Terms of Service Last Updated: December 18, 2022 PLEASE NOTE: CURRENTLY, FAVR.TOWN SERVICES ARE ONLY AVAILABLE TO USERS WITHIN THE BOARDER OF THE UNITED STATES OF AMERICA. GENERAL Thank you for visiting and using Favr.town. These Terms of Service (or "Terms") are a binding legal agreement ("Agreement") between you and Favr.town Inc ("Favr.town") that govern your use of the websites, applications, and other offerings from Favr.town (collectively, the "Favr.town Platform" and the "Services"). The Favr.town Platform provides technology and services that enable businesses ("Merchants") to design, offer, and manage loyalty rewards to their followers and customers ("Patrons") and for Patrons to earn, track and redeem rewards with their Merchants. As the provider of the Favr.town Platform, Favr.town is not a party to the transactions concluded directly between Merchants and Patrons. By using the Services, you agree to be bound by these Terms and acknowledge and agree to the collection, use and disclosure of your personal information in accordance with Favr.town's Privacy Policy. If you are using the Services for its intended purposes on behalf of a business or other entity, you represent and warrant that you have the necessary authority to bind that business or entity to these Terms and that you are agreeing to these Terms on behalf of that business or entity. MISSION Favr.town aims to build an appreciative real-world community where good will and deeds are acknowledged and rewarded. Merchants reward Patrons based on not just purchases, but also their engagement and support, including likes, feedbacks, advocacy, participation, etc. Every bit of FAVOR counts! USER ACCOUNT You must register an account to access and use many features of the Favr.town Platform and must keep your account information accurate. You agree that you are responsible for all conduct and transactions that take place on or using your account and that you will take precautions to keep your password and other account information secure. You also agree that you will comply with all applicable laws when accessing or using the Services and you will respect those who you encounter in your use of the Services. We reserve the right to terminate accounts at any time in our sole discretion. COMMUNICATIONS By creating a Favr.town user account, you agree to accept and receive communications from Favr.town or Merchants, including via email, text message, calls, and push notifications to the cellular telephone number you provided to Favr.town. Message and data rates may apply. NO RESPONSIBILITY You agree that Favr.town does not assume responsibility for any products, content, services, websites, advertisements, offers, or information that is provided by other users including Merchants, and third parties and is made available through the Services, nor does Favr.town assume responsibility for your interactions with one another and any third-party provider. If you purchase, use, or access any such products, content, services, advertisements, offers, or information through the Services or you engage with any other users and third-party provider, you agree that you do so at your own risk and that Favr.town will have no liability based on such purchase, use access, or engagement. PROHIBITED USE Favr.town grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services for their intended purposes subject to your compliance with these Terms and Favr.town's policies. You may not copy, modify, distribute, sell, or lease any part of the Services. You may not reverse engineer or attempt to extract the source code of the Services. You may only access the Services through the interfaces that Favr.town provides for that purpose (for example, you may not "scrape" the Services through automated means or "frame" any part of the Services), and you may not interfere or attempt to disrupt the Services. CONTENT AND RIGHTS Some parts of the Services may allow you to upload or submit content (such as text, images, video, recipes, lists, links, and other materials, collectively, "Content"). You retain all rights in any Content that you upload or submit and are solely responsible for that Content and the consequences of submitting it through the Services. By submitting Content through the Services, you grant Favr.town a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use, store, publicly display, publicly perform, reproduce, modify, create derivative works from, distribute, publish, and otherwise exploit, that Content, without limitation. If Content includes personal information, our Privacy Policy describes how we use that personal information. Where Favr.town pays for the creation of Content or facilitates its creation, Favr.town may own that Content. You are solely responsible for all Content that you provide and warrant that you either own it or are authorized to grant Favr.town the rights described in these Terms. You represent and warrant that no payments of any kind shall be due by Favr.town to any person for the use or distribution of Content. You are solely liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party. We do not verify the accuracy, quality, or legality of your Content. We are not responsible for preventing or identifying infringement of intellectual property rights or non-compliance with applicable laws. Favr.town will not be liable, directly, or indirectly, in any way for any damage or loss caused or alleged to be caused by or in connection with your Content. We may, but are under no obligation to, review, analyze, filter, edit, block, or remove any Content. Favr.town may, in its sole discretion, remove or take down any Content that you upload or submit to the Services for any reason, including violation of these Terms or any other policies. PROHIBITED CONTENT Some Content is prohibited when accessing or using the Services. You agree that you will not upload or use in connection with the Services any prohibited Content including but not limited to Content that: (i) contains graphic or gratuitous violence; (ii) conveys a message of hate against any individual or group; (iii) encourages or glorifies illegal drug use; (iv) is predatory in nature, or is submitted for the purpose of harassment or bullying; (v) is highly repetitive and/or unwanted including "Spam" messages; (vi) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (vii) constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (viii) furthers or promotes criminal activity or provides instructional information about illegal activities; or (ix) violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person. We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates these provisions including removing the offending Content without prior notice, terminating, or suspending your Accounts or access to the Services and/or reporting such Content or activities to law enforcement authorities. CONTENT PRESERVATION AND DISCLOSURE You can delete Content individually or all at once by deleting your account. When you delete Content, it's no longer visible to other users, however we may preserve, disclose or store Content if required to do so by applicable law or in the good faith belief that such preservation, disclosure or storage is reasonably necessary to: (i) comply with legal processes; (ii) comply with this Agreement; (iii) respond to claims that any Content violates the rights of any person; or (iv) protect the rights, property, or personal safety of Favr.town, customers and the public. UPDATE AND FEEDBACK We're constantly modifying and improving the Services. Favr.town may introduce new features, change existing features, or remove features from the Services at any time and without notice. If you provide us with any feedback on or comments regarding the Services, you grant us the right to use such feedback or comments for any purpose without restriction or payment to you. COMPLIANCE WITH LAWS You represent and warrant that your use of the Services will comply with all applicable laws, including privacy, data protection and anti-spam laws. It is your responsibility to determine whether the Services meet your obligations under any applicable law. Favr.town will not be liable if the Services do not meet your requirements under applicable law. SERVICES PROVIDED AS-IS AND RELEASE OF CLAIMS YOU UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." Favr.town DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, Favr.town MAKES NO REPRESENTATION, WARRANTY, CONDITIONS, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR FREE OF MALWARE. YOU AGREE THAT FAVR.TOWN WILL NOT BE RESPONSIBLE FOR ANY ECONOMIC COSTS RELATING TO YOUR USE OF THE SERVICES. INDEMNIFICATION AND RELEASE You agree to indemnify, defend and hold harmless Favr.town and its affiliates, parents, subsidiaries, licensors and partners and our and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors and assigns ("Indemnified Entities") from and against claims, demands, causes of action, losses, expenses, damages and costs, including any reasonable attorneys' fees, resulting or arising from or relating to your use of or conduct on the Platform, any activity related to use of the Services by you, any message or material that you submit to, post on or transmit through the Platform, your violation of these Terms of Service, your infringement or violation of any rights of another, termination of your access to the Services, or your actual or alleged violations of applicable law, including any violations of your obligations of privacy to any person, violations of your obligations to your Patrons and other users relating to your loyalty reward program (such as reward points of your Patrons) as may be managed through the Services. If you have a dispute with other users or third-party providers, you agree to release Favr.town and its Indemnified Entities from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL Favr.town, OR ITS INDEMNIFIED ENTITIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER FOR ANY: (I) LOSS OF USE, LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES; (II) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA; OR (III) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES. IN NO EVENT WILL Favr.town BE LIABLE FOR ANY THIRD-PARTY SERVICES, ACTIVITIES OF THIRD PARTIES, ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, THEFT OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR YOUR ACCOUNTS OR THE INFORMATION CONTAINED IN YOUR ACCOUNTS. TERMINATION You can stop using the Services at any time and without notice to us. Similarly, Favr.town may terminate access to the Services to you or any other users or stop offering the all or part of the Services at any time without notice. DISPUTES & ARBITRATION You and Favr.town mutually agree that any dispute, claim or controversy arising out of or relating to these Terms, or the use of the Services ("Disputes") will be settled by binding individual arbitration (the "Arbitration Agreement"). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Favr.town agree that the arbitrator will decide that issue. Before initiating proceedings against Favr.town, you agree to contact Favr.town customer service first and attempt to work out any such dispute amicably. For any dispute you initiate, you agree to provide written notice including a written description of the dispute to: Favr.town Inc., legal@favr.town. ARBITRATION RULES AND GOVERNING LAW This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the "AAA Rules") then in effect. The AAA Rules are available at www.adr.org. To initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA rules. ARBITRATOR'S DECISION The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant's individual claim. JURY TRIAL WAIVER You and Favr.town acknowledge and agree that we are each waiving the right to a trial by jury. NO CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS You and Favr.town acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to bring, join, or participate in, either as a plaintiff or class member, in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, any arbitration of any claim(s) will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. You further acknowledge and agree that the arbitrator may award relief only in your favor and only to the extent necessary to provide relief necessitated by your individual claim(s), and any relief awarded cannot affect other Favr.town users. The arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of any class, collective, or representative proceeding. GOVERNING LAW To the extent permitted by applicable law, these Terms will be governed by the laws of the State of New York of the United States, without respect to its conflicts of laws principles, except the Arbitration Agreement, which is governed by the laws outlined in the Disputes & Arbitration section. SEVERABILITY If any provision of these Terms of Service is held to be unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, then the invalid or unenforceable provision shall be replaced by a valid, enforceable provision that most closely matches the intent of the original provision, and the validity and enforceability of any remaining provisions shall not be affected. NO WAIVER The failure of Favr.town and its affiliates to enforce any part of these Terms of Service shall not constitute a waiver of such term or provision and shall not be considered a waiver or limit Favr.town's right thereafter to insist upon strict adherence to that term or any other provision of these Terms of Service. SURVIVAL Parts of these Terms that by their nature survive termination, will survive termination of this Agreement, and will continue to apply even if you stop using the Favr.town Platform or terminate your Favr.town account. MODIFICATION Favr.town may modify these Terms at any time. When we do so, we will post the most current version of the Terms on the Favr.town Platform, and if a revision to the Terms is material, Favr.town will notify you of the new Terms (for example, by email or a notification on the Services). Changes to these terms will not apply retroactively. If you do not agree to the modified terms, you should discontinue your use of the Services immediately as provided in these Terms. If you do not terminate, your continued access to or use of the Favr.town Platform will constitute acceptance of the revised Terms. CONTACT If you have any questions or comments about these Terms, please contact: Favr.town Inc., terms@favr.town. For customer service inquiries, please review your Profile Settings, submit via Favr.town Help.
