ES Loyalty Console Terms of Use Policy
ES Console Terms of Use
These terms of use (together with the Privacy Policy and Cookies Policy, the “Agreement “) govern the relationship between you, as an account holder and user, and Exchange Solutions, Inc (“Us,” “We,” “Our,” “Exchange Solutions,” “ESI,”) , with respect to your use of the ES Loyalty Console by ESI offered by Exchange Solutions, Inc. (the “Console”) on the Exchange Solutions web platform (including but not limited to exchangesolutions.com and any and all web Consoles or mobile applications now or hereafter owned or operated by Exchange Solutions. This Agreement does not replace other agreements you may have entered or may enter with us.
Please read this Agreement carefully and be sure you fully understand the terms and conditions contained herein. This Agreement constitutes a binding legal agreement between you and Exchange Solutions. By using this Console, you agree to the terms described below. Your use of the Consoleconstitutes your agreement to all such terms, conditions, and notices in effect at such time. You hereby represent and warrant that (i) you are lawfully able to enter into and perform a legally binding contract, (ii) if you are entering this Agreement on behalf of your Employer (“Employer”) and you are authorized to do so, and (iii) agree to be bound by this Agreement. If you do not accept and agree to be bound by all the terms of this Agreement, do not access or use the Console.
This Agreement may be revised, updated or modified at any time without prior notice. Your continued use of the Console following any such change constitutes your agreement to be bound by the Agreement as changed. It is suggested you check back frequently for updates. For inquiries, please see the contact section below.
Right to Access and Use the Console
Subject to the terms and conditions of this Agreement, Exchange Solutions hereby grants to you a non-exclusive, non-transferable, revocable right to access and utilize the Console in accordance with the terms of this Agreement.
Any rights not granted herein are strictly reserved by Exchange Solutions. You shall not, and shall not permit any third party to: (a) access or use the Console in a manner that violates any applicable law or regulation or otherwise violates this Agreement, including our Privacy Policy; (b) re-license or sublicense, lease, loan or otherwise distribute the Console to any third person; (c) attempt to breach or breach the security or authentication measures which are not authorized; (d) reverse engineer, decompile, disassemble or translate any software used by Exchange Solutions to deliver the Console (the “Software”), or otherwise attempt to view, display or print the Software’s source code; (e) remove, modify or obscure any copyright, trade-mark or other proprietary notices contained in the Software; or (f) otherwise attempt to interfere with the proper operation of the Console.
As between your Employer and you, you must only access and use the Console as it relates to information about the Employer’s business or Employer’s customers that is generated, stored, or transmitted or otherwise used in connection with the Employer’s business (“Employer Information”).
You may not use the Console for occasional, personal, non-commercial use that does not interfere with or compete with Employer’s business and that otherwise complies with all laws and all Employer policies. Any use of the Console for personal use is solely at the risk of the Authorized User. The Employer has no obligation to maintain the privacy, security, integrity or accessibility of any data transmitted through or stored in the Console. You are strictly prohibited from abusing their privileges to access the Console by accessing Employer Information that is not necessary to perform their duties to the Employer.
Accounts
In order to access and use the Console, your Employer will be provided with one or more administrator accounts (each an “Admin Account”) for one or more designated administrators (each an“Administrator”) to access the Console. After the initial log in, an Administrator may assign or request additional user access to other employees, contractors or agents, like yourself. Exchange Solutions is not responsible for dissemination of additional user access, as all requests for additional user access must be routed to a designated Administrator.
Once assigned user access by an Administrator, you must sign up for, open and maintain an account (“Account”) with us. Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your Account is personal to you and you agree not to provide any other person with access to the Console or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.
Exchange Solutions and the Employer each reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of this Agreement.User Submissions and Monitoring.
The Console may contain interactive functions allowing you to submit, post, publish, display, or transmit (collectively, “submit”) to the website, to other users or other persons (collectively, “User Submissions”). Any and all User Submissions must comply with all applicable federal, provincial, local, and international laws, regulations and terms of service.
