TERMS OF USE

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE.

This web site (the “Site”) is provided by Groovy Company, Inc. (“we”, “us” or “our”). By accessing the Site, you agree to the terms and conditions in this agreement (“Agreement”). This Agreement applies exclusively to your access to and use of the Site, and does not alter any other agreement you may have with us.

Use of the site

The Site may be used for obtaining information about, and enrolling and participating in, a rewards program we offer for using payment cards at participating merchants (“Program”). In order to access the Site, you must be at least 18 years old and a resident of the United States. We do not knowingly market to, or solicit or collect information from, children under the age of 18.

Passwords

We may establish an account on the Site for you (“Account”) in which you can obtain information, from time to time, about your participation in our Program. Access to your Account at the Site requires you to use a login identification (“Login ID”) and password (“Password”) that you select. You agree to keep your Login ID and Password confidential and not share them with anyone else. We may treat any person using your Login ID and Password to have authority to access your Account and act on your behalf with respect to the Program.

Limited license

We grant you a non–exclusive, non–transferable, limited right to access, display and use the Site, and all images, illustrations, designs, icons, photographs, software, video clips, and written and other materials (“Contents”) on the Site, for your personal, non–commercial purposes.

We also authorize you to download Content on the Site, subject to your agreement that: (1) you will not obtain any ownership or title to the Content; (2) you may use the Content solely for your personal use in learning about, evaluating, or participating in programs offered by us, and not for any commercial purposes; (3) you may not modify the Content, or sell, assign or transfer the Content to any person; (4) you may not reproduce, disclose, display or distribute the Content in any public or commercial manner; and (5) you will not alter or remove any copyright notice, proprietary legend or other notice contained in any Content.

The Site as a whole, and all Content, is protected by copyright, trademarks, trade dress and/or other intellectual properties owned by or licensed to us, unless otherwise noted. All rights in the intellectual property relating to the Site and any Content are reserved, and you agree not to take any action to register or otherwise interfere with or challenge any intellectual property rights relating to the Site or the Content.

User conduct

You agree not to: (1) disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers or networks connected to or accessible through the Site or affiliated or linked web sites; (2) disrupt or interfere with any other person’s access, use or enjoyment of the Site or affiliated or linked web sites; (3) upload, post or otherwise transmit through or on the Site any viruses or other harmful, disruptive or destructive files; (4) use or attempt to use or access another person’s account or personal information, or create or use a false identity on the Site; (5) attempt to obtain unauthorized access to the Site or portions of the Site which are restricted from general access; and (6) violate any local, state or federal laws or regulations that apply to your access to or use of the Site.

Links

The Site may contain links to third party services and resources. We do not control the availability and content of these third party sites. Any concerns regarding any such service or resource, or any link thereto, should be directed to the particular third party service or resource that provides the content. The existence of a link to a third party site does not constitute our endorsement or recommendation of the third party or the third party’s site.

WE DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGES ARISING FROM THE CONTENT OR PROVISION OF SERVICES OF ANY THIRD PARTY SERVICE OR RESOURCE.

You must receive our prior written permission before creating a link to the Site. Any unauthorized links or false or misleading uses of the Site or our trademarks or service marks is prohibited. You may not use any robot, spider or other device to monitor Content on the Site.

Information provided by you

All reviews, surveys, comments, feedback, and other information about your dining experiences, Participating Merchants, or participation in the Program disclosed, submitted, or conveyed by you to us (which we refer to collectively as “Comments”) may be reprinted, used, displayed, redistributed, shared, transmitted, excerpted, modified, and/or disseminated (in whole or in part) by us or others consistent with the terms of our Privacy Policy or any other applicable terms. Your provision of Comments to us constitutes a nonexclusive, royalty–free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Comments throughout the world in any media. You warrant that: (i) any use of Comments by us will not violate any right of any third party; and (ii) any Comments are not libelous, unlawful, or obscene.

Limitation of damages

All information provided on the Site (the “Information”) is subject to change without notice. While efforts have been made to make the Site helpful and accurate, we do not warrant the accuracy of the Information. We do not provide a warranty regarding virus–free use of the Site or use of any Content downloaded from the Site.

THE SERVICES PROVIDED BY US WITH RESPECT TO THE SITE AND ALL CONTENT ON THE SITE ARE PROVIDED “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY THAT THE SERVICES SUPPLIED UNDER THIS AGREEMENT ARE OF A REASONABLY ACCEPTABLE QUALITY. WE DO NOT WARRANT THAT FUNCTIONS CONTAINED ON THE SITE WILL BE UNINTERRUPTED OR ERROR–FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, CONTENT OR THE SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT SUCH USE IS AT YOUR SOLE RISK AND THATWE WILL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONTINGENT, CONSEQUENTIAL, RELIANCE OR SPECIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH YOUR USE OF THE SITE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WE WILL NOT BE LIABLE FOR UNAUTHORIZED ACCESS BY THIRD PARTIES TO YOUR TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS OR DESTRUCTION OF YOUR NETWORK, SYSTEMS, APPLICATIONS, DATA FILES,PROGRAMS, PROCEDURES, OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD.

THESE LIMITATIONS OF LIABILITY SHALL APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, OR TORT, AND SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.

Indemnity

You agree to defend, indemnify and hold us and our subsidiaries, affiliates, successors and assigns, and our and their respective shareholders, directors, officers, employees and agents, harmless from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or relating to your use of the Site, except to the extent that we fail to perform our express obligations to you under this Agreement.

Mandatory arbitration

Any claim, dispute, or controversy between you and us or any holder of this Agreement, or the employees, agents or assigns of any of them, arising from or relating to the Website or this Agreement (or any prior agreement between you and us with respect to the Website), or the relationships which result from this Agreement (“Claim”), including but not limited to any tort or statutory Claim, and any Claim seeking monetary, equitable, or other relief will be, upon the election of any party to the dispute, resolved by neutral binding arbitration administered by the National Arbitration Forum (“NAF”), under the Code of Procedure (“Code”) of the NAF in effect at the time the Claim is filed. Claims include past, present, and future Claims. Any arbitration hearing at which the parties appear personally will take place at a location within the United States federal judicial district in which you reside. Rules and forms of the NAF may be obtained and all claims will be filed at any NAF office, www.adrforum.com or by calling 1–800–474–2371.

You and we will each be responsible for paying our own fees, costs and expenses and the arbitration fees as designated by the Code. However, for a Claim of $15,000 or less, if you so request in writing, we will pay your arbitration fees due to the NAF; for a larger Claim, we will consider any request to pay your fees due to the NAF. The arbitrator’s power to conduct any arbitration proceeding under this arbitration agreement will be limited as follows: any arbitration proceeding under this Agreement will not be consolidated or joined with any arbitration proceeding under any other agreement,or involving any other property or premises,and will not proceed as a class action or any other proceeding involving multiple claimants. Only a court, not an arbitrator, may determine the validity of the preceding sentence. We will not elect to arbitrate an individual Claim brought in a small claims (or equivalent) court, unless that Claim is transferred, removed, or appealed to a different court. The arbitrator will apply all applicable substantive law.

The decision of the arbitrator will be a final and binding resolution of the Claim. This arbitration agreement is made pursuant to a transaction involving interstate commerce and will be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1–16. Judgment upon the award may be entered in any court having jurisdiction.

THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, AND TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING INVOLVING MULTIPLE CLAIMANTS, BUT THEY CHOOSE TO HAVE ANY DISPUTES DECIDED THROUGH INDIVIDUAL ARBITRATION.

If you are enrolled in a Program, and the agreement we have with you for the Program has an arbitration provision, this arbitration provision will not apply to the extent that the arbitration provision in the other agreement applies.

Changes

We reserve the right, at our sole discretion, to modify, add or remove (“Change”) any portion of this Agreement in whole or in part, at any time. Changes in this Agreement will be effective when posted on the Site. Your continued use of the Site after any Changes to this Agreement are posted will be considered acceptance of those Changes.

We may terminate, change, suspend or discontinue any aspect of the Site, including the availability of any features of the Site, at any time. We also may impose limits on certain features and services or restrict your access to part or all of the Site without notice or liability.

Enforcement and choice of law

This Agreement shall be governed by the laws of the Illinois, without regard to its conflict of laws principles. For all disputes arising from or related to the Site, you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Illinois. If any part of this Agreement is unenforceable, such part will not make any other part of this Agreement unenforceable, except that if the part of the Arbitration provisions prohibiting arbitration involving a class action or multiple claimants is unenforceable, all of the Arbitration provisions in this Agreement shall be unenforceable.

Events and specials terms of use

Groovy Company is pleased to offer the Groovy Company Events and Specials as a means for our Restaurant Partners to communicate bespoke messages (the “Content”) directly to consumers (broadly, the “Services”). Please review the Groovy Company Events and Specials Rules and Guidelines, which outline how to use the Services and what is prohibited on the Services. You may use the Services only in compliance with these Terms and all applicable laws, rules, and regulations.

Use of the service

You are responsible for your use of the Services and for any Content you provide, including compliance with applicable laws, rules, and regulations. You should only provide Content that you are comfortable sharing with others.

You retain your rights to any Content you submit, post, or display on or through the Services. What’s yours is yours — you own your Content.

By submitting, posting, or displaying Content on or through the Services, you grant us a worldwide, non- exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such Content in any and all media or distribution methods (now known or later developed). This license authorizes us to make your Content available and to let others do the same. You agree that this license includes the right for Groovy Company to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations, or individuals for the syndication, broadcast, distribution, promotion, or publication of such Content on other media and services, subject to our terms and conditions for such Content use. Such additional uses by Groovy Company, or other companies, organizations, or individuals, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit, or otherwise make available through the Services.

You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for any Content that you submit, post, or display on or through the Services. You agree that such Content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Groovy Company the license described above.

Content reporting and removal

We reserve the right to remove Content that violates the UserAgreement, including for example, copyright or trademark violations, impersonation, unlawful conduct, or harassment.

If you believe that your Content has been copied in a way that constitutes copyright infringement, or that Content is otherwise offensive in violation of the Reward Network Offers Platform Rules, please report this by contacting us at:

Groovy Company,Inc. Attn:

Privacy Officer 1000 Brickel Ave

Miami, FL 33131

Email: info@ groovy.click

Telephone: 1.844-9GROOVY (9:00 AM to 5:00 PM Mountain)

General provisions

In consideration for Groovy Company granting you access to and use of the Services, you agree that Groovy Company and its third-party providers and partners may place advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others. You also agree not to misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide. You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Groovy Company’s computer systems, or the technical delivery systems of Groovy Company’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Groovy Company (and only pursuant to the applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Groovy Company (NOTE: crawling the Services is permissible if done in accordance with the provisions of the robots.txt file, however, scraping the Services without the prior consent of Groovy Company is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Groovy Company, its users and the public. Groovy Company does not disclose personally-identifying information to third parties except in accordance with our Privacy policy.

Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. The “Groovy Company Entities” refers to Groovy Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE GROOVY COMPANY ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The Groovy Company Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security, or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Groovy Company Entities or through the Services, will create any warranty or representation not expressly made herein.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GROOVY COMPANY ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE GROOVY COMPANY ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID GROOVY COMPANY, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE GROOVY COMPANY ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

These Terms of Use are governed by the internal laws of the State of Wyoming, without reference to its conflicts of laws rules. Groovy Company reserves the right to alter these Terms of Use at any time.