Pal Joey may, in its sole and absolute discretion, and without notice to You, amend, modify or change this Agreement, at any time and from time to time, each of which changes, modifications and/or amendments shall be deemed to be effective one (1) day after posting the updated Agreement on the Website or within the App. You should check the Website, the App and this Agreement periodically to ensure You remain current as to the terms and conditions of this Agreement.
The purpose of this Agreement is to set forth, without limitation, the terms and conditions under which Pal Joey shall permit You to use and access certain of Pal Joey's technology, software and/or services, including, but not limited to, access to and use of the App and/or the Website (collectively, the "Purpose"). Pal Joey does not exert any control or influence over any merchant, retailer, commercial venture or other third party, which may use or access the App and/or the Website, and as such, Pal Joey shall not, to the extent permitted by applicable law, be liable or responsible for any actions or omissions of any such third parties.
Pal Joey hereby grants to You a non-transferable, non-exclusive, revocable, limited license to access and use the App and/or the Website during the Term (as hereinafter defined) and solely for the Purpose. Pal Joey’s website is located at www.Pal JoeyRewards.com (the "Website"). Pal Joey may, at any time and from time to time, without notice to You, update, change, amend and/or modify the App, release new versions of the App, or create new modules related thereto, each of which may, in Pal Joey's sole and absolute discretion, be included within the license rights described in this Section 2. You shall not sublicense, lease, or transfer any of your rights under this Agreement, including, without limitation, access to or use of the App and/or the Website.
You shall not, directly or indirectly, without limitation, undertake any or all of the following: copy or reproduce any, all, or part of the App and/or the Website, whether electronically, mechanically, or otherwise, in any form including, but not limited to, the copying of presentation, style, or organization.
You shall use the App and/or the Website solely for its intended purposes and shall not, directly or indirectly, use the App and/or the Website for the benefit or detriment of any third party, except as specifically contemplated under this Agreement.
You shall not, directly or indirectly, and without limitation, use the App and/or the Website to post, transmit, convey, submit, distribute, store or destroy any content, photographs, descriptions, drawings, audio materials, text, messages or any and all other information (collectively, "Posted Information"), which use: (a) violates any federal, state, local, or other governmental law, rule, statute, ordinance, or regulation; (b) infringes the intellectual property rights of any and all third parties; (c) is defamatory, obscene or trade libelous; (d) contains any viruses, Trojan horses, worms, time bombs, cancel bots or any other computer programming routines, which may be intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) is false, misleading or inaccurate in any way, as determine by Pal Joey, in its sole and absolute discretion; or (f) violates any acceptable use policy or other policy posted on the Website or within the App, at any time and from time to time, as determined by Pal Joey in its sole and absolute discretion.
You shall not, directly or indirectly, violate or attempt to violate the security of the App. You shall not, directly, or indirectly and without limitation, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the App, including, without limitation, any and all software comprising or in any way making up a part of the App.
You shall not, directly or indirectly and without limitation, export, re-export or permit any third party to export or re-export the App. You shall defend, indemnify and hold Pal Joey, its affiliates and their respective officers, directors, employees, agents and representatives, harmless, from and against any and all damages, liabilities, losses, taxes, fines, penalties, claims, costs and expenses (including, without limitation, reasonable attorneys’ fees) of any kind or nature whatsoever arising out of, related to, or in connection with your breach of any and all of your obligations or representations set forth in this Section 3.
You shall be solely responsible for: (i) any and all Posted Information, directly or indirectly, appearing on, or inputted in to, the App and/or the Website; (ii) ensuring that all Posted Information is accurate and appropriate in tone, as determined by Pal Joey in its sole and absolute discretion; (iii) complying, at all times, with all applicable federal, state, local or other governmental laws, rules, regulations and statutes; and (iv) maintaining all passwords and access codes to the App and/or the Website, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to the App and/or the Website.
Your use of the App and/or the Website shall make you a member of Pal Joey network of consumers (“Pal Joey Consumer”). Your status as a Pal Joey Consumer is subject to revocation at any time and from time to time, for any reason or no reason, and without prior notice, written or otherwise, to You.