Exchange Solutions reserves the right to monitor and audit youruse of the Console for the purpose of (among others) ensuring compliance with the terms of this Agreement. Any such audit may be carried out by Exchange Solutions or a third party authorized by Exchange Solutions, at Exchange Solution’s expense.
You further acknowledge that the Employer uses a variety of technological tools to monitor the Consoleand Employer Information for security purposes, to detect or prevent unauthorized access and use, and to enforce Employer policies. Although Employer does not routinely access and audit your Account, the Employer may do so in a number of situations. These situations include:
- to investigate or prevent fraud or other breaches of law
- to investigate and address security incidents
- to investigate complaints about the conduct of an authorized user or a reasonable suspicion of non-compliance with Employer’s policies
- to comply with Employer’s legal obligations, including responding to a court order or subpoena
- other situations that are required or permitted by applicable law
Security Requirements
Exchange Solutions shall implement and maintain the appropriate safeguards and controls to deter and for the detection, prevention and correction of any unauthorized intrusion, access or use of the Console. You acknowledge and agree that notwithstanding the security requirements, such methods and procedures may not prevent unauthorized electronic intruders to access the Console through the Internet or through other form of electronic communication. Except for the maintenance of appropriate firewall and safeguards in compliance with the security requirements, which are designed to frustrate access from unauthorized electronic intruders, Exchange Solutions shall not be liable to you, and hereby disclaims responsibility, with respect to any action, destructive or otherwise, by any unauthorized electronic intruder.
Maintenance and Availability of Console
From time to time, it will be necessary for Exchange Solutions to perform maintenance on its system. Such maintenance includes routine maintenance to ensure the continued provision of the Console through the continued operation of Exchange Solutions’ system or upgrading, updating or enhancing its system. Exchange Solutions shall use its commercially reasonable efforts to perform such maintenance at such times to minimize the impact of any downtime of its system to Exchange Solutions. To the extent,Exchange Solutions is able, Exchange Solutions shall notify you in advance of any scheduled maintenance by posting a message on its website or by formal notification by email to your Employer of the scheduled maintenance time and the anticipated duration of such maintenance.
This Console may be unavailable from time to time due to emergency maintenance or failures such as mechanical, technical, software, hardware or third-party vendor failures. Exchange Solutions cannot predict or control when such downtime may occur and cannot control the duration of such downtime but is committed to minimize such downtime should it occur.
Intellectual Property
The entire contents, features and functionality of the Console is owned or licensed by us and are protected under copyright and/or other applicable intellectual property laws, including, but not limited to all information, software, graphics, page headers, images, illustrations, video clips, text and the underlying computer code. The copying, redistribution, or publication of any of the material contained in the Console without the prior written consent of Exchange Solutions is prohibited. Without limiting the foregoing, the temporary caching or printing or saving a single copy of a page or document for your personal, non-commercial use is permitted, if you retain all copyright notices accompanying the content.
“Exchange Solutions,” the Exchange Solutions logo and any other Exchange Solutions’ product or service names or logos referenced in the Console are either trademarks or registered trademarks of Exchange Solutions Inc. and/or its affiliates. The use of such marks without the prior written consent of Exchange Solutions is prohibited. The absence of a product or service name or logo from this list does not constitute a waiver of Exchange Solutions’ trademark or other intellectual property rights concerningthat name or logo. Other trademarks and product names are the property of their respective owners. Nothing contained in our Console should be construed as granting any license or right to use any trademarks or logos.
Privacy and Confidentiality
By submitting your personal information and using this Console, you consent to the collection, use, reproduction, hosting, transmission and disclosure of any such user content submissions in compliance with our Privacy Policy, as we deem necessary for use of the Console and provision of services.Confidentiality and security of information transmitted over the Internet cannot be guaranteed at this time. Therefore, Exchange Solutions cannot ensure privacy and authenticity of information or instructions you send, or are sent to you, over the Internet. Exchange Solutions will not be responsible for any damages you may incur if you communicate information over the Internet or if you are provided with information at your request.
