Exhibit D
County of Saline [Choose Saline County] - Member Terms and Conditions
The Terms of Use (“Terms”) stipulated herein constitute a legally binding agreement between the County of Saline, Kansas (“County”) and users of the County of Saline, Kansas User Application (“User App” or “App”) regarding the usage of the App and any services provided by County through the App. including the county reward program, as set forth in these terms, pursuant to which the County will reward Users with Saline County Stars, redeemable at merchants located within the Territory that have agreed to participate in a county rewards program (“Redeeming Merchants”), for taking Qualifying Actions (“Program”). The User App and the Program are intended to help the County to engage with users, promote community goals, encourage local spending, and support local businesses, with the overall goal of making the County more vibrant and connected. This is accomplished, inter alia, by awarding Saline County Stars and facilitating their redemption pursuant to the terms indicated below.
Definitions
“Account” has the meaning set forth in Section 2(c)(i).
“App” and “User App” have the meaning set forth in Section 2(b).
“Saline County Stars” means promotional value awarded to a User’s Account upon completion of Qualifying Actions by joining a Reward Offer and completing qualifying activities that a User can exchange for goods and services at Redeeming Merchants. The redemption value of each Saline County Point equals One U.S. Dollar ($1.00).
“Reward Offer” means a reward offer selected by the County and published through the App, that Users can join and which sets forth the terms for User’s to be rewarded with Saline County Stars, including identifying certain qualifying activities that Users can complete to earn Saline County Stars, including Qualifying Purchases.
“County” has the meaning set forth in the preamble.
“Colu” has the meaning set forth in Section 2(a).
“Non-Redeeming Merchant” means a merchant within the Territory that is not a Redeeming Merchant.
“Payment Card” has the meaning set forth in Section 3(a).
“Platform” has the meaning set forth in Section 2(a).
“Program” has the meaning set forth in the preamble.
“Qualifying Actions” means an action or set of actions the completion of which is designated by the County in a Reward Offer as qualifying for awarding Saline County Stars to Users’ Accounts, in accordance with this Agreement and the terms of a specific Reward Offer for the allocation of rewards, including Qualifying Purchases.
“Qualifying Purchase” means the purchase of goods or services by a User from certain merchants in the Territory, identified in a Reward Offer, through a Payment Card linked to the App, and in compliance with the terms and conditions of the Reward Offer and these Terms.
“Redeeming Merchants” has the meaning set forth in the preamble.
“Terms” has the meaning set forth in the preamble.
“Territory” means the County of Saline County, Kansas.
“User Information” has the meaning set forth in Section 2(c)(i)
General Terms
The County has engaged Colu Technologies (US) Inc., a Delaware corporation (“Colu”) to provide certain services in connection with a government technology SaaS (Software as a Service) platform that enables municipalities and counties
to increase civic engagement and community engagement, inter alia, by rewarding residents for taking actions that promote certain strategic goals (“Platform”).
The Platform includes a County branded mobile application for Users to participate in the Program (“App”).
Opt-In Provisions:
Users opt-in to the Program by (A) downloading the App and (B) signing in to the App and creating a User account (“Account”) by providing the User’s full name, phone number, email address, and other information, including, by way of illustration and not limitation, such information that the County may from time to time deem necessary to prevent fraud (“User Information”).
There is no cost to participate.
Users must accept and agree to these Terms and the App Terms of Service by signing into the App and clicking the appropriate buttons when prompted to do so. User’s usage of the App, including participation in the Program is subject to the App Terms of Service.
Users must maintain the Account in good standing. Users represent and warrant that all User Information required from time to time is truthful, accurate, current, and complete. Users agree not to misrepresent any identity or User Information. Users must promptly notify the County of any changes to User Information by updating the User Account within the App, or by contacting contact.choosesaline@colu.com.
Colu’s Privacy Policy governs the collection, use, storage, and disclosure of User Information.
Users must be 18 years or older to participate.
Only one Account may be created per phone number, and each individual person may have only one (1) Account.
You may only access and use the App for your own personal, non-commercial use.
