Your use of our site indicates your acceptance of these terms and conditions. If you do not agree to these terms and conditions, please do not use this site or click on any links.
This Site Agreement shall supersede any prior or subsequent terms or conditions. Kangaroo Rewards reserves the right to make changes to this site and to these terms and conditions at any time. Any such modifications will become effective upon the date they are first posted to this site.
Ownership of Our Site
This site is owned and operated by Kangaroo Rewards, wholly owned by Mobicept. All content included on our site, such as photographs, illustrations, images, text, audio clips, video clips, and content is owned by or authorized to be used by Kangaroo Rewards or our Content providers or sponsors or advertisers. All 3rd party company logos are owned by their respective companies and NOT Kangaroo Rewards. All Content is protected by US, Canadian and international copyright laws. Kangaroo Rewards and associated logos, banners and graphics are registered trademarks. You may not use our trademarks without our written permission.
User Conduct & Participation
The Site and its contents, including but not limited to articles, newsletters, promotional language, graphical images, interactive applications, and the user interface (the “Content”) are the property and copyrighted material of Kangaroo Rewards, its licensors, vendors and partners. “Content” also includes any material from the Site that Kangaroo Rewards delivers to you through e-mail. You may display the Content and otherwise use the Site solely for your personal, non commercial use. You may not modify, copy, distribute, forward, display, repost, reprint, sublicense, create derivative works from, transfer, link to, quote or sell any content except as expressly permitted by the copyright laws, in this Site Agreement. Although we use our reasonable best efforts to ensure that content and pictures posted on our site are not misused, we do not guarantee the accuracy, integrity or quality of such content or pictures.
As a convenience, our site links to other sites that may be of interest to you but are not under our control. These links do not imply an endorsement by us and we are not responsible for the availability of or the content contained in any linked site. Disclaimers The information on our Web site is provided “AS IS.” We do not warrant, either expressly or by implication, the accuracy of any such materials or information provided on the site or their suitability for any particular purpose, and expressly disclaims all warranties, including, but not limited to, warranties of merchantability or fitness for a particular purpose. Although the information provided to visitors on our website is obtained or compiled from sources we believe to be reliable, we cannot and do not guarantee the accuracy, validity, timeliness, completeness or reliability of any information or data made available to visitors or its suitability for any particular purpose.
Limitation of Liability
Under no circumstances will Kangaroo Rewards and our Content providers or sponsors be responsible or liable to you in any way for any direct, incidental, consequential, indirect, punitive or any other damage of any kind incurred as a result of the use of any content, links, photos, pictures, or images posted on our site, emailed or otherwise. Neither we nor any of our affiliates, members, directors, officer, employees, agents, operational or participating business providers are liable or shall have responsibility of any kind to any visitor or member for any loss or damage that said party incurs in the event of (i) any failure or interruption of this website; (ii) any act or omission of any third party involved in making this website or the data contained herein available to visitors; or (iii) any other cause relating to a visitor’s access or use, or inability to access or use, any portion of this website or materials on this website. In no event will we, our affiliates, subsidiaries, members, officers or employees be liable to any visitor or member for any direct, special, indirect, consequential, or incidental damages or any other loss or damages of any kind even if we or any other party has been advised of the possibility thereof. Although we use our reasonable best efforts to ensure the accuracy of the Content on our site, we make no representations or warranties as to the accuracy, correctness, or reliability of the Content. Further, we make no representations or warranties that the functional aspects of our site will be uninterrupted or error-free, or that our site or the server that makes it available are free of viruses or other harmful components. You acknowledge that your use of our site is at your own risk.
We reserve the right to change this Site Agreement at any time by revising the terms and conditions herein. You are responsible for regularly reviewing these terms and conditions and your use of the Site following any such change constitutes your acceptance of such changes. You are bound by this agreement when you access our site and until you have destroyed all Content that you have downloaded or copied from our site, you are, in addition, bound by this agreement whether you downloaded or copied the Content under the terms of this agreement or otherwise. We may deny access to the Site to anyone at any time. We reserve the right to make changes to our site and to this agreement at any time without notice.
ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.
During the length of the Merchant Agreement, Mobicept will provide the Kangaroo product.
In the event of any inconsistency among terms and conditions of the Merchant Agreement and these Terms and Conditions (“Agreement”), the order of control shall be: (i) Merchant Terms & Conditions, (ii) Merchant Agreement, and (iii) any other exhibits, addenda or attachments to the Terms & Conditions including any links contained in the Merchant Agreement or these Terms and Conditions, which are incorporated by reference herein.
Any capitalized terms that are not defined in these Terms and Conditions have the meanings ascribed to them in the Merchant Agreement.
Intellectual Property Rights. (i) Mobicept Inc. owns all right, title and interest in and to any data provided through its Kangaroo products by your customer or an end user to Kangaroo in connection with the Kangaroo products (“Customer Data”). (ii) Mobicept Inc. owns all right, title and interest in and to the Kangaroo products including, without limitation, any intellectual property rights and any improvements, modifications, enhancements or refinements thereto. Except as set forth in the Agreement, all rights not expressly granted to you are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the Kangaroo products, intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying or such intellectual property.
