TERMS & CONDITIONS


1. ACCEPTANCE OF TERMS
Samba Rewards International Ltd. provides services through Samba Rewards for members to shop at www.sambarewards.com and manage every purchase on your behalf. Samba Rewards can do this using a variety of tools over the Internet's World Wide Web currently located at the URL addresses www.sambarewards.com (the "Service"). Our provision of this Service is subject to the following terms and conditions and any rules, guidelines or policies (collectively, "Terms of Service") that may be published from time to time by Samba Rewards International Ltd. Samba Rewards International Ltd. may update any or all of the Terms of Service from time to time without notice. You understand that the Service is provided "AS-IS" and that Samba Rewards International Ltd. assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any member, sponsor, organization, company or group communication.

2. USER REGISTRATION, PASSWORD AND SECURITY
As a condition of using the Service, you agree to: (a) provide true, accurate, current and complete information about yourself and your employer (the "Registration Data") as prompted by the forms; (b) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete or Samba Rewards International Ltd. has reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete, Samba Rewards International Ltd. has the right to suspend or terminate your account and refuse any and all current or future use of the Service. You will receive a password upon completing the Registration Form. You are responsible for maintaining the confidentiality of that password. You agree to notify Samba Rewards immediately of any unauthorized use or loss of your password.

3. MEMBER PRIVACY
Registration Data and certain other information you provide to or through the Service are subject to our Privacy Policy.

4. MEMBER CONDUCT
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you are entirely responsible for all Content that you upload, post, email or otherwise transmit using the Service. Samba Rewards International Ltd. does not control the Content posted using the Service and as, such does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstance will Samba Rewards International Ltd. be liable in any way for any Content, including, but not limited to, errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content uploaded, posted, emailed or otherwise transmitted or hosted using the Service. You acknowledge that Samba Rewards International Ltd. does not pre-screen Content, but that Samba Rewards International Ltd. shall have the right (but not the obligation) to refuse or move or delete any Content that is made available using the Service, including without limitation any Content that violates the Terms of Service or is otherwise objectionable. You agree that you must evaluate, and bear all rights and obligations associated with, the use of any Content, including reliance on the accuracy, completeness or usefulness of such Content. You also acknowledge and agree that Samba Rewards International Ltd. may preserve or remove Content and may disclose Content, including information about your account or your use of the Service, to any third party if required to do so by law or in the good faith belief that such preservation, removal or disclosure is necessary to:
(a) comply with legal process;
(b) enforce the Terms of Service;
(c) respond to claims that any Content violated the rights of third parties;
(d) protect the rights, property, or personal safety of Samba Rewards International Ltd., its members or the public. By way of example, and not as a limitation, you agree that Samba Rewards International Ltd. may remove Content or terminate your account without notice, if Samba Rewards International Ltd. believes, in its sole discretion, that you are engaged in any of the following activities:
1. uploading, posting, emailing or otherwise transmitting any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
2. harming minors in any way;
3. impersonating any person or entity, including, but not limited to, an Samba Rewards employee, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
4. creating false, misleading or duplicative addresses for members in order to disguise the destination of any Content transmitted through the Service;
5. forging headers or otherwise manipulating identifiers in order to disguise the origin of any Content transmitted through the Service;
6. adopting of names and addresses for the purpose of cybersquatting;
7. uploading, posting, emailing or otherwise transmitting any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
8. uploading, posting, emailing or otherwise transmitting any Content that infringes any patent, trademark, trade secret, copyright, publicity or other proprietary right ("Rights") of any party;
9. uploading, posting, emailing or otherwise transmitting any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of such solicitation;
10. uploading, posting, emailing or otherwise transmitting any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
11. interfering with or disrupting the Service or servers or networks connected to the Service, or disobeying any requirements, procedures, policies or regulations of networks connected to the Service;
12. intentionally or unintentionally violating any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
13. "stalking" or otherwise harassing another; or
14. harvesting or otherwise collecting information about others, including email addresses, without their consent.

5. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the country in which you reside.

6. MEMBERSHIP FEES
There are no membership fees.

7. TERMINATION
You agree that Samba Rewards International Ltd., in its sole discretion, may terminate your password, account or use of the Service, and remove and discard any Content within the Service, for any reason, including without limitation, for lack of use or if Samba Rewards International Ltd. believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Service. Samba Rewards International Ltd. may also, in its sole discretion and at any time, discontinue providing the Service, or any part thereof, without notice. You agree that any termination of access to the Service under any provision of the Terms of Service may be effected without notice, and acknowledge and agree that Samba Rewards International Ltd. may immediately deactivate or delete your account and all related information and files in your account bar any further access to such files or the Service. Further, you agree that Samba Rewards International Ltd. shall not be liable to you or any third party for any termination of access to the Service.

8. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, the Service, use of the Service or access to the Service.

9. PRACTICES REGARDING USE AND STORAGE OF DATA
You agree that Samba Rewards International Ltd. has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted through the Service. You acknowledge that Samba Rewards International Ltd. reserves the right to terminate accounts that are inactive for an extended period of time. You acknowledge and agree that Samba Rewards International Ltd. reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

10. INDEMNIFICATION
You agree to indemnify, defend and hold harmless Samba Rewards International Ltd. from any loss, liability, claim, demand, damage, or expenses (including reasonable attorney's fees) asserted by any third party due to or arising from or in connection with:
(a) the Content you upload, submit, post, or transmit through the Service;
(b) your use of the Service;
(c) your connection to the Service;
(d) your violation of the Terms of Service, or
(e) your violation of the rights of another.

Samba Rewards International Ltd. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, which shall not excuse your indemnity obligations.

11. The merchants in the online marketplace do not necessarily endorse, promote or support the individual member organizations of Samba Rewards International Ltd.

12. MODIFICATIONS TO SERVICE
Samba Rewards International Ltd. reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Samba Rewards International Ltd. shall not be liable to you or any third party for any modification to or discontinuance of the Service.

13. CONTENT POSTED ON THE SERVICE
You agree that upon posting any material on the Service, you grant Samba Rewards International Ltd. and its successors and assigns, a non-exclusive worldwide, royalty free, perpetual, non-revocable license under your copyrights or other intellectual property rights, if any, in such material to distribute, display, and reproduce such material to other members. You also grant Samba Rewards International Ltd. the right to authorize the downloading and printing in whole or in part of any material that you have posted to a group on the Service, by members for their personal use. You agree to take whatever action necessary to protect your own intellectual property rights in such Content, including the posting of appropriate copyright notices.

14. SAMBA REWARDS PROPRIETARY RIGHTS
You acknowledge and agree that the Content, including but not limited to text, software, music, sound, photographs, graphics, video, page layout and design or other material contained in the Service or information presented through the Service by Sponsors, Samba Rewards or Members is protected by their copyrights, trademarks, service marks, patents, or other proprietary rights and laws. The Content received through the Service may be displayed, reformatted, and printed by you for your personal, non-commercial use only. You agree not to modify, copy, reproduce, republish, upload, post, transmit, sell or distribute in any way the Content available through the Service, including code and software.

15. EXTERNAL LINKS
The Service may provide, or third parties may provide, links to other World Wide Web sites and resources. You acknowledge and agree that Samba Rewards International Ltd. is not responsible for the availability of these outside resources, and does not endorse and is not responsible for any Content, advertising, products or other material on or available from such sites or resources. You further acknowledge and agree that Samba Rewards International Ltd. shall not be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused by use of or reliance on any such Content, goods or services available on or through any such sites or resources.

