Last updated May 1, 2018
By using or visiting the CARDlis website (the “Website”), you agree to these terms and conditions (the "Terms").
The Website is owned and has been developed by CARDlis Applications Inc. (“CARDlis”) for use by merchants (“Merchants”) who have entered into a Merchant Agreement with CARDlis, as well as their Authorized Users (defined below). The Website is designed to facilitate the provision of services by CARDlis to Merchants with whom it has entered into a Merchant Agreement (the “Services”) and may be used in conjunction with the mobile application designed by CARDlis for use by Merchants and Authorized Users (the “MERCHANT APP”).
By accessing or using the Website you agree to be bound by the following Terms, which shall apply to all users and others who have access to the Website:
The Website enables Merchants to grant access to their account to one or more authorized users (“Authorized Users”). This is done by creating a sub-account, either on the Website or within the MERCHANT APP.
If you are a Merchant you hereby acknowledge and agree that: (a) you shall not grant access to your account or otherwise create a sub-account for any person that is not under your direct supervision and control; (b) you are responsible for granting and removing access and log in permissions to your Authorized Users; (c) you are solely responsible for managing and overseeing the use of the Website by your Authorized Users in accordance with these Terms; (d) you shall not disclose your account information, including login ID and password, to any other person; (e) any use of your account, including any use by Authorized Users, will be considered as being directed by you; (f) you shall indemnify and save CARDlis harmless from any and all claims, liability, damages and expenses, including solicitor client costs on a full indemnity basis, incurred as a result of a violation by you or any of your Authorized Users of these Terms or any applicable laws; (g) you shall notify CARDlis immediately and discontinue use of the Website if your account, login ID or password, or the account, login ID or password of any of your Authorized Users are compromised in any way.
If you are one of the Authorized Users of a Merchant, you hereby acknowledge and agree that: (a) you shall not disclose your account information, including login ID and password, to any other person; (b) any use of your account will be considered as being directed by you; (c) you shall indemnify and save CARDlis harmless from any and all claims, liability, damages and expenses, including solicitor client costs on a full indemnity basis, incurred as a result of your violation of these Terms or any applicable laws; (d) you shall notify CARDlis immediately and discontinue use of the Website if your account, login ID or password are compromised in any way; (e) you shall use the Website only for the Merchant’s commercial purposes as contemplated by the Merchant Agreement between CARDlis and the Merchant; (f) you shall cease use of the Website immediately in the event that you are no longer under the direct supervision or control of the Merchant, your relationship with the Merchant ends, or you are otherwise no longer an Authorized User.
The Website allows Merchants and their Authorized Users to upload information to CARDlis, including but not limited to details, terms, conditions, and policies applicable to gift cards and loyalty programs, as well as point balances, rewards, promotions, websites, logos, designs, and other information designed for the Merchants’ current or prospective customers (“Merchant Content”). Such information may be made available to the general public and specific end users through the CARDlis mobile APP designed for end users (the “CUSTOMER APP”). You represent, warrant and agree that any Merchant Content that you upload, send, transmit, supply, post or otherwise make available through the Website will not (a) contain malicious code that may damage or interfere with the operations of the Website, the MERCHANT APP, or the CUSTOMER APP; (b) violate any applicable laws, including but not limited to laws related to promotions, the operation of loyalty programs, the acceptance, redemption and termination of gift cards, and the use of personal information; (c) contain any harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, or objectionable material of any kind, including, without limitation, any material that encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable laws; or (d) breach any provision of these Terms. CARDlis shall retain the ultimate discretion as to whether to publish any Merchant Content, either within the CUSTOMER APP, on the Website, or in any other manner. Notwithstanding such discretion, CARDlis shall not be responsible in any way for ensuring that any Merchant Content complies with applicable laws, and you hereby agree to indemnify and save CARDlis harmless from any and all claims, liability, damages and expenses, including solicitor client costs on a full indemnity basis, incurred as a result of Merchant Content that is uploaded or otherwise supplied by you violating any applicable laws.
RIGHT TO USE MERCHANT CONTENT
CARDlis is hereby granted a non-exclusive, worldwide, royalty-free, sublicensable (through multiple tiers) license to use such Merchant Content and exercise any and all copyright, publicity, trademark, and other intellectual property rights you have in the Merchant Content for the purposes of providing the Services. Further, and to the fullest extent permitted under applicable law, you waive your moral rights in and to the Merchant Content and promise not to assert such rights or any other intellectual property or publicity rights against CARDlis, its sublicensees, or assignees with respect to the same.
NO REPRESENTATIONS OR WARRANTIES
YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE AND ALL CONTENT, PROGRAMS, PRODUCTS AND SERVICES ACCESSIBLE THEREBY ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE PROVIDED BY CARDLIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR-FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL CARDLIS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, LICENSEES, OR SUPPLIERS, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE MERCHANT APP, THE CUSTOMER APP, THE WEBSITE, THE SERVICES, OR THE MERCHANT AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE LIABILITY OF CARDLIS AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, LICENSEES, AND SUPPLIERS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, CARDLIS AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, LICENSEES, OR SUPPLIERS ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD ANY OF THESE PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (A) YOUR USE OF OR YOUR INABILITY TO USE THE MERCHANT APP, WEBSITE, CUSTOMER APP OR SERVICES; (B) DELAYS OR DISRUPTIONS IN THE MERCHANT APP, WEBSITE, CUSTOMER APP OR SERVICES; (C) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE MERCHANT APP, WEBSITE, CUSTOMER APP OR SERVICES OR ANY APP, SITE OR SERVICE LINKED TO THE MERCHANT APP, WEBSITE, CUSTOMER APP OR SERVICES; (D) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE MERCHANT APP, WEBSITE, CUSTOMER APP OR SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM; (E) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES; (F) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT; (G) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THESE TERMS, THE MERCHANT APP, WEBSITE, CUSTOMER APP OR SERVICES. CARDLIS RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THESE TERMS AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN.
IN NO EVENT SHALL CARDLIS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, LICENSEES, OR SUPPLIERS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AGGREGATE AMOUNT OF FEES EARNED BY CARDLIS IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY OR FIFTY DOLLARS $50(CAD), WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CARDLIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
CARDlis uses reasonable efforts to ensure that Merchant information is kept safe and secure from accidental loss and unauthorized access, use or disclosure, however, CARDlis cannot guarantee that your information will not be accessed, used or disclosed by unauthorized third parties. By agreeing to use the Website and access the Services, you agree to accept such risks and to ensure that your account passwords are secure and changed on a regular basis, as well as to ensure that you do not share your password or access the Website using public devices or an unsecured Internet connection.
Community Cash is an added benefit to using CARDlis and supporting your local stores. Any Community Cash points earned are able to be applied towards Gift Cards in the CARDlis network to lower the effective purchase price of a desired card. CARDlis requires a Minimum of $5 Community Cash to be earned before application towards a Gift Card. Community Cash is an average ratio calculated from issued points at Merchant stores. Your Community Cash balance may change over time as the ratio changes between stores as the network grows; without notification and without purchase authorization on your account. Points noted as Community Cash are not tied to redemption in store and in no way can they be used towards cash purchases or be applied in any form of credit in a local CARDlis store.
CARDlis will not be held liable for unauthorized use of Community Cash or any discrepancies noted in a balance, and Community Cash will not be refunded or returned on an accidental purchase or application.
THIRD PARTY WEBSITES AND SERVICES
CARDlis does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party to you through the Website, the MERCHANT APP, or otherwise as part of the Services, even if such products or services are only available through the MERCHANT APP, the Website, or otherwise as part of the Services, and whether or not the same were produced by CARDlis or hosted on CARDlis’ servers. CARDlis will not be a party to or in any way monitor any transactions between you and third party providers of products or services. If you decide to access a website or services offered by a third party, you do so at your own risk. You further acknowledge and agree that your use of such third party websites or services is subject to any applicable policies (including but not limited to privacy policies), terms and conditions of use of the third party provider of products or services.
LOCATION OF AND ACCESS TO SERVICES
The Website is provided by CARDlis from facilities located in Canada. CARDlis makes no representations that the Website is appropriate or available for use other than in Canada. Those who access or use the Website from other jurisdictions do so of their own volition, at their own risk, and are entirely responsible for compliance with all applicable laws and regulations. The Website is solely directed to individuals, companies, or other entities located in Canada.
Certain functions within the Website require access to an Internet connection. If you do not have an Internet connection, you may not be able to utilize all features of the Website. All charges associated with accessing the Internet for the purposes of utilizing the Website, such as mobile data, Wi-Fi, and other charges, shall be at your sole cost and expense and subject to any terms you may have agreed to with your Internet service provider.
Only individuals that are 18 years of age or older may use the Website. If you are younger than 18 you must review these Terms with a parent or legal guardian to ensure the parent or legal guardian acknowledge and agree to these Terms. Should your parent or legal guardian not acknowledge and agree to these Terms, you must not access the Website.
TERMINATION OF ACCESS
Your CARDlis account or access to the Website may be terminated in whole or in part upon the happening of any of the following events: (a) you access and utilize the “cancel my account” function within the MERCHANT APP or on the Website, (b) you notify CARDlis in writing of your intention to cancel your subscription for Services, or (c) CARDlis decides, in its sole discretion, to terminate, limit or suspend your access to the Website in whole or in part. CARDlis may terminate, limit or suspend your access to the Website without notice or liability, and for any reason whatsoever. Access to the Website by an Authorized User may also be terminated by the responsible Merchant or by CARDlis at any time, without notice or liability, and for any reason whatsoever.
