PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA" or “Agreement") CAREFULLY. BY ACCESSING OR USING ANY JOURNEY REWARDS INC. SERVICE (INCLUDING OUR MOBILE APPLICATIONS, WEBSITES, OR LOYALTY PROGRAM), YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE OR ACCESS THE SERVICES.

1. Scope and Applicability
‍Scope of Services: This EULA governs your use of all services provided by Journey Rewards Inc. (“Journey", “we", “us", or “our"), including but not limited to our mobile applications, websites, the Journey Rewards loyalty program (“Program"), and any rewards, offers, or services provided through our alliance partners as part of the Program.

This Agreement applies to all users worldwide, and covers all interactions you have with Journey’s platforms and with any services or content we provide through our partners in the loyalty network.

‍Acceptance of Terms: By creating an account, participating in the Program, or using any Journey app or website, you acknowledge that you have read, understood, and agree to this EULA. If you do not agree with these terms, you must discontinue use of the Journey services. You represent that you are legally eligible to enter this Agreement (e.g. you are an adult of the age of majority in your jurisdiction, and not barred by local laws from using such services). The Program is for personal, non-commercial use; you may maintain only one loyalty account, and you are responsible for keeping your login credentials confidential.

‍Related Terms: Additional terms and conditions may apply to certain promotions, offers, or partnership services (for example, a partner’s own terms for redeeming a reward at their business). Such terms will be provided when applicable, and are incorporated herein by reference. In the event of a direct conflict between this EULA and any additional terms, this EULA will govern your use of Journey’s services, except where the additional terms specifically state otherwise.

2. User Data and Privacy Compliance

‍Collection and Use of Personal Data: Journey is committed to protecting your privacy. We collect, process, and use personal information you provide to us (such as your name, contact details, and activity within the Program) in accordance with our Privacy Policy and all applicable privacy and data protection laws. This includes, without limitation, compliance with the General Data Protection Regulation (GDPR) for users in the European Union, the California Consumer Privacy