16. DEALINGS WITH MERCHANTS, SPONSORS, MEMBERS, AND OTHER THIRD PARTIES
Your correspondence or business dealings with, or participation in promotions of Sponsors, Members, or other third parties found on or through the Service, including payment and delivery of related goods or services, and other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Sponsor or Member. You agree that Samba Rewards International Ltd. shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such Sponsors or Members on the Service. Samba Rewards International Ltd. will do its best to bring a wide variety of merchant listings to the marketplace, however, it is not responsible for the content or the nature of such merchants and their products and will not be held responsible for purchases made from any merchant.

17. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SAMBA REWARDS INTERNATIONAL LTD. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SAMBA REWARDS INTERNATIONAL LTD. MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY ERRORS IN THE SERVICE WILL BE CORRECTED OR (E) THIS SERVICE OR THE CONTENT RETRIEVED THROUGH IT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SAMBA REWARDS INTERNATIONAL LTD. MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES OR THE DELIVERY OF ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM ITS SPONSORS, THIRD PARTIES OR MEMBERS, OR REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH SUCH MEMBER, THIRD PARTIES OR SPONSORS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS RECEIVED AT YOUR OWN RISK AND YOU WILL BE RESPONSIBLE FOR ANY DAMAGE TO YOU COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SAMBA REWARDS INTERNATIONAL LTD., SAMBA REWARDS OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE. LIMITATION OF LIABILITY: YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SAMBA REWARDS INTERNATIONAL LTD. BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SAMBA REWARDS INTERNATIONAL LTD., OR SAMBA REWARDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (A) THE USE OR THE INABILITY TO USE THE SERVICE FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR CONTENT RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS, CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; OR (F) ANY OTHER MATTER RELATING TO THE SERVICE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SAMBA REWARDS INTERNATIONAL LTD. IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY AND PUBLICITY RIGHTS. IF YOU ARE DISSATISFIED WITH THE SERVICE, THE MATERIALS AVAILABLE ON OR THROUGH THE SERVICE, OR WITH ANY OF THE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

18. NOTICES
Notices may be provided to you by email or regular mail. The Service may also provide indirect notice of changes to the Terms of Service or other matters by displaying notices or links to notices to you generally on the Service. It is up to you to make sure Samba Rewards has your up to date email address and contact information.

19. TRADEMARKS
and Samba Rewards are trademarks of Samba Rewards International Ltd. and on its website, it displays trademarks of 3rd parties. You agree that you will not, without prior written permission, display or use in any manner the trademarks displayed on thegiftcardboutique.com website.

20. COPYRIGHTS AND COPYRIGHT AGENTS
Samba Rewards International Ltd. respects the intellectual property of others and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Samba Rewards Copyright Agent with the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) a description of the copyrighted work that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on the site;
(d) your address, telephone number and email address;
(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
(f) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Samba Rewards Copyright Agent for notice of claims of copyright infringement can be reached at the following address:
Legal Counsel c/o
Samba Rewards International Ltd.
7025 Tomken Road, Unit 26, Mississauga, Ontario, L5S 1R6
By phone: (905) 362-4200 xt. 260
By email: info@sambarewards.com

21. MISCELLANEOUS
The Terms of Service constitute the entire agreement between you and Samba Rewards International Ltd. (Samba Rewards) and govern your use of the Service, superseding any prior agreements between you and Samba Rewards International Ltd. The Terms of Service and the relationship between you and Samba Rewards International Ltd. shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to its conflict of law provisions. You and Samba Rewards International Ltd. agree to submit to the personal and exclusive jurisdiction of the courts located in the Province of Ontario. The failure of Samba Rewards International Ltd. to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, then such provision(s) shall be construed, as nearly as possible, to reflect the parties' intentions, and the other provisions of the Terms of Service shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or to the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect or significance.

22. VIOLATIONS:
Please report any violations of the Terms of Service to:
Legal Counsel c/o
Samba Rewards International Ltd.
7025 Tomken Road, Unit 26, Mississauga, Ontario, L5S 1R6
By phone: (905) 362-4200 xt. 260
By email: info@sambarewards.com

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