DATA AND PRIVACY
The Website may allow you to access confidential information regarding users of the CUSTOMER APP, including but not limited to names, phone numbers, and addresses of individuals or entities (the “Customer Information”). You hereby acknowledge and agree that (a) your use of Customer Information shall be limited to that which is necessary for the purposes of setting up, managing, maintaining, and otherwise dealing with individual customer gift cards, loyalty programs and promotions; (b) you shall not disclose information about an individual customer to any other person without the express consent of the customer in question, and will provide CARDlis with evidence of such consent immediately upon request; (c) you shall not sell Customer Information gathered through your use of the Website to third parties; (d) you shall comply with all privacy, data retention, storage, and other legal requirements with respect to Customer Information; (e) you shall indemnify and save CARDlis harmless with respect to any and all claims, liability, damages and expenses, including solicitor client costs on a full indemnity basis, related to your improper use or disclosure of Customer Information; and (f) you shall notify CARDlis immediately if you become aware of any breach by you or an Authorized User of this provision, or any other provision contained within these Terms.
PROMOTIONS AND NOTIFICATIONS
CARDlis may from time to time receive promotions that are directed to you through the Website or through separate communications channels (such as e-mail or text message) using contact information provided by you. You hereby consent to receipt of such notifications and communications. If you would like to opt out of receiving any such notifications and communications, you may do so by adjusting your settings within the Website, or where applicable, by opting out of further e-mail communications by utilizing the unsubscribe mechanism set out in such e-mails.
CARDlis Cash is a promotional program managed by Cardlis Applications Inc and carries no cash value except where spent within merchant gift cards listed on the CARDlis APP. Cardlis holds full rights to modify all and any aspect of the Cardlis Cash program without notice and will be held harmless of any Cardlis Cash credit discrepancies. CARDlis shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the receipt, use of, participation in Cardlis Cash and will notify users a minimum of 30 days prior to program cancellation.
CARDlis is the sole and exclusive owner of all intellectual property rights and other rights in or to the Website, including any improvements or modifications thereto whether or not created by CARDlis. Your access to the Website does not grant ownership or any security right or title in any intellectual property relating to the Website, including but not limited to any copyrights, trademarks, patents or other rights, whether or not registered, all of which shall remain the property of CARDlis.
By using the Website, you agree that you will not: (a) violate any intellectual property rights that CARDlis has in the Website, reproduce, copy, translate, modify, adapt, create derivative works from, distribute, transmit, transfer, republish, modify, compile or decompile, reverse engineer, display, remove or delete such rights in the Website or any portion thereof, including login and password or user ID, provided by CARDlis; (b) remove, obscure or alter any copyright notice, trademark or other proprietary rights notices contained on the Website; or (c) integrate the Website or share information, including the documents found on the Website with any unauthorized third party.
CARDlis and the CARDlis logos displayed within the Website are trademarks owned by CARDlis Applications Inc. Other trademarks displayed on the Website are owned and licensed to CARDlis by third parties. Nothing contained on the Website gives you the right or license to copy or otherwise use any trademark displayed on the Website without the express permission of the owner(s) thereof.
You agree to indemnify and save harmless CARDlis, its affiliates and subcontractors, as well as their respective officers, directors and employees for and against any and all claims, damages, losses and expenses (including but not limited to all disbursements and legal costs on a solicitor and his own client full indemnity basis) made by any third party due to or arising out of your breach of these Terms, your use of the Website, or your breach of any law or the rights of a third party.
If you have a dispute with one or more end users of the CUSTOMER APP, you release CARDlis (and its affiliates and subcontractors, as well as their respective officers, directors and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, and to the extent permitted by law, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, representation and warranty disclaimers, indemnity and release provisions, and limitations of liability.
If any provision of this contract is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of these Terms or affecting the validity or enforceability of that provision or part thereof in any other jurisdiction.
GOVERNING LAW AND JURISDICTION
The laws of the Province of Alberta and any applicable federal laws of Canada shall govern your use of the Website and the interpretation of these Terms. The courts of the Province of Alberta, sitting at Lethbridge, Alberta, and without regard to their conflict of laws provisions, shall have exclusive jurisdiction over any dispute arising out of your use of the Website. Regardless of your physical location, residence or domicile, you undertake and agree to commence no action nor make any claim of any kind in any jurisdiction other than the courts of the Province of Alberta. You expressly undertake and agree to not commence or pursue any action by way of trial by jury, class action or similar proceeding. Notwithstanding the foregoing, nothing in these Terms will prevent CARDlis from seeking injunctive or equitable relief or remedies against you from any court of competent jurisdiction.
No waiver of any of the provisions of these Terms shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
CONFLICT WITH MERCHANT AGREEMENT
In the event of a conflict between a Merchant Agreement entered into between you and CARDlis on the one hand, and these Terms on the other, the terms of the Merchant Agreement shall prevail, but only to the extent necessary to resolve any such conflict.
You may contact us concerning any question about the Services by sending an e-mail to firstname.lastname@example.org. We will do our best to address your inquiry promptly.
The Website may be updated from time to time by CARDlis. CARDlis may also terminate or amend these Terms at any time by posting revised Terms on the Website. All users of the Website are bound by these Terms, including any amendments, and should therefore periodically review these Terms and any changes to these requirements. Your continued use of the Website following the posting of any changes constitutes your acceptance of such modifications.