You understand and agree that we may change these Terms at any time without prior notice. You may read a current, effective copy of these Terms at any time on the User App, under the tab About/Terms and Conditions. Revised Terms will become effective immediately at the time of posting. We will try to inform you when there are substantial updates to the Terms, e.g., by email to the address you provided us such at the time of login or through an e-mail communication, but we shall have no obligation to do so. Any use of the App or the earning of Stars after such posting of the revised Terms shall constitute your acceptance of such updated Terms. If any change to these Terms is not acceptable to you, your sole remedy is to stop your participation in the Program (e.g., cease accessing the earning or redeeming Stars), or otherwise using the App. Notwithstanding the foregoing, the Terms will not be amended to add a participation fee without the prior notification to.
Each User is responsible for creating a secure Account and for maintaining the security of that account. If the security of account information is breached by a User or other third party, County is not liable for improper access to the Account, or for changes to an Account by another User or third party. County is not responsible in such circumstances for reinstatement of lost Saline County Stars or for any damages or losses sustained by a User as a result of such unauthorized access. If you become aware of any fraudulent or unauthorized activity on your Account, you must report the fraudulent or unauthorized activity to County in writing and provide relevant information and cooperation to County in connection with such activity.
In addition to your other representations and warranties in these Terms, you represent and warrant that you will not access or use the App or participate in the Program to engage in any illegal, fraudulent, or other illicit activity. County reserves the right, in its sole discretion, to remove awarded Saline County Stars, as well as prevent from enrolling in, suspend, and/or remove from the Program, any User for any reason, including any Saline County Stars awarded in error, or in the event of any suspected fraud, abuse, or misuse in connection with this Program.
Rewards
Earning Saline County Stars. Saline County Stars are earned by a User through joining a Reward Offer and performing the Qualifying Actions as defined in the Reward Offer and in accordance with the Reward Offer terms and the Terms of Use. Users may not transfer Saline County Stars to any other User.
Qualifying Actions: Reward Offers may appear on the App from time to time, designating certain Qualifying Actions that would enable Users to earn Saline County Stars and the terms for participation in a specific Reward Offer . may ask Users to complete certain activities to earn Saline County Stars. Examples include, by way of illustration and not limitation, the following: (i) earn X Saline County Stars when you make Y Qualifying Purchases with a Merchant, (2) make a Qualifying Purchase with a Merchant and receive X percent of the purchase price in Saline County Stars (calculated with each Saline County Point valued at $1), or (3) refer others to join the Program and receive X Saline County Stars. Reward Offers may be subject to individual rules, requirements, and/or conditions as specified in the App. Reward Offers may be time specific, having a certain termination date. Users are responsible for checking the App for Reward Offer rules, restrictions, and termination dates.
Qualifying Purchases: Where a Reward Offer defines Qualifying Actions as including Qualifying Purchases, the following conditions and requirements apply in order to receive Saline County Stars for Qualifying Purchases:
Users must link at least one eligible debit or credit card (“Payment Card”) to the Account. Please note that not all debit and credit cards are eligible to be linked to Accounts. All determinations as to card eligibility are at the sole discretion of County. In order to be eligible as a Payment Card, it must be issued by a U.S. financial institution. In addition, you may not be able to link a debit or credit card to your Account if the card is already linked to certain other third-party card-linked offer programs. Plaid Technologies, Inc. (“Plaid”) is used in the App to gather users’ data from financial institutions. By linking your Payment Card, you agree that Colu and Plaid may view transactions made by you through the Payment Card, and you agree that Plaid may act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You further agree to your personal and financial information being transferred, stored and processed by Plaid in accordance with the Plaid Privacy Policy (click here for Plaid), and by Colu in accordance with Colu’s Privacy Policy [Pending link to be inserted here].
