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Terms
and Conditions
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Please
read this Member Agreement carefully before participating as
a member of the Npros Rewards Rebate Program. This Agreement
explains the terms and conditions of our rebate program, and
it is your responsibility to read and understand them. By participating
as a member you agree to be bound by the Program Terms and Conditions.
Participation is defined as making an online purchase with a
participating merchant through your personal URL on the Npros
Rewards site. Participation in the Program and its benefits
are offered at the discretion of Npros Rewards, and Npros Rewards
has the right to change the Program Terms and Conditions, in
whole or in part, at any time with or without notice. |
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| 1.
You must be 18 years of age or older. |
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2.
You may maintain only one account. Any duplicate accounts
will be subject to cancellation. |
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| 3.
The Program is only available via access to the Npros Rewards
web site (http://www.nprosrewards.com). You must have Internet
access and an email address to be eligible to receive the privileges
and benefits of membership. Npros Rewards is not responsible
for your inability to connect to the Internet, log into the
Npros Rewards Web site, or access your Npros Rewards account. |
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| 4.
By agreeing to these terms, you also agree not to 'spam' unknown
individuals by sending them unwanted emails to solicit their
membership at Npros Rewards. Refusal to abide by this or any
other rules may result in cancellation of your membership. |
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| 5.
As a member, you will be credited a percentage of the net purchases
made by you at any of the online merchants affiliated with Npros
Rewards. The percentage will be listed on the Npros Rewards
Web site as it relates to each Affiliated Merchant. The net
purchase is defined as the total amount paid to the merchant
minus tax, gift wrapping, shipping, promotional credits, returns,
cancellations, and transaction fees or as the Affiliated Merchant
defines on their respective Web site and as is enumerated in
their respective Affiliate Membership and/or Operating Agreement
document, whichever is less. All Affiliated Merchant Membership
and/or Operating Agreements as they relate to their affiliate
or partner programs with Npros Rewards and which reside on the
Affiliated Merchant's respective Web sites are hereby incorporated
into this Agreement by reference. |
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6.
As a Member, purchases made through Npros Rewards Affiliated
Merchants will be deemed a "Qualified Purchase"
and will be subject to earn a rebate only if the following
criteria is met:
a) All
potential Qualified Purchases must begin by clicking on the
Affiliated Merchant's link that appears on the Npros Rewards
Web site and being successfully connected to the Affiliated
Merchant's Web site based upon that click. Alteration
of these links will make it impossible for Npros Rewards to
track your purchase, and invalidate any rebate due on the
sale. |
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| 7.
The determination of whether or not a purchase made through
an Npros Rewards Affiliated Merchant is a qualified purchase
is at the sole discretion of Npros Rewards. |
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| 8.
Rebates awarded to Members are subject to adjustments for returns,
cancellations, and other events. Such adjustments can be applied
to Member accounts at any time by Npros Rewards at its sole
discretion. Should you disagree with any adjustments made to
your account, your sole remedy is to withdraw from the Program.
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| 9.
You may be taxed on your accrual of rebates, depending on the
amount of Rebates you accrue and the tax laws of federal, state,
and local jurisdictions. Npros Rewards may choose to provide
you with those notices to you on occasion. In all instances,
you will be solely responsible for any and all tax liability
arising out of your accrual or redemption of rebates. If your
total rebates earned exceeds the amount requiring Npros Rewards
to issue you a 1099 form, we will request your tax ID information
before releasing the payment that exceeds the threshold. |
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| 10.
Certain purchases may be ineligible for rebates. Such purchases
may include gift certificates, monthly subscriptions, and purchases
made by phone. In all cases, any rebate actually received for
such purchases will be credited to the member account. |
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| 11.
It is your responsibility to check your account regularly to
ensure that rebates have been properly credited and that your
account balance is accurate. The Member must inform Npros Rewards
of any rebates that the Member believes they are entitled to
within 30 days of the Member's claim of a valid and qualified
purchase by using the Transaction Query form in the member account
summary area. All rebates earned by Members are subject to review.
Necessary adjustments may be applied to Member accounts at any
time by Npros Rewards at its sole discretion. If you do not
agree to adjustments made to your account, your only recourse
will be to terminate your membership in the Program. Npros Rewards
reserves the right to terminate any account for abusive or fraudulent
activity, or if the Member is no longer reachable at the e-mail
address provided. |
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| 12.
Npros Rewards is not responsible for changes to, or discontinuance
of, any Affiliated Merchant, or any Affiliated Merchant withdrawal
from the Program, or for any effect on accrual of rebates caused
by such changes, discontinuance, or withdrawal. Npros
Rewards is not responsible for changes to, or discontinuance
of, any special offer or coupon code at an Affiliated Merchant
site. It is the Member's responsibility to make sure that all
specials are valid. If you choose to use coupons and specials
that are not listed on the Npros Rewards site, we cannot guarantee
that you will be eligible to receive an Npros Rewards rebate
on your purchases. |
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| 13.
