Cash Forward Programs are provided to our customers (the “Programs” and each a “Program”) for the benefit of their members and end users who choose to enrol in the Program (“you” or “your” as context dictates) by Hope Factory Inc. (“Hope Factory”, “we”, “us” or “our” as context dictates) pursuant to these Terms & Conditions (the “Program Terms”) stated below.
We use third-party technology and services provided by Olive Group Ltd (“Program Vendor”) to provide you with certain functionality of the Program. These Program Terms incorporate the terms and conditions the Program Vendor, including certain privacy policies, that such third-parties require us and any end-users to abide by. You agree to abide by the Program Terms and understand that such providers are third-party beneficiaries under the Program Terms and will have the ability to claim damages against you if you breach the Program Terms.
“Boost” means an amount paid by a business as a percent match to any Cash Forward payment made to the Receiving Cause.
“Card” means a Canadian Visa or Mastercard credit card and an “Enrolled Card” is such a card that has been registered for a Program by you under a Program Account.
“Card-linked Offer” or “Offer” means an offer to you from participating Merchants that is available via the Program and is redeemed in association with your using your Enrolled Card at the participating Merchant.
“Card–Use Data” means any data calculated by the Program Vendor related to the transaction data provided by the corresponding Payment Network for an Enrolled Card, and that is required by us to provide the benefits of the Program.
“Cash Forward” is an amount paid to a Receiving Cause when you complete a Qualifying Transaction.
“Merchant” means a third party business.
“Party” means either you or Hope Factory, and “Parties” means both you and Hope Factory.
“Payment Network” or “Payment Network Provider” means Visa, Mastercard and other payment network companies which may be used to monitor transactions for the Program.
“Qualifying Transactions” means a purchase made on an Enrolled Card at a Participating Merchant which has an active Card-Linked Offer, and that in our sole discretion, satisfies all of the requirements of the Offer.
“Receiving Cause” means a cause or charity that is the beneficiary of funds paid out for an offer as a result of a Qualifying Transaction.
“Website” means a website and any subdomains or an app that we utilize to provide the Programs to you.
2. Understanding our Role.
When you enrol in Programs and participating in the Cash Forward program you are choosing to receive and accept certain offers by Merchants who pay a reward for purchases you make that meet specified criteria directly to a Receiving Cause account. Various parties’ technology and services collectively allow us to provide you these benefits. Nothing under the Program Terms in any way reduces your obligations and rights under separate terms and conditions for your credit card or other services that you may be subscribed to with us or with third-parties.
We and our licensors do not make any particular suggestion or recommendation to you in respect of how you avail yourself of the Program. See the “Additional Disclaimer” section below for further limitations.
3. Right to Use & Grants.
- Subject to your compliance with the Program Terms, we grant you a non-sublicensable, non-transferable, non-exclusive, limited and revocable right to access the Program.
- You grant Olive Group Ltd, and the applicable Payment Network Partner the right to access and utilize your Card transaction and Card-Use data of your Enrolled Card in order to calculate and share with us Card-Use data based on your Card transactions so that we can provide the agreed-upon benefits under the Program, including receipt of program offers and/or location-based offers presented via e-mail, push notifications, including the calculation of Cash Forward rewards and including the payment of those rewards to the Receiving Cause.
- You also grant us and our licensors the right to use Card transaction and Card-Use data for the purposes of improving services and the program. We do not sell your information, including your Card transaction and Card-Use Data.
- If, at our request, you send certain specific submissions or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by e-mail, by postal mail, or otherwise (collectively, “Comments”), you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, delete, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Comments throughout the world in any media, now known or later developed, for any purpose whatsoever, commercial or otherwise, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence, and you waive any and all moral rights in such comments.
- You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of any of our or our licensors’ websites. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third-party.
- Hope Factory and its licensors reserve all intellectual property rights in all elements including but not limited to design, all text, graphics, content, video, logos, audio and the selection and arrangement of the foregoing) of the websites associated with the Program. You agree not to reproduce, duplicate, copy, sell, resell or exploit any content or feature on the Website.
4. Program Participation Conditions.
The following conditions apply to you during your participation in the Program:
- you must register for a Program Account on our Platform and inform us promptly of any changes to the information provided in the creation of your Program Account;
- you must manage your Program Account credentials and keep them confidential and inform us if the security of your credentials has been compromised. We may require you to reset your password or take other steps to protect your Program Account. We retain the right to take other actions as needed in respect of your Program Account;
- if any communication you receive looks suspicious or has hyperlinks that you do not expect, do not open the communication or click the hyperlink. Instead, email us at firstname.lastname@example.org
- only the Program Account holder can Enrol their Card in the Program;
- if your Enrolled Card is cancelled or expires, you must update the Program Account with current information in order to be eligible to receive benefits under the Program;
- you may stop transaction monitoring on an Enrolled Card at any time by deactivating it or removing it from your account in the settings of your Program Account; and
- you may cease participation in the Program at any time by deactivating your Program Account which will release you from our Program Terms. As part of the process of deactivating your Program Account, you must ensure that all Enrolled Cards have been unenrolled.