Restrictions. You: (i) will use the Kangaroo products solely for your internal business purposes, and (ii) will not, for itself, any affiliate of you or any third party (a) sell, rent, lease, license or sublicense, assign, distribute, or transfer the Kangaroo products; (b) modify, change, alter, create derivative works of, decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the underlying ideas, algorithms, file formats, programming, or interoperability interfaces of the Kangaroo products; (c) copy any tangible versions of the Kangaroo products; or (d) remove from any of the Kangaroo products any language or designation indicating the confidential nature thereof or the proprietary rights of Mobicept Inc. In addition, you will not export, re-export or permit any third party to export or re-export, directly or indirectly, the Kangaroo products where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. Mobicept Inc. retains the right to approve, modify, or refuse any Kangaroo related communications to end users.
Fees; Pricing and Payment Terms; Taxes. (i) Kangaroo’s products and services current fees are set forth in the Merchant Agreement. Mobicept Inc. reserves the right to amend the fees payable for the Kangaroo Products at any time upon thirty (30) days prior notice to you; provided, however, that such amendment to the fees will not be applicable until the beginning of the next Subscription Period. (ii) You will be responsible for any sales, use, value-added or import taxes, customs duties or similar taxes assessed in accordance with applicable law with respect to the provision of the Kangaroo products. (iii) Notwithstanding anything herein to the contrary, Mobicept Inc., in its sole discretion, may suspend or terminate the Agreement and corresponding access and right to use the Kangaroo products, at any time, upon notice to you, if you have not paid all amounts due on or before the payment due date, or for any other material breaches of the Merchant Agreement, Merchant Terms and Conditions, or any other exhibits, addenda or attachments to the Terms & Conditions including any links contained in the Merchant Agreement or these Terms and Conditions, which are incorporated by reference herein. You are responsible for amounts that remain outstanding as of the date of such termination including early cancellation fees. You agree to pay reasonable attorneys’ fees and court costs incurred by Mobicept Inc. to collect any unpaid amounts owed by you. (iv) Mobicept provides standard installation of its Kangaroo products, however, in the event of a complex installation such as when third party or outside technical support is required to complete the installation, Mobicept Inc. at its own discretion may charge on an hourly basis for such technical support.
Term; Termination; Survival. The Agreement will remain in full force specified in the Merchant Agreement. At the end of any Subscription Plan, unless you select a new Subscription Plan, your Subscription Plan will automatically convert to a month-to-month Subscription Plan. This will be ongoing until you select a new Subscription Plan or provide at least sixty (60) days written cancellation notice, at which time you may be charged a restocking fee. Each party shall have the right to terminate the Agreement upon written notice to the other party: (i) upon the institution of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts of the other party that is not otherwise dismissed within sixty (60) days of such institution; (ii) upon the making of an assignment for the benefit of creditors by the other party; or (iii) upon the dissolution of the other party. If your Merchant Agreement specifies that you are entitled to a “30 day Money Back Guarantee” and if, within 30 days of the Installation Date, You desire to have the Kangaroo products uninstalled, removed or products kit returned, you agree to provide written notice to Mobicept Inc.; Within 30 days of Mobicept’s receipt of the Kangaroo products Kit, Mobicept Inc. will refund You any money collected for the initial monthly subscription fee in the same manner in which the initial fee was paid. If, after thirty (30) days from the Installation Date and prior to the subsequent Subscription Period, You desire to terminate the Kangaroo program, You agree to pay an early cancellation fee equal to the remaining balance of your subscription plan fee via the credit card or ACH on file. If you subscribe to a variable subscription fee plan, your early cancellation fee is equal to (6) months at the most recent monthly billed rate. Mobicept Inc. will cease to collect the monthly subscription fee at the point in time in which Mobicept Inc. has received your returned Kangaroo products Kit. In the event of a termination, all items in the Kangaroo products Kit must be returned to Mobicept Inc. in specified return packaging provided by Mobicept Inc.; If you were not previously provided with specified return packaging, Mobicept Inc. will provide you with specified return packaging at no cost to you, otherwise you will be charged for packaging materials. You are responsible for all return shipping charges and for any damage incurred in the shipping process. If any item in the Kangaroo products Kit is not returned, Mobicept Inc. will charge you for the cost of the item not returned. Mobicept Inc. will prorate the last monthly subscription fee based on the date the Kangaroo products Kit is received by Mobicept Inc.; Any provision of the Agreement which contemplates performance or observance subsequent to any termination or expiration of the Agreement shall survive any termination or expiration of the Agreement and continue in full force and effect.
Representations and Warranties; Disclaimer. (i)Mobicept Inc. warrants that Mobicept Inc. has the authority to enter into this Agreement. (ii) You represent and warrant to Mobicept Inc. that: (a) you have the authority to enter into this Agreement; and (b) you will only use the Kangaroo products for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party. (iii) EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 6, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF Kangaroo PRODUCTS OR SERVICES AND THE INTERNET IS AT YOUR SOLE RISK. Kangaroo PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
Confidential Information. Any information that a receiving party knows or has reason to know (either because such information is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is “Confidential Information” of the disclosing party and will remain the sole property of the disclosing party. Such Confidential Information includes but is not limited to data, information (including personally identifiable information), ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and other similar information provided by a party. For avoidance of doubt, Customer Data shall be deemed Confidential Information of Mobicept Inc.; Each party agrees that it will not disclose, use, modify, copy, reproduce or otherwise divulge such Confidential Information to any third party without the prior written approval of the disclosing party except that the receiving party shall have the right to disclose such Confidential Information to the extent required by applicable law or to the directors, officers or employees of the receiving party who have a need to know such Confidential Information in order to perform its obligations under the Agreement and to the extent such directors, officers or employees are subject to obligations of confidentiality and non-disclosure that are substantially similar to the obligations set forth in the Agreement. The prohibitions contained in this Section will not apply to information (i) already lawfully known to the receiving party prior to such disclosure by the disclosing party; (ii) independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information; (iii) disclosed in published materials; (iv) generally known to the public; or (v) lawfully obtained from any third party. In addition, a party will not be considered to have breached its obligations under the Agreement to the extent Confidential Information is required to be disclosed by any governmental authority, provided that, to the extent legally practicable, the receiving party advises the disclosing party prior to making such disclosure in order that the disclosing party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information.
Dispute Resolution; Governing Law. In the event of a reward dispute or mistake between a Merchant and User, Mobicept Inc. may in its sole discretion unilaterally make adjustments to User reward points. To the extent any disputes arise under the Agreement or otherwise between the parties, the parties will first attempt in good faith to resolve their dispute informally. This Agreement is governed by Province of Quebec and you expressly agree to the exclusive jurisdiction for any claim or dispute with Mobicept Inc in the federal and provincial courts within the jurisdiction of Canada’s District Court for the District of Montreal. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.
Indemnification. You will defend, indemnify, and hold Mobicept Inc. and its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against any third party suit, proceeding, assertion against any damages, judgments, liability, costs and expenses (including without limitation any reasonable attorneys’ fees) incurred arising from your material breach of this Agreement, your unauthorized use or misuse of the Kangaroo products or any unauthorized combination of Kangaroo products with any hardware, software, products, data or other materials not specified or provided by Mobicept Inc.
Limitation of Liability. Mobicept Inc’s aggregate liability for all claims (including claims for indemnification of third party damages) arising out of the Agreement, whether in contract, tort or otherwise, will not exceed the amount of fees paid by you to Mobicept Inc. under the Agreement during the twelve (12) months preceding the date on which the claim occurred. To the maximum extent permitted by applicable law, in no event will Mobicept Inc. be liable for any loss of business profits, business interruption, loss of data or any special, indirect, exemplary, incidental or consequential damages arising from or in relation to the Agreement or the use of the Services, however caused and regardless of theory of liability. In addition, Mobicept Inc. will not be liable for damage (physical or otherwise) incurred by the merchant upon any asset or property from the installation or removal of any Kangaroo product or add-on in-store and will not be responsible for replacement or cost of repair if damages occur. This limitation will apply even if such damages were foreseeable and you have been advised or are aware of the possibility of such damages.
Notice. Except where explicitly provided otherwise herein, any notice required or permitted hereunder will be delivered to the contact person listed on the Order Information as follows (with notice deemed given as indicated): (i) by personal delivery when delivered personally; (ii) by established overnight courier upon written verification of receipt; (iii) by facsimile transmission when receipt is confirmed orally; (iv) by certified or registered mail, return receipt requested, upon verification of receipt; or (v) by electronic delivery when receipt is confirmed orally.
Assignment. You may not, without the prior written consent of Mobicept Inc., assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns. No Third Party Beneficiaries. The Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.
Amendment; Waiver. This Agreement may be changed only by written agreement signed by both Mobicept Inc. and you. The failure of either party to exercise or enforce any of its rights under the Agreement will not act as a waiver of subsequent breaches and the waiver of any breach will not act as a waiver of subsequent breaches.
Severability. If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect.
Force Majeure. If either party is prevented from performing any of its obligations under the Agreement due to any cause beyond the party’s reasonable control including, without limitation, an act of God, fire, flood, explosion, 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 will be extended for the period of the delay or failure to perform due to such occurrence, except that you will not be excused from the payment of any sums of money owed by you to Mobicept Inc. provided prior to the force majeure event.
Independent Contractor. The Agreement will not be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
Compliance with Laws. Each party will comply with all applicable laws, regulations, and ordinances relating to their performance hereunder.
Entire Agreement. The Agreement will constitute the entire agreement between Mobicept Inc. and you with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby.