Terms and Conditions

MOTO REWARDS

TERMS AND CONDITIONS OF USE

THIS IS AN AGEEMENT BETWEEN YOU AND IN GROUP MARKETING, LLC, A FLORIDA LIMITED LIABILITY COMPANY, d/b/a MOTO REWARDS, WITH ITS MAILING ADDRESS AT 14540 N. FLORIDA AVE., TAMPA, FLORIDA, 33613. THIS AGREEMENT DESCRIBES THE TERMS AND CONDITIONS FOR USE OF OUR MOBILE APP SERVICES (THE “APP”) AND OUR WEBSITE FOUND AT WWW.MOTOREWARDS.NET (THE “WEBSITE”) (AND COLLECTIVELY REFERRED TO AS OUR “SERVICES).

YOU SHOULD REVIEW THIS ENTIRE AGREEMENT BEFORE USING OUR SERVICES OR INDICATING YOUR ACCEPTANCE OF THESE “TERMS AND CONDITIONS OF USE” (“TERMS OF USE”) BELOW. YOU WILL BE BOUND BY THESE TERMS OF USE, WITHOUT MODIFICATION BY YOU, IMMEDIATELY UPON INDICATION OF YOUR ACCEPTANCE BELOW, OR BY CONTINUED USE OF OUR SERVICES. IF YOU DO NOT WISH TO AGREE TO THESE TERMS OF USE, YOU MAY NOT REGISTER FOR OUR SERVICES OR PARTICIPATE IN ANY PROGRAM OFFERED BY MOTO REWARDS.

1. Scope and Terms of Use:

Effective upon indicating agreement, these “Terms and Conditions of Use” (“Terms of Use”) will govern your use and access to the information provided as a user or advertiser on or for our Services. Please review these Terms of Use carefully before you indicate agreement. As used in these Terms of Use, the word “You” shall mean you, the user, or the member. The word “us”, “our”, or “we” shall mean In Group Marketing, LLC, d/b/a Moto Rewards.

2. Description of Services Provided on Our Website:

After indicating agreement to these Terms of Use, we will grant you a limited license to access secured portals of our Website and App. Access to these portals may grant you the ability to review offers and promotions, to track points that you have given and/or received through use of our offers and promotions, to purchase items through our online store, to alert dealers that you desire to sell your bike, radio and GPS related features, to update your current contact information, register as a user or member, or other functions as we determine and/or permit. Not all features of our Services are available to all users and/or members. The information provided and accessible on our Services is for your use only and not for further distribution to any other person or entity.

You understand, agree and acknowledge that some of the points that members earn through our Services are the result of information we receive from third party advertisers. As such, you agree to hold us harmless for any discrepancies in point balances. If you feel that your points balance is incorrect, please contact us at support@motorewards.net. We will investigate your concern and respond within a reasonable time. Due to the nature of our Services, some offers, including but not limited to coupons and discounts, will be available for a limited time, and are subject to immediate change and/or termination without notice to you.

You are solely responsible for your ability to access our Services, including all necessary devices, hardware and software for system compatibility. You are solely responsible for protecting your device against interference, spyware or viruses that may result from downloading items from our Services. We recommend you install a virus protection program on your device and keep it up to date. We shall have no liability for your inability to access our Services, at any time, or for any reason.

3. Authority and Capacity

You represent, agree, and warrant the following:

a) You are at least eighteen (18) years old;

b) You have the power, authority and capacity to agree to these Terms of Use;

c) Any information you provide to us will be true, accurate and current;

d) You will update your information as necessary so that it remains true, accurate and current;

e) You will immediately report to us any information that is inaccurate or outdated;

f) You will not use our Services for the purpose of spamming.

4. Profile Creation / Password Security:

When you register with us for a member account, we ask you to provide profile and contact information and create a user identification (“User ID”) and password. You agree that you will provide complete, current and accurate information about yourself or your entity, as requested and in accordance with the terms contained in this Terms of Use. It is your sole responsibility as a user or member to keep your information updated. We will automatically terminate any User ID that has not been used to access our Services for a period of one year from the date the User ID was created.

You are responsible for maintaining the confidentiality and security of your User ID and password, and for all activities that occur while using your User ID and password. You should not share your User ID and password with any person or entity. We will not be liable for any loss you may incur as a result of another person or entity using your User ID and password, either with or without your knowledge. YOU AGREE THAT YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ANY ACTIVITIES OR ACTIONS TAKEN UNDER YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH ACTIVITIES OR ACTIONS.

If you become aware that the security of your User ID and password has been compromised, you must notify us immediately at support@motorewards.net.

You shall not impersonate any person or entity or otherwise misrepresent your identity. This includes, but is not limited to, misrepresentation of your affiliation with any person or entity, using another person’s username, password or account information, or another person’s name or other identifying information. If we have reason to suspect any such information you provided is not authorized, accurate, current or complete, we may refuse you access to our Services without notice, in addition to other available remedies under contract, at law and in equity.

5. Rules of Conduct:

You agree and consent to abide by our Rules of Conduct, and adhere to all applicable local and national laws. You are solely responsible for all content you upload or post onto our Website and/or App. You represent, agree and warrant that you will not use our Services in any manner and for any purpose prohibited by law, or prohibited under these Terms of Use. You may not use our Services for any activity that is unlawful, and you must not post, publish, or otherwise communicate on our Website and/or App any information, language or material that may be considered and/or interpreted as follows:

a) Defamatory, libelous, indecent, obscene, fraudulent, threatening, abusive, invades an individual or group’s privacy, proprietary or other legal rights, for any reason;

b) Contains viruses, worms, trojan horses, defects, harmful code, or other damaging information, programs, or software that may be harmful to our Website and/or App, or our hardware or equipment;

c) Harms or disrupts, or intends to harm or disrupt, another user’s computer or would allow you or others to illegally access software or bypass security on websites or services, including but not limited to, spamming;

d) Invades anyone’s privacy by attempting to harvest, store, or publish private or personally identifiable information, such as passwords, account information, addresses, or other contact information without their knowledge or consent;

e) Misrepresents anything you upload or post, including impersonation of another individual or entity;

f) Violates any applicable laws, regulations, or ordinances;

g) Modifies, adapts, translates, distributes, reverse engineers, decompile, or disassembles any portion of our Services.

6. Violation of Terms:

If you violate this agreement, we may take action against you including, without limitation, removing your content from our Services, suspending your access to our Services, asking you to refrain from certain activities, and/or referring such activity to the appropriate authorities.

We reserve the right to investigate suspected violations of our Terms of Use and seek all remedies available under contract, at law and in equity, for violations of these Terms of Use, including but not limited to, blocking access from a particular Internet address, or otherwise suspended or terminating access without notice. We reserve the right to interrupt or restrict your access to our Services without notice if we suspect fraudulent, unlawful, or abusive activity to ensure the security and integrity of our Services. Our Website and our App are secured using commercially reasonable efforts but you acknowledge and agree that there is no guarantee that any information communicated over the Internet is completely secure.

7. Making Purchases with Us:

If you wish to purchase any products or services through our Website and/or our App, we will ask you to provide certain information applicable to your purchase, including but not limited to, payment information, mailing and billing addresses, and other requested information. Any such information will be treated in accordance with the terms contained in our Privacy Policy. All information that you provide to us, or our third party payment processor, must be accurate, current and complete. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED TO INITIATE ANY TRANSACTION. You agree to pay all charges incurred by you at the prices in effect when such charges are incurred and you also agree to pay any applicable taxes relating to your purchases.

Descriptions, images, features, specifications, products, price and availability of any products or services are subject to change without notice, and our current prices can be found on our Website and/or App. We make reasonable efforts to accurately display our available and current products and services and all related features on our Website and our App. We reserve the right, with or without prior notice, to (i) limit the available quantity of any product or service; (ii) discontinue any product or service; (iii) impose conditions on any coupon or promotional offer; and/or (iv) to refuse to provide any user with any product or service for any reason.

Once we deliver your purchase to the delivery services, you incur all risks of loss. When you place an order, we will not charge you until we ship the items ordered. We reserve the right to ship partial orders (at no additional cost to you), and the portion of any order that is partially shipped may be charged at the time of shipment.

8. Privacy:

Your privacy is important to us. We use certain information that you provide to us to operate, to attract advertisers, and to provide our promotions and services to you. You consent and agree that we may access, disclose, or preserve information associated with your use of our Services, including without limitation, your personal information and content, or information that we acquire about you through your use of our Services to match offers, promotions and advertisers to our users and potential clients. When we have a good faith belief it is necessary, we may also access, disclose or preserve your information to: a) comply with applicable law or respond to legal process from competent authorities; b) to enforce these Terms of Use or protect our rights or property or the rights and property of our independent contractors and clients; and c) to help prevent a loss of life or serious physical injury to anyone.

Some features of our services and/or promotions may be based on geo-location information. For these features, you must have “location services” enabled on your device. If you participate and enable “location services” then we will collect information about your location, but we will not share such location information to any third party, unless such information is required to allow you to access the services and/or promotion. You are not required to participate in these service and/or promotions, and you are free to disable “location services” at any time. However, some of our loyalty programs will require confirmation of your location, and if you have “location services” disabled, you will not be eligible for some features of our loyalty program.

9. Third Party Sites:

Our Website and/or our App may direct you to other websites, software or services that are owned or operated by third parties (“Third Party Websites”). We have not reviewed all of the privacy policies related to those Third Party Websites, to which you may be directed. We have no control over and are not responsible for (a) the content and operation of such Third Party Websites, or (b) the privacy or other practices of such Third Party Websites. The fact that our Website and/or App directs you to Third Party Websites as a convenience to you does not indicate any approval or endorsement of any such Third Party Websites. Accordingly, we strongly encourage you to become familiar with the terms of use and privacy practices of any such Third Party Websites.

YOU AGREE THAT YOUR USE OF THIRD PARTY WEBSITES, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH SITES, SOFTWARE AND SERVICES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES, SOFTWARE AND SERVICES.

10. NO WARRANTIES:

WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF OUR SERVICES. YOU UNDERSTAND THAT USE OF OUR SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE OUR SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE”. WE DO NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM OUR SERVICES. WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS OF USE IS INTENDED TO AFFECT THOSE RIGHTS, AS APPLICABLE.

YOU UNDERSTAND THAT COMPUTER SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME MAY OCCUR. WE DO NOT GUARANTEE THAT OUR SERVICES WILL OPERATE WITHOUT INTERRUPTION, THAT OUR INFORMATION WILL BE TIMELY, THAT YOUR INFORMATION WILL BE SECURE OR ERROR-FREE, OR THAT LOSS OF CONTENT WILL NOT OCCUR.

11. Limitation of Liability:

If we breach this agreement, you consent and agree that your exclusive remedy is to recover only direct damages up to an amount equal to fees you have paid as related to our services for a three (3) month period, if any. You agree and consent that you may not recover any other damages or losses, including, without limitation, consequential, lost profits, special, indirect, incidental or punitive damages. These limitation and exclusions will apply even if the remedy available to you does not fully compensate you for your losses or if we should have known about the possibility of the damages or loss. To the maximum extent permitted by law, these limitations and exclusions apply to anything related to these Terms of Use, including, but not limited to, any virus affecting your use of our Services, delay or failure in transmitting information, claims for breach of contract, warranty, guarantee or condition, strict liability, negligence, misrepresentation or omission, trespass, violation of statute or regulation, or unjust enrichment. Some of these exclusions or limitations may not apply if not allowed in your geographical area.

12. Indemnification:

You agree to indemnify and hold us, our predecessors and successors in interest, assignees, parents, subsidiaries, affiliates, divisions and related companies and entities, and past, present, and future shareholders, officers, directors, supervisors, managers, employees, agents, attorneys and representatives, in their individual and official capacities, harmless from and against any claim or demand, including reasonable attorneys’ fees and costs, made by any third party resulting from or arising out of (i) your breach of these Terms of Use, or any other agreement with us, any representation or warranty contained in this Terms of Use; (ii) your use of our Services; (iii) third party use of your User ID and password; (iv) negligence or willful misconduct related to your use of our Services.

13. Intellectual Property:

Our Website and our App are the intellectual property of In Group Marketing, LLC. Any logos or trademarks displayed on our Website and/or App are the property of In Group Marketing, LLC, or are licensed to us for use on our Website and/or App by the owner. You are prohibited from reproducing or using any logos or trademarks found on our Website and/or App for any purpose. You are also prohibited from modifying, distributing, copying, transmitting, displaying, publishing, selling, licensing, or using any Website and/or App content, including but not limited to, documents and images available on our Website and/or App. Any such content on our Website and App is for your use only as a Moto Rewards user and/or advertiser, and such content is not intended or permitted for commercial or public use or disclosure.

Except for personally identifiable information we may collect from you pursuant to our Privacy Policy, any material, information, or other communication (“Information”) you transmit, upload, or post to our Website or App will be considered non-confidential and non-proprietary. We will have no obligations with respect to such Information. You acknowledge and agree that we are free to copy, disclose, distribute, incorporate, and otherwise use the Information and all data, images, sounds, text, and other things embodied in the Information for any and all commercial and non-commercial purposes.

14. Termination:

We reserve the right, in our sole discretion, to terminate your access to our Services and your member account at any time, with or without cause, and with or without prior notice. Without limiting the foregoing, we may terminate your access if you violate these Terms of Use and terminate your right to access and/or use our Services and your member account. Upon termination, you will have no further access to, and we may delete, any information, files or materials in or related to your account, including but not limited to, termination of your ability to access and/or use any points you have accumulated. We may also delete any and all information, files and materials related to your account, and we will have no obligation whatsoever to save or make any such information, files, or materials available to you. You agree that we will have no liability whatsoever to you or any other party as a result of a termination of your access to our Services, to your account, and/or as a result of the deletion of any information, files or material related to your account.

15. Arbitration Policy:

By registering to use our Services, you and In Group Marketing, LLC, agree that any and all disputes, claims or controversies arising out of or related to these Terms of Use, including any claims under any statute or regulation (“Disputes”) shall be submitted first to non-binding mediation. If the Disputes are not resolved through mediation, the Disputes shall then be submitted to final and binding arbitration under the rules of the American Arbitration Association (“AAA”), by one or more arbitrators appointed in accordance with AAA rules or by agreement between the parties. Florida law shall govern any arbitration proceeding. Any arbitration award shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay the monetary award. The arbitrator shall have no authority to award punitive, consequential or other damages not measured in the prevailing party’s actual damages, except where required by statute. There shall be no right or authority for any disputes to be arbitrated on a class action basis or in a representative capacity on behalf of the general public or other persons or entities similarly situated, and disputes may not be joined or consolidated with any other third party, without the written consent of all parties. The arbitrator’s authority to resolve disputes and to make awards is subject to the limitations described in these Terms of Use.

The provisions of this Arbitration Policy may be enforced in a court of competent jurisdiction and the party seeking enforcement shall be entitled to an award of attorneys’ fees, costs and expenses incurred in obtaining enforcement, and paid by the party against whom enforcement is ordered. Each party will be responsible for paying equal shares of all arbitration fees, except that In Group Marketing, LLC, will be responsible for paying arbitration fees in connection with any dispute it commences in arbitration or compels to arbitration if it is not the prevailing party.

16. Governing Law:

These Terms of Use shall be governed by and construed in accordance with Florida law, without regard to choice of law provisions. You agree and consent that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to our Services (except as provided for in applicable agreements with advertisers) shall be in a court of competent jurisdiction in Hillsborough County, Florida. You expressly agree to waive any claim of lack of jurisdiction or forum non conveniens. Any cause of action or claim you may have with respect to our Services must be commenced within one (1) year after the claim or cause of action arises.

17. Miscellaneous Provisions.

a) Successors and Assigns: We may assign this agreement of Terms of Use, in whole or in part, at any time without notice to you. You may not assign this agreement of Terms of Use or transfer any rights to use ours Services. All provisions and covenants in these Terms of Use shall be binding upon and benefit our respective successors, assigns, and legal representatives.

b) Survival: Sections regarding “Privacy”, “Intellectual Property”, “Limitation of Liability”, “Indemnification”, and other sections which apply by their terms, shall survive any termination or cancellation of this agreement of Terms of Use.

c) Construction: Each provision of these Terms of Use shall be interpreted as to be valid under applicable law. If any provision of these Terms of Use is found to be prohibited or invalid under applicable law, this shall not invalidate the remainder of that provision or the remaining terms. Section, paragraph, and other headings in are for reference purposes only and shall not affect the meaning of these Terms of Use.

d) Waivers: If we fail to exercise a right, partially exercise a right, or delay in exercising a right, that right shall not be considered waived.

e) Amendments: These Terms of Use may be amended and modified from time to time by In Group Marketing, LLC, without notice to you, but the current Terms of Use.

f) Entire Agreement: These Terms of Use replaces all prior agreements, with the exception of the Moto Rewards advertiser agreements, and expresses the entire agreement and understanding between the parties. All previous discussions, promises, representations, and understandings have been considered and merged into these Terms of Use. Neither course of conduct nor applicable trade practice shall act to modify any of these Terms of Use.

By indicating your agreement to these terms, you agree to be bound by these terms.