANY COMMITMENT TO UPDATE ANY CONTENT, INCLUDING MATERIALS ON THE SITE.
Limitations and Exclusions of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CARDLAB SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CARDLAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
a)     THE USE OR THE INABILITY TO USE THE SITE;
b)    UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
c)     THE FACT THAT YOU HAVE RELIED ON INFORMATION FROM THIS SITE;
d)    STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR
e)     ANY OTHER MATTER RELATING TO THE SITE.
IF YOU ARE DISSATISFIED WITH THE SITE, OR ANY OF THE INFORMATION CONTAINED THEREON, OR REFUSE TO ABIDE BY THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE.  NOTWITHSTANDING THE FOREGOING, CARDLAB’S LIABILITY TO YOU SHALL IN NO CASE EXCEED $100.  YOU FURTHER AGREE NOT TO JOIN IN ANY LAWSUIT WITH ANOTHER PERSON OR SERVE AS A CLASS REPRESENTATIVE OF ANY CLASS ACTION LAWSUIT AGAINST CARDLAB ARISING OUT OF THE USE OF THE SITE.
CARDLAB SHALL NOT BE HELD LIABLE FOR ANY REPRESENTATIONS ON THIRD PARTY SITES IN RELATION TO THE INFORMATION PROVIDED IN THIS SITE.
Intellectual Property Rights
The Site is protected by copyright, trademark, trade dress and other intellectual property rights.
a)     You shall not (and shall not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the software or other content contained in the Site except and only to the extent that such activity is permitted by applicable law notwithstanding this limitation.
b)    The logos, and other service marks and service names included on the Site (“Marks”) are owned or licensed by CardLab, Inc.  You agree not to copy, display or otherwise use any of the Marks without the prior written permission of CardLab.  Notwithstanding the foregoing, the Marks may not be used in any manner likely to cause confusion, disparage or dilute these marks and/or in connection with any product or service that is not authorized or sponsored by CardLab.
c)     The entire Site, and all object code and source code, text, graphics, multimedia content, including but not limited to images, illustrations, html and other mark up languages, and all scripts within the site associated therewith, are Copyright 2004-2011, CardLab, Inc. All rights reserved worldwide.  The copyrighted and proprietary property of CardLab may not be duplicated or used without CardLab’s express prior written consent. 
Submitted Information
Any information, including but not limited to remarks, suggestions, ideas, graphics or other submissions, communicated to CardLab by you through the Site, including but not limited to intellectual property related thereto, will be treated as non-confidential and non-proprietary and CardLab may, without compensation, copy, incorporate, distribute or otherwise use such communications for any commercial or non-commercial purpose. CardLab is under no obligation to post or use any submission you may provide.

Content
“User Content” means any information, text, creative material, photographs, image, video or audio files that you may upload, display, store or process when you use the Site to customize a Incentive Card.  Although CardLab does not and will not examine or otherwise review the User Content that you submit or upload to the Site, CardLab may delete, move and edit User Content for any reason, at any time, without notice to you.  CardLab may restrict the file size and number of files of User Content that you upload to or store on the Site.  By entering into this Agreement, you are representing and warranting to CardLab that you are the legal owner of all of the User Content that you upload, display, store or process with the Site and display on a Incentive Card, or that you have received written permission to upload, display, store or process the User Content from the legal owner.  CardLab makes no representations or warranties about the User Content and will not be in breach of this Agreement if the User Content infringes upon or misappropriates the intellectual property rights of any third party.  By entering into this Agreement, you are agreeing to indemnify and hold CardLab harmless from any and all claims and damages resulting from the presentation of the User Content by the Site or the Incentive Card. 

Modification
CardLab may update, revise, supplement, modify or amend this Agreement at any time.  Any updates, revisions, supplements, modifications or amendments shall be effective immediately upon its posting on the Site and will only be applicable to disputes arising, or arising out of events occurring, after such posting has been made.   We will indicate at the bottom of this Agreement the date of the last update.  You agree that you will be bound by this Agreement, however and whenever it is updated, revised, supplemented, modified, or amended, whether you have actual or constructive notice of, and whether you have used or continue to use the Site after, the updates, revisions, supplements, modifications or amendments.  Your use of the Site following any amendment of this Agreement will signify and constitute your assent to and acceptance of such revised Agreement.