Saline County Stars can only be earned for a Qualifying Purchase in a Reward Offer when the following conditions are satisfied: (i) a User makes a purchase at a Merchant that has been designated by County in the Reward Offer in the App, during any time period defined by the County in the Reward Offer, and in accordance with the Reward Offer terms; (ii) such purchase appears in the records of the Payment Card linked to such User’s Account as provided to Colu by Plaid, a third party provider of payment account information; and (iii) such purchase is subject to the identification of the underlying transaction in the records and its verification by Colu, and (iv) such purchase is verified prior to a Reward Offer reaching any disclosed limit. expiration term or maximum participation level. Despite efforts made, the process of identifying qualifying purchases may be subject to errors and consequently users’ accounts may not be correctly rewarded automatically. Please contact customer support services at contact.choosesaline@colu.com in case you suspect of such error, for further investigation. County reserves the right to require additional evidence from User to confirm the Qualifying Purchase. In the event sufficient evidence to support the Qualifying Purchase is not available or there is a good faith discrepancy regarding the eligibility of the Qualifying Purchase (e.g., multiple purchases made at same time), Saline County Stars may not be earned by the User for such purchase in the County’s discretion.
The identity of merchants designated in a Reward Offer for Qualifying Purchases may change during the term of the Reward Offer. For an up to date list of designated merchants, check the Reward Offer in the App.
Tracking: Earned Saline County Stars will usually appear in a User’s Account within ten (10) business days from the completion of Qualifying Actions as defined in a Reward Offer. Users will be able to track in the App the number of Saline County Stars earned and awarded to their Account, as well the number of Saline County Stars deducted from their Account through redemption.
User Account Limit. No more than $2,000 worth of promotional value, in the form of Saline County Stars or otherwise, may be associated with the Account of any individual User on any given day. This means that the promotional value that remains in and has been redeemed from the Account at the end of one day, combined, may not exceed $2,000. Thus, if there are 1500 Saline County Stars in a User Account and the User redeems 500 Saline County Stars that day, the User could not receive more than 500 Saline County Stars into the Account that day. County reserves the right to set and revise Account limits, without prior notice.
Redemption
Redeeming Merchants. Users can pay for goods and services at Redeeming Merchants by using the App to access and redeem the promotional value they have in their Accounts. Users may do this at Redeeming Merchants by requesting that the Redeeming Merchant redeem the User’s Saline County Stars and apply them toward all or part of the purchase price of any goods or services offered by the Redeeming Merchant. Users shall determine the amount of promotional value, in the form of Saline County Stars, that will be redeemed by a Redeeming Merchant in connection with the purchase of the Redeeming Merchant’s goods or services; provided, however, that a User may not redeem Saline County Stars in excess of the User Account Limit described above. County reserves the right to set and revise redemption limitations, without prior notice.
Refunds
There will be no cash refunds.
Should a Qualifying Purchase transaction that resulted in Saline County Stars awarded to the User’s Account be canceled for any reason (e.g., based upon a return, charge back, dispute, or other refund request for a Qualifying Purchase for which the User has already received the Saline County Stars) the Saline County Stars balance in such User’s Account may be reduced by the amount of the rewards received for the canceled transaction. If the Account balance is insufficient to cover the cancellation amount, the Account will fall into a negative status and be credited as Saline County Stars are earned and awarded in the future.
Except as expressly set forth in this Section 4(b)(iii), all redemptions of Saline County Stars are final and irrevocable. If a transaction that involved the redemption of Saline County Stars is rescinded due to a technical error of a User (including, by way of illustration and not limitation, the inclusion of the incorrect Redeeming Merchant as part of such transaction), then the County shall credit the appropriate User’s Account with the number of Saline County Stars redeemed by the Redeeming Merchant in such rescinded transaction, provided that such error is reported to Colu within two (2) business days after such redemption. If a transaction that involved the redemption of Saline County Stars is rescinded for any other reason (including, by way of illustration and not limitation, by the return of purchased goods or the refund of the purchase price for services rendered), or if a User’s technical error is not reported to Colu within the time period set forth in the preceding sentence, then the terms of such rescission shall be agreed, and any disputes relating thereto shall be resolved, by the User and the Redeeming Merchant, and neither the County nor Colu shall be responsible for crediting or debiting either the User’s Account or the Merchant’s Accounts in connection with such rescission.
Privacy
All information generated from the User in establishing an Account, participating in the Program and Reward Offers, making Qualified Purchases, using Saline County Stars and otherwise using the App is held and processed by Colu in accordance with the Colu Privacy Policy [Pending link to be inserted here].
Information in the App and Third-Party Information, Services and Links
The information presented through the App is made available solely for general information purposes. Neither County nor Colu warrant the accuracy, completeness, or usefulness of this information. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the App.
The App may include content provided by third parties, or based on information published on third-party websites or content on social media and other publications. All statements and/or opinions expressed in such content are solely the opinions and the responsibility of such third parties. We are not responsible, or liable to you or any third party, for such content. For the avoidance of doubt, County and Colu do not endorse any of the merchants displayed in the App nor any messages and statements in with respect to such merchants in the App.
The App contains links to third-party websites, applications, and services that are not owned or operated by County or Colu. Separate terms and conditions apply to Third-Party Services. You should read those terms and conditions carefully before accessing any Third-Party Services. Neither County nor Colu are responsible for the actions, content or services of such third parties.
Modification and Termination
County reserves the right to change, suspend, or discontinue all or any part of the App or the Program at any time without prior notice or liability. This includes the right to modify, amend, cancel, delete, change or terminate the Program or any Terms of the Program in any manner at any time in County’s sole discretion, including but not limited to terms applicable to eligibility for participation, Point values, redemption values, rules for receiving or using Saline County Stars, or any other aspect of the Program. These modifications may affect Saline County Stars already received, including the opportunity to use such Stars or their redemption rate.
An Account may be suspended or terminated at any time and at the sole discretion of the County. Upon termination for any reason and by any party, User Account balances are canceled.
Users may terminate their Accounts at any time by contacting contact.choosesaline@colu.com Accounts may not be terminated by Users if they are in a negative status. See 4(b)(ii) above. They must remain open until they have reached a zero (0) balance or until terminated by County or until the Program has ended, whichever is earlier.
Limitation of Liability
County makes no guarantees, warranties, or representations of any kind concerning the App and services provided through the App, including the Program except as expressly contained in these Terms. You release County and its officers, directors, elected officials, affiliates and agents, and Merchants from all liability regarding the earning, redemption, and use of Saline County Stars, including any rewards that, after receipt, may be lost, stolen, or destroyed. Merchants are independent contractors and are not agents or representatives of County. Redemption at a Redeeming Merchant may vary. County is not responsible for, and assumes no liability for, the actions or redemption responsibilities of a Redeeming Merchant. Nothing in the Program or in these Terms is intended to create any agency, partnership or joint venture between County and any Merchant. If any Merchant improperly denies any User any benefit they are entitled to under the Program, the liability of the Merchant, or of County is limited to the fair market value of the denied benefit as determined by County or Colu.
COUNTY PROVIDES ANY AND ALL SERVICES THROUGH THE APP, INCLUDING THE PROGRAM “AS IS” AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIM ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, ACCURACY, CAPABILITY, SUFFICIENCY, SUITABILITY, CAPACITY, COMPLETENESS OR AVAILABILITY.
You agree that County has not represented that (1) the Program will include any particular products or services, (2) that the Program and any other services provided through the App will not be interrupted, without omissions or error free, or (3) that defects will be corrected or changes implemented. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO COUNTY’S OWN NEGLIGENCE, WILL COUNTY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE PROGRAM, EVEN IF A REPRESENTATIVE OF COUNTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In the event County is held liable for any act, error or omission related to the Program, your sole and exclusive remedy will be limited to reimbursement for services or products you paid for but did not receive under the Program, or the issuance of Saline County Stars under the Program as compensation, at County’s election. You agree to waive any claim or action of any kind in any forum that is not commenced and served on County within two (2) years after the first occurrence of the kind of act, event, condition or omission upon which the claim or action is based.
General Provisions
Governing Law. The laws of the state of Kansas and federal law govern these Terms and any aspect of your relationship with County under the Program. They govern without regard to any conflicts of laws principles that would cause the application of the substantive law of another jurisdiction.
Invalidity. If any provision of these Terms is invalid or unenforceable, all remaining provisions hereof will remain in full force and effect. The failure of County to exercise any of its rights under these Terms does not constitute a waiver of such rights in any other instance.
---------------------------
COLU'S ADDITIONAL TERMS AND CONDITIONS FOR USAGE OF THE APPLICATION
[To include additional terms as between Colu and User, such as license to use the App, restrictions on illicit uses, limitation of liability etc.].