5. Program Mechanics.
When you enrol your card into a Program, each transaction you complete with the Enrolled Card will be considered for eligibility for all Offers available under the Program. Not all your transactions may be tracked. Only certain types of Cards (e.g. Visa, Mastercard, and other eligible credit cards, and certain Visa and Mastercard debit cards that do not use pin pad for the transaction) are eligible to benefit from the program. The list of eligible cards may change from time to time without any liability to you. The Offers that may be available to you in Programs include:
a. Cash Forward.
- When you use your Enrolled Card in a transaction that qualifies for a Cash Forward Offer (as determined by the Payment Network), the Cash Forward amount will be collected from the Merchant by Hope Factory and deposited directly into the account of the Receiving Cause designated by the Offer.
- Unless otherwise specified in the Program Terms or in an Offer, the amount of Cash Forward will be calculated based on the entire amount spent on an Enrolled Card in a transaction. The Merchant may stipulate a maximum eligible Cash Forward amount to include or eliminate gratuity amounts from the total amount spent on a given transaction by an Enrolled Card for the purposes of calculating Cash Forward. Please read the details of any Cash Forward Offer that you wish to avail yourself of in respect of your Enrolled Card transaction to ensure you fully understand the Offer.
- For further clarity, at no time will the qualification of a Cash Forward Offer direct the reward to your own account.
b. Cash Forward Boosts.
- When your transaction qualifies for a Cash Forward reward, a Boost (offered by a secondary Business/Merchant, the “Booster”, to match a certain percentage of the reward) your Cash Forward and resulting Boost amount will be collected from the Booster by Hope Factory and deposited into the Receiving Cause account.
- Unless otherwise specified in the Program Terms or in an Offer, the amount of Cash Forward and Boost will be calculated based on the entire amount spent on an Enrolled Card in a transaction. The Boost dollar value is simply a percentage calculation based on the cash value of the Merchant Cash Forward Donation value. Please read the details of any Offer that you wish to avail yourself of in respect of your Enrolled Card transaction to ensure you fully understand the Offer.
- For further clarity, at no time will the qualification of a Cash Forward Boost direct the reward to your own account.
You agree to indemnify, defend, and hold Hope Factory, its affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors, and permitted assigns, their licensors and the Program Vendor, Visa and Mastercard harmless from losses that arise from third-party claims in relation to your breach of the Program Terms, or any fraud or other breach of laws by you.
7. Limitation of Liability.
IN NO EVENT WILL HOPE FACTORY AND ITS LICENSORS, OR PROGRAM VENDOR, VISA OR MASTERCARD BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF USE, DATA, INFORMATION, OR REVENUE, PROFITS OR BUSINESS INTERRUPTION, WHATSOEVER IN RELATION TO OR ARISING UNDER THE PROGRAM TERMS, WHETHER SUCH DAMAGES ARE BASED IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IF HOPE FACTORY OR ITS LICENSORS, OR PROGRAM VENDOR, VISA OR MASTERCARD SHOULD BE FOUND LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH THE PROGRAM, SUCH PARTIES’ CUMULATIVE LIABILITY WILL IN NO EVENT EXCEED CAD$100.
8. Additional Disclaimers.
You waive and release Hope Factory, its affiliates, licensors and their subsidiaries, affiliates, partners, officers, directors, employees and agents from any liabilities arising from or related to any act or omission of a Merchant in connection with your use or redemption of the program or the goods, services or experiences that a Merchant provides in connection with the Program.
THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”, AND HOPE FACTORY AND ITS AFFILIATES, LICENSORS AND SUPPLIERS, INCLUDING THE PROGRAM VENDOR, VISA AND MASTERCARD, EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. WE DO NOT WARRANT ANY THIRD-PARTY, ITS PRODUCTS, OR SERVICES, INCLUDING THIRD-PARTY LINKS. WE DO NOT VERIFY THE ACCURACY OR RELIABILITY OF ANY INFORMATION ON ANY THIRD-PARTY PROPERTY, INCLUDING MATERIALS AND PERSON’S COMMENTS ON ANY SITE, AND DO NOT REVIEW, APPROVE, MONITOR, ENDORSE, WARRANT, OR MAKE ANY REPRESENTATIONS OF ANY KIND IN RESPECT OF SUCH MATERIALS.