Children’s Privacy
This Site is not directed at children under the age of 18 and does not knowingly collect personal information from children under the age of 18. If CardLab obtains actual knowledge that it has obtained personal information about a child under the age of 18, that information is immediately and permanently deleted from our records.   For more information about our privacy policies, please click here.

Registration Data
You agree to provide us with current, complete, and accurate registration information in the registration process and to maintain and update your registration information as necessary to keep it current, complete and accurate. Any credit card information you provide us will be accurate, and you represent you have full authority to charge items to such credit card. You authorize us to use the credit card data for billing and our internal administrative use.  You further authorize us to share your credit card information and registration information as we deem necessary and appropriate with CyberSource, or any other e-commerce payment gateway engaged by CardLab, who we utilize to process our credit card transactions.  Their Privacy Statement is available at www.cybersource.com/privacy.php. 
The foregoing is subject to the additional terms contained in the applicable Incentive Card holder agreement which may be entered into by you and CardLab, located at www.incentivecardlab.com/TermsAndConditionsDetail.aspx, or any other applicable contract with CardLab regarding your purchase of Incentive Cards. 

Entire Agreement
This Agreement constitutes the entire agreement between you and CardLab with respect to your use of the Site. There are no other representations, warranties, terms, agreements or conditions, either written or oral, with respect to your use of the Site except as set forth in this Agreement.  If you are a customer of CardLab who has a written agreement with CardLab, this Agreement is subject to, and governed by, the terms of any such written agreement you have entered into with CardLab.
Severability
If any provision of this Agreement is deemed unlawful, void, voidable or unenforceable for any reason, then that provision shall be deemed severable from this Agreement and shall not affect the validity or enforceability of any remaining provisions.
Headings
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Waiver
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
Governing Law and Venue
CardLab’s principal office is in the State of Texas and this Site (excluding external links, if any) is controlled by CardLab, Inc. from its offices within the State of Texas, United States of America.  The Site can be accessed from all 50 states, as well as from other countries around the world.  As each of these jurisdictions has laws and regulations that may differ from those of Texas, by accessing this Site both you and CardLab agree that the statutes and laws of the State of Texas, without regard to conflicts of laws principles thereof, will apply to all matters relating to use of this Site (whether grounded in tort, contract, law or equity).  In the case of a dispute, you and CardLab agree any litigation arising between the parties hereto shall be brought only in the state or federal courts having subject matter jurisdiction in Dallas County, Texas.  You hereby irrevocably and unconditionally consent to the jurisdiction of any such court and hereby irrevocably and unconditionally waive any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding, and any right of jurisdiction on account of the place of residence or domicile of any party thereto.

Termination
CardLab may terminate your right to use this Site, with or without cause at any time in its sole discretion, including, without limitation, your violation of this Agreement, failure to provide accurate registration data, and lack of use.  In the event of termination, all representations, warranties, indemnifications, and promises made by you shall survive.

Contact Information
If you have a comment, question or request, or if you need to contact CardLab for any other reason, there are four easy ways to do so.
a)     E-mail:  You can e-mail us at support@incentivecardlab.com.
b)    Telephone: You may call us call us toll-free at 888.799.0028.
c)     Fax:  You may fax us at 866.376.9075.
d)    U.S. Mail:  Send mail to CardLab at:
 
CardLab, Inc.
16650 Westgrove Dr. STE 500
Addison, TX 75001
Electronic Communications
You consent to receive communications from us by e-mail.  You agree that all agreements, notices, disclosures and other communications that we provide to you by e-mail satisfy any legal requirement that such communications be in writing.
Updates to Terms of use

7483816v.2
This Agreement was last updated on November 1, 2013.