Money earned through the referral program will be paid along
with regular rebates. Continued payments of referral monies
will be made at the sole discretion of Npros Rewards. The referral
program may modified in any way, at any point, and without notice,
though all accrued referral monies will be paid in full if and
when this occurs. |
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14.
Accrued rebates will be dispersed to the Members when the
rebate total meets or exceeds the threshold set during signup
(minimum $25.00). Rebates are paid sixty days after the close
of the month in which the qualified purchase was made.
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| 15.
It is your responsibility to keep your account information current
in order to facilitate the payment of your rebates. In the event
that your information is not current at the time of payment,
you forfeit all accrued rebates to Npros Rewards. |
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| 16.
Upon registration for the Program, you will select a password
that will allow you to access your Npros Rewards account (via
the Npros Rewards Web site) to verify transactions, check account
balances, and modify your account information. |
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| 17.
You must be logged into Npros Rewards and enter your password
to access your account. You may check your account status and
recent earning history at any time you are able to access the
Npros Rewards Web site. |
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| 18.
Npros Rewards is entitled to act on instructions received under
your password. For security purposes, it is recommended that
you memorize your password, and do not write it down. You are
responsible for keeping your email address, password, account
numbers, and other account information confidential. Npros Rewards
is not responsible for any credits or debits made to your account
by someone else who uses your password. |
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| 19.
No rebates earned or granted under the Program may be assigned
or transferred to any third party except as expressly permitted
by Npros Rewards in writing. The sale or barter of any such
rebate, other than by Npros Rewards, is expressly prohibited.
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| 20.
You authorize Npros Rewards to disclose to third parties information
you have provided, or information that Npros Rewards has obtained
about your Npros Rewards account or shopping behavior: (i) to
agents of Npros Rewards or its affiliates, such as independent
auditors, consultants or attorneys; (ii) to comply with government
agency or court orders or requests; (iii) in providing aggregated
and non-personalized marketing services for an advertising or
merchant partner, or (iv) where it is necessary for redemption
or transfer of your rebates. Further, you authorize Npros Rewards
to receive any account information from any Affiliate Merchant
including, but not limited to information regarding the Qualified
Purchase such as the products ordered, the order number, the
time and date the Qualified Purchase occurred, the email address
entered for the Qualified Purchase. You agree to hold the Affiliated
Merchant harmless for any information disclosed to Npros Rewards.
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| 21.
Npros Rewards reserves the right to terminate the Program at
any time with notice. This means you will have sixty (60) days
from the date notice of Program termination is provided to Members
to redeem rebates in your account. Notification of Program termination
will be sent to the email address you provide to Npros Rewards
during the registration process. Npros Rewards will not be responsible
for failing to notify you of Program termination where such
failure is caused by any reason outside the control of Npros
Rewards, including an error in your email program, an inaccurate
email address, your failure to check for your email online,
or your failure to inform Npros Rewards of a change in your
email address. |
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| 22.
Npros Rewards may modify this Agreement from time to time, with
or without notice, and your continued participation in the Program
after such modification shall be deemed to be your acceptance
of any such modification. It is your responsibility to check
the Member Agreement page of the Npros Rewards Web site regularly
to determine whether this Agreement has been modified. If you
do not agree to any modification of this Agreement, you must
immediately cease participation in the Program. |
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| 23.
Membership in the Program is subject to the Program Terms and
Conditions. Any failure to comply with the Program Terms and
Conditions, any fraud or abuse relating to the accrual or redemption
of rebates, or any misrepresentation of any information furnished
to Npros Rewards or its affiliates by you, or anyone acting
on your behalf, may result in the termination of your membership
in the Program, cancellation of your Npros Rewards account and/or
forfeiture of your accrued rebates. |
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| 24.
All questions or disputes regarding the Program, including without
limitation, questions or disputes regarding eligibility for
the Program, or the eligibility of rebates for accrual or redemption,
must be submitted in writing within 60 days of the qualifying
transaction, to Npros Rewards at: Customer Support by using
this form (CLICK HERE). Any such disputes
shall be resolved by Npros Rewards at its sole discretion. All
interpretations of Program Terms and Conditions shall be at
the sole discretion of Npros Rewards. In the event that an error
is made by Npros Rewards, your sole remedy shall be the credit
of the disputed rebate to your Npros Rewards account. |
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25. This
Agreement shall be governed by and construed in accordance with
the laws of the State of California, without reference to conflict
of law rules. As a condition of membership the Member agrees
that in the event of a dispute between the member and Npros
Rewards that can not be resolved to their satifaction, all disputes
will be resolved through Binding Arbitration in Orange County,
California. Remedies shall not exceed the price of membership
and any actual rebates due and received for qualified purchases
through the member site to the affiliate merchant (as defined
in the terms of this agreement). If any provision of this Agreement
is found invalid or unenforceable, that provision shall be enforced
to the maximum extent possible, and the other provisions contained
herein will remain in full force and effect. Npros Rewards'
failure to insist upon or enforce strict performance of any
provision of the Agreement shall not be construed as a waiver
of any provision or right. Nothing in this Agreement shall be
construed as creating or constituting a partnership, joint venture
or agency relationship between Npros Rewards and the Affiliated
Merchants or between Npros Rewards and any other of its Corporate
Partners. Neither the Affiliated Merchants nor any Corporate
Partner shall have the ability to create any obligation on Npros
Rewards' behalf. This Agreement constitutes the entire agreement
between you and Npros Rewards with respect to the Program.
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NPROS REWARDS PROGRAM IS BEING PROVIDED TO MEMBER "AS IS" WITH
NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NPROS REWARDS
DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PROGRAM, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR
PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING
OR COURSE OF PERFORMANCE. |
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| NPROS
REWARDS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS
REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS FOR,
ANY MERCHANDISE, PRODUCTS, OR SERVICES OFFERED OR PROVIDED BY
AFFILIATED MERCHANTS OR SUPPLIERS IN CONJUNCTION WITH THE PROGRAM.
IN ADDITION, ALTHOUGH NPROS REWARDS INTENDS TO TAKE REASONABLE
STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE
MATERIALS TO THE NPROS REWARDS WEB SITE, NPROS REWARDS DOES
NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT THIS
SITE IS FREE OF DESTRUCTIVE MATERIALS. IN ADDITION, NPROS REWARDS
DOES NOT WARRANT THAT ACCESS TO THIS SITE WILL BE UNINTERRUPTED
OR ERROR-FREE, AND NPROS REWARDS ASSUMES NO RESPONSIBILITY FOR
ANY DAMAGE CAUSED BY YOUR ACCESS, OR INABILITY TO ACCESS, THIS
SITE., INCLUDING, BUT NOT LIMITED TO, YOUR INABILITY TO ACCRUE
REBATES BY PURCHASING ITEMS WITH AN AFFILIATED MERCHANT. |
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NO EVENT WILL ANY OTHER COMPANY WITH WHICH NPROS REWARDS HAS
A CORPORATE PARTNERING RELATIONSHIP, INCLUDING WITHOUT LIMITATION,
CO-BRANDING, CO-MARKETING, JOINT DEVELOPMENT, A MERCHANT RELATIONSHIP,
OR A SUPPLIER RELATIONSHIP (EACH A "CORPORATE PARTICIPANT")
BE LIABLE TO YOU FOR NON-PERFORMANCE OF NPROS REWARDS OBLIGATIONS.
YOU AGREE NOT TO SUE ANY CORPORATE PARTICIPANT FOR NON-PERFORMANCE
BY NPROS REWARDS. IN NO EVENT SHALL NPROS REWARDS BE LIABLE
FOR ANY DAMAGES, CLAIMS OR LOSSES INCURRED (INCLUDING WITHOUT
LIMITATION COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL,
OR EXEMPLARY DAMAGES), HOWEVER CAUSED AND UNDER ANY THEORY OF
LIABILITY ARISING IN CONNECTION WITH: (I) THE PROGRAM; (II)
ANY FAILURE, DELAY, OR DECISION BY NPROS REWARDS IN ADMINISTERING
THE PROGRAM; (III) THE USE OR INABILITY TO USE THIS WEB SITE;
(IV) THE PURCHASE OR USE OF ANY MERCHANDISE, PRODUCTS, OR SERVICES
OF MERCHANTS OR SUPPLIERS, EVEN IF NPROS REWARDS, OR REPRESENTATIVES
THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS,
OR LOSSES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY. |
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| MEMBER
AGREES TO INDEMNIFY AND HOLD NPROS REWARDS, ITS PARENTS, SUBSIDIARIES,
AFFILIATES, OFFICERS, DIRECTORS AND EMPLOYEES, HARMLESS FROM
ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY'S FEES, MADE
BY ANY THIRD PARTY DUE TO OR ARISING OUT OF MEMBER'S USE OF
THE PROGRAM, THE VIOLATION OF THESE POLICIES BY MEMBER, OR THE
INFRINGEMENT BY MEMBER, OR OTHER USER OF THE PROGRAM USING THE
MEMBER'S ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT
OF ANY PERSON OR ENTITY, OR AS A RESULT OF ANY THREATENING,
LIBELOUS, OBSCENE, HARASSING OR OFFENSIVE MATERIAL CONTAINED
IN ANY MEMBER COMMUNICATIONS. |
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