By using this Console, you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Console may not function adequately. For more information on this automated information gathering practices, see our Cookies Policy.
In addition, we monitor access to this Console. The requesting URLs, the machine originating the request, and the time of the request, may be logged for access statistics and security purposes. By using this Console, you consent to such general monitoring.
Third Party Resources
The Console may contain links and pointers to third-party websites, resources, and advertisers. Links to and from the Console to third-party websites do not constitute an endorsement by the Exchange Solutions or any affiliate of any third-party website or content. Exchange Solutions is not responsible for the availability of these third-party resources, or their contents. Exchange Solutions is Exchange Solutions not responsible for the content of any third-party we or any other websites linked to the Console. You should direct any concerns regarding any external link to this Console to info@exchangesolutions.com.
Disclaimer
Exchange Solutions believes that any information content contained in the Console has come from reliable sources, but we cannot guarantee the information in the Console is accurate, complete or suitable for any purpose. In addition, Exchange Solutions cannot guarantee that the information content of this Console has not been affected by technical malfunctions or unauthorized tampering. Any information content of this Console is subject to change without notice. We may alter or delete information content from this Console at any time.
Your use of this Console and its informational contentis at your own risk, and neither Exchange Solutions nor any party involved in creating or delivering this Console shall be liable for damages of any kind that may result from access to, or use of the information contained on, this Console, including, but not limited to, any such damages arising from errors or omissions, misprints, out-of -date information, inaccuracies, typographical or other errors appearing on this Console, any software that may be downloaded from this Console, or any damage to your computer equipment including, but not limited to, any virus that may infect your computer equipment.
EXCHANGE SOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THIS CONSOLE OR ANY INFORMATION OR SERVICES OBTAINED THROUGH THIS CONSOLE. IN NO EVENT WILL EXCHANGE SOLUTIONS BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND RESULTING DIRECTLY OR INDIRECTLY FROM ANY USE OF THIS CONSOLE OR DEFECT IN THIS CONSOLE OR ANY INFORMATION CONTAINED IN THIS CONSOLE, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES.
By using this Console, you assume the risk that the information and materials on this Console may be incomplete, inaccurate, out-of -date, or may not meet your needs or requirements.
Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
Limitation on Liability
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL EXCHANGE SOLUTIONS NOR ITS SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE CONSOLE, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.
Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Exchange Solutions, its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of this Agreement or your use of the Console, including, but not limited to, your User Submissions, third-party sites, any use of the Console’s content, services, and products other than as expressly authorized in this Agreement.
Governing Law and Jurisdiction
This Agreement shall be governed by, and construed and enforced in accordance with, the laws in force in the Province of Ontario. The Parties hereto agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario.
Waiver
The waiver by either party of a breach or default of any provision of this Agreement by the other party shall not be effective unless in writing and shall not be construed as a waiver of any succeeding breach of the same or of any other provision. Nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege by such party shall constitute a waiver.
Miscellaneous
If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. Exchange Solutions may, at its sole discretion and without notice, revise these terms at any time by updating this posting.
This is the entire Agreement between the parties relating to the subject matter herein and shall not be modified except in writing signed by both parties or by a new posting by Exchange Solutions, as described above.
Contact
Your comments and suggestions regarding this Console are welcome. Subject to the terms of Exchange Solutions’ Privacy Policy, any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, “Comments”) sent to us shall be and remain the exclusive property of Exchange Solutions. Your submission of any such Comments shall constitute an assignment to Exchange Solutions of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Comments. Subject to the terms the Privacy Policy, Exchange Solutions will be entitled to use, reproduce, disclose, publish and distribute any material you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any comments that you do not wish to assign to us, including any confidential information or any original creative materials such as stories, ideas, computer code or original artwork.
By Email: info@exchangesolutions.com
By Telephone: 416.646.7000