Pal Joey is comprised of a network of member businesses (individually, “Member Business” and collectively, “Member Businesses”), which shall offer Pal Joey Consumers discounts and benefits to reward their membership. The discounts and benefits offered by the Member Businesses, are in their sole and absolute discretion, and are subject to change at any time and from time to time, and without prior notice, written or otherwise, to You. Member Businesses are continually changing and Pal Joey makes no representation that any particular business, is a Member Business.
Pal Joey shall allow You to earn Pal Joey Cash (“Pal Joey Cash”) when You shop at Member Businesses. The rate at which Pal Joey Cash is earned is subject to change at any time and from time to time, in Pal Joey’s sole and absolute discretion and without notice of any kind, whether written or otherwise, to You. In addition, how your Pal Joey Cash can be spent at Member Businesses is subject to each Member Businesses’ sole and absolute discretion, and is subject to change at any time and from time to time, without prior notice, whether written or otherwise, to You. Pal Joey Cash has zero dollar value, and is not redeemable for any cash amount. Pal Joey Cash expires after a certain period of time, as determined by Pal Joey in its sole and absolute discretion and the expiration period is subject to change without notice, whether written or otherwise, to You.
Pal Joey may charge a fee to You, in an amount determined by Pal Joey in its sole and absolute discretion, in order for You to access and use the App and/or the Website. Any and all fees charged by Pal Joey to You, are payable in a manner determined by Pal Joey in its sole and absolute discretion, including, without limitation, U.S. Dollars, Pal Joey Cash, or any combination thereof, as the case may be.
This Agreement shall commence upon the earlier to occur of your (i) opening of the App, or (ii) first visit to the Website and shall continue in full force and effect until the earlier to occur of (i) You providing written or electronic notice of termination of your account with Pal Joey to Pal Joey (at which point You shall no longer be entitled to access or use the App and/or the Website), or (ii) Pal Joey terminating your access to the App and/or the Website, for any reason or no reason, without notice, whether written or otherwise, to You (the "Term").
You may terminate your account with Pal Joey at any time. Upon termination of your account with Pal Joey, You shall not be entitled to access or use the App and/or the Website. Pal Joey shall not be responsible for the return of any Posted Information of any kind to You upon termination of this Agreement, including, without limitation, any information obtained in connection with, in relation to, or otherwise arising out of your use of the App and/or the Website.
Any and all trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. For purposes of clarity: (i) as between You and Pal Joey, You shall be deemed to be the sole owner of all Posted Information entered into the Application or otherwise posted by You; and (ii) Pal Joey is the sole owner of the name “Pal Joey", “Pal Joey Cash”, and “Pal Joey Rewards” as well as the Website, the App, and any and all source code, object code, software, content, copyrights, trademarks, patents and other intellectual property related thereto or included therein. All suggestions, recommendations, bug-fixes, error-fixes or other communications from You to Pal Joey regarding the App or the Website shall, upon submission to Pal Joey, be owned solely and exclusively by Pal Joey. In addition, Pal Joey shall be entitled to post feedback at the Website and within the App (and/or allow others to do so), both positive and negative, regarding any user of the App or the Website. You acknowledge and agree that the applicable supplier(s) of any third party software included within the App shall own all worldwide rights, title and interest in and to such third party software (and any and all intellectual property rights therein), subject to such suppliers' license, if any, of such third party software to Pal Joey.
In exchange for your use of the Website and/or the App, You hereby grant to Pal Joey an unlimited, perpetual, irrevocable, fully-paid, transferable, assignable, sub-licensable, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, commercially exploit, repurpose, perform and display, without limitation, any and all Posted Information, which You, directly or indirectly, post, or cause to be posted, to the Website, submit to Pal Joey or post through the App, alone or as part of other works, in any form, media or technology, whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees, in connection with, arising out of, or in any way related to, Pal Joey performing the services described in this Agreement. You hereby irrevocably waive, or cause to be waived, against Pal Joey, its affiliates and their and its respective officers, directors, employees, agents and representatives and its users, any claims or assertions of moral rights or attribution with respect to the Posted Information. Pal Joey may display advertising and/or any other content at locations of its choosing within the Website and/or the App, including without limitation, adjacent to the Posted Information.