YOUR ONLY REMEDY WITH RESPECT TO ANY DISSATISFACTION WITH THE PROGRAM, OTHER SERVICES OR ANY MATERIALS, WILL BE TO CANCEL YOUR PROGRAM ACCOUNT AND TO STOP USING THE PROGRAM.
This Agreement and the licence granted hereunder shall remain in effect until terminated as set forth herein. Term does not end until all Cards are unenrolled from the Program and your Program Account is deactivated.
10. Termination and Suspension of Program.
Terms for Card-linked Offers may change, or the Offer may expire or terminate at any time without additional obligation to you. Neither Hope Factory nor its license source or third-party service provider involved in the Program shall be liable to you for any suspension, modification or termination of a Card-linked Offer or the Program.
Without limiting anything else in the Program Terms, Hope Factory reserves the right, in its sole discretion, to suspend or terminate your participation in one or more Card-linked Offers if we suspect that any information you provide is inaccurate or incomplete, or you fail to meet the eligibility requirements, fail to comply with the terms of any Offers or otherwise violate the Program Terms.
Upon cancellation, termination or deactivation of your Program Account, (i) all rights, licenses, consents and authorizations granted to you pursuant to the Program Terms shall immediately terminate, and (ii) we may pay out any amounts to which you are entitled in respect of monies present in your Program Account.
Notwithstanding anything to the contrary in the Program Terms, with respect to information and materials in our possession or control at the time of cancellation, termination or deactivation of your Program Account: (i) we may retain your data in our backup, archive and disaster recovery systems until such data is deleted in the ordinary course; and (ii) all information and materials described in the foregoing clause shall remain subject to all confidentiality, security and other applicable requirements of the Program Terms.
- Governing Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction).This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
- Dispute Resolution through Arbitration. All disputes, disagreements, controversies, questions or claims arising out of or relating to the Program Terms, including with respect to its formation, execution, validity, application, interpretation, performance, breach, termination or enforcement, (“Disputes”), will, except when resolvable by the Parties, be determined by a sole arbitrator (the “Arbitrator”) under the Arbitration Act, 1991 (Ontario) (the “Arbitration Act”) in English in the city of Toronto, Ontario pursuant to the law of the Province of Ontario. The Arbitrator will have the right to determine all questions of law and jurisdiction, including questions as to whether a Dispute is arbitrable, and will have the right to grant legal and equitable relief including permanent and interim injunctive relief, and final and interim damages awards. The Arbitrator will also have the discretion to award costs of the arbitration, including reasonable legal fees and expenses, reasonable experts’ fees and expenses, reasonable witnesses’ fees and expenses, and pre-award and post award interest and costs, provided that the Arbitrator will not make an award of costs on a distributive basis. The fees of the Arbitrator will be paid equally by the Parties and subject to section 44 of the Arbitration Act, the Arbitrator’s determination of a Dispute will be final and binding and there will be no appeal of that determination on any ground.
- Interim Relief. Prior to the appointment of the Arbitrator, the Parties may apply to the courts for interim relief. A request for interim relief by a Party to court will not be considered to be incompatible with Section 11 or as a waiver of that provision. d. Declaratory Relief. The Arbitrator may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Subject to the exception set out in respect of the parties who may be a named party to a claim, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND HOPE FACTORY AND ITS LICENSORS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the Arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or group proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
- Force Majeure. We will not be responsible or liable to you, or deemed in default or breach hereunder by reason of any failure or delay in the performance of our obligations hereunder where such failure or delay is due to strikes, labour disputes, civil disturbances, riot, rebellion, invasion, hostilities, war, terrorist attack, embargo, natural disaster, epidemics, pandemics, including, but not limited to, the 2019 novel coronavirus disease (COVID-19) pandemic, acts of God, flood, tsunami, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or your equipment, loss and destruction of property or any other circumstances or causes beyond our reasonable control.
- All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand; (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the second day after the date mailed , by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid. Communications to us are to be provided to 25 Montgomery Ave., Suite 1401, Toronto, ON M4R 0A1, Attention: Legal. We will communicate notices to you via the information you provide us with for the purposes of providing notice.
- Entire Agreement.This Agreement, together with all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
- Successors and Assigns; Third-Party Beneficiaries. Except for Olive Group Ltd., which shall be a third-party beneficiary under the Program Terms, the Program Terms are for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Program Terms.
- Amendments and Modifications. The Program Terms may be amended, modified or supplemented from time to time by us in writing and notice will be provided to you upon any such changes occurring. You may not amend, modify or supplement the Program Terms in any way without a signed written agreement of both you and Hope Factory. Any attempt by you to do so without a signed written agreement will be void.
- No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- The Parties confirm that it is their express wish that this Agreement, as well as any other documents related to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s’y rattachant, y compris tous avis, annexes et autorisations s’y rattachant, soient rédigés en langue anglaise seulement.
- The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.