You shall treat as confidential any and all information, which was provided, given, or made known to You by Pal Joey, in connection with, related to, or otherwise arising out of your use of and/or access to the App and/or the Website.
You shall not use, compile, disseminate or otherwise make use of such confidential information, for any purpose other than is reasonably necessary to use the App and/or the Website. You shall not disclose such confidential information to any third party, except as may be reasonably required pursuant to this Agreement and subject to this Section 9.
Except as explicitly set forth in this Agreement, neither Pal Joey, its affiliates or any of their, or its, equity holders, directors, officers, employees, agents, suppliers, or licensors, makes any representations or warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Website or the App will be error-free, (c) as to a minimum level of uptime for the App or the Website, or (d) as to the results that may be obtained by You by entering into this Agreement and/or using the App. You agree and acknowledge that the App and the Website are licensed and/or provided hereunder on an "as is, where is" basis. You hereby agree and acknowledge that: (i) Pal Joey shall not be responsible for any actions taken by any other party using the App or reviewing any of the Posted Information; (ii) Pal Joey does not recommend or endorse any third parties hereunder, and makes no representations or warranties whatsoever regarding any such third party; (iii) Pal Joey is not a party to any transaction between You and any Member Business or any other store, retailer or business with which Pal Joey has a business relationship, and as such, any disputes regarding purchases, rewards and/or any other aspect of any transaction or other commercial dealings is solely between You and such third party; (iv) Pal Joey is not responsible for any other party's compliance with applicable federal, state, local or other governmental laws, rules, statutes or regulations; (v) Pal Joey's services are administrative in nature and Pal Joey is not responsible for ensuring that any third party honor any reward, loyalty or other obligations such third party may have with You; (vi) Pal Joey shall not be responsible or liable for any and all content, text, photographs and/or other Posted Information, including, without limitation, any Posted Information which may violate any applicable federal, state, local, or other governmental laws, rules, regulations and statutes and/or a third party's intellectual property rights; and (vii) the App and/or the Website may not function properly or as intended at any time and from time to time.
You are responsible, at all times, and at your sole cost and expense, for providing, without limitation, any and all equipment necessary to access the Internet, the Website and/or the App. Pal Joey shall use commercially reasonable efforts to make the Website and the App accessible to You, but the Website and/or the App may be unavailable, at any time and from time to time, for any reason or no reason, including, without limitation, routine maintenance. The Website and/or the App may operate slowly at any time and from time to time, for any reason or no reason. You understand and acknowledge that access to and use of the Website and/or the App is not guaranteed and may be interrupted, suspended or terminated at any time and from time to time, for any reason or no reason. Pal Joey shall not be liable, in any way, for any interruption, suspension, or termination of access to or use of the App and/or the Website. Pal Joey shall not be liable, in any way, for any delay in responding to an inquiry or question forwarded, or caused to be forwarded, by You or on your behalf, or the effects that any delay or unavailability may have on You. YOU AGREE THAT PAL JOEY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE AND/OR THE APP AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH INTERRUPTIONS, SUSPENSIONS OR TERMINATIONS OF THE WEBSITE AND/OR THE APP.
PAL JOEY SHALL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR YOUR USE OF THE APP OR THE WEBSITE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, PAL JOEY'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED FIFTY DOLLARS $50.00.
Neither party shall be liable to the other if such party is prevented from performing any of its obligations under this Agreement (excluding fee payment obligations) due to any cause beyond the party’s reasonable control including, without limitation, an act of God, terrorism, war, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, or acts of vandals, or hackers. The time for that party’s performance shall be extended for the period of the delay or failure to perform due to such occurrence, except that You shall not be excused from the payment of any sums of money owed by You to Pal Joey provided prior to the force majeure event.
The following terms and conditions shall govern general use of the Website:
You agree to abide by all restrictions displayed on the Website and/or within the App, as and when they are updated, at any time and from time to time, including, without limitation, the rules in this Section 13. Pal Joey may (i) remove any content You post to the Website or within the App, (ii) block the sending of any inquiry or other content Pal Joey deems inappropriate in its sole and absolute discretion, and (iii) terminate your access to the Website and/or the App, at any time, for any reason or no reason, in its sole and absolute discretion. Pal Joey may monitor all postings and/or content posted on the Website and/or within the App, in its sole and absolute discretion.
You may use the Website in good faith and only for the purposes described herein. You may download and print out portions of the Website for non-commercial purposes provided that You follow the rules of this Agreement. You may not use the Website, the App, any business listings, contract information, or other content to promote another business or commercial venture.
Except as expressly permitted by this Agreement, You shall not, directly or indirectly, modify, reproduce, duplicate, copy, photocopy, print, republish, display, translate, transmit, distribute, sell, resell, rent, lease, loan, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any portion of the Website, the content or any information or materials retrieved from either of them, including, without limitation, graphics and logos, in whole or in part, for any purpose.
You may not, directly or indirectly, create, or cause to create, compilations or derivative works of the Website, the App, or any content or any other materials thereon or therein.
You may not use the Website, the App, or any content or any other materials found thereon or therein, in any manner that may infringe upon any copyright or other intellectual property right, proprietary right, or property right of Pal Joey or any other third party.
You may not use the Website and/or the App or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to You on or through the Website or the App to, directly or indirectly, transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including, without limitation, any text, communications, software, images, sounds, data or other information, which:
You may not use the Website or the App for any purpose, which:
You shall not knowingly solicit or collect personal information from a child 12 years old or younger without appropriate prior written consent of such child’s parent or legal guardian. You shall not take any action on the Website or within the App or use content thereon or therein to harm minors in any way.
You may not use the Website or the App or any content thereon or therein, in a manner, which violates any federal, state, local or other governmental laws, rules, regulations, or statutes, which govern commercial e-mail, facsimile transmissions or telephone solicitations.
The Website, the App and the content thereon or therein may contain and/or provide access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Website or the App ("Third Party Content") that may include content You find to be offensive, indecent or objectionable. The third party from whom or which any such Third Party Content originates is solely responsible for it and Pal Joey assumes no responsibility to verify, has no control of or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Pal Joey has no liability of any kind to You or any other person caused by, related to, arising under, or in any way connected to the Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss, damage, expense, cost, liability, fine, penalties, or taxes of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless Pal Joey neither endorses nor adopts as its belief any such statements. Pal Joey may provide information in articles Pal Joey posts or links to or through the Website only for educational and general informational purposes and not as professional advice. Pal Joey has made no attempt to verify any information contained in any such articles.
The Website and the App may contain links to other websites that are owned and operated by third parties that are not affiliated with Pal Joey. When You uses these links, You will leave the Website or the App, as the case may be, and Pal Joey will have no ability to protect Your interests. You visit linked websites at your own risk and it is your responsibility to take any protective measures to guard against viruses and other destructive elements. Pal Joey is not responsible for, makes no warranty or representation regarding, and does not endorse any linked website or any service, product or information provided on or through the linked website.
If You believe that your intellectual property has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Pal Joey's agent for notice with the following information in writing (the "Notice"):
In some circumstances, in order to notify the individual or entity which provided the allegedly infringing content to which Pal Joey has disabled access, Pal Joey may forward a copy of a valid Notice including name and email address to such individual or entity. Pal Joey's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of New York, without reference to conflict of law principles, and all disputes arising hereunder, related to, or otherwise in connection with this Agreement, the Website and/or the App shall be resolved in the appropriate Federal or state court located solely and exclusively in Broome County, New York. You hereby consent to exclusive jurisdiction in Broome County, New York, and agree not to raise any defense of forum non conveniens or any similar defense. The relationship between the parties under this Agreement is that of independent contractors and neither shall be, nor represent it to be, the joint venture, franchiser, franchisee, partner, agent or representative of the other party for any purpose whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by You without Pal Joey's prior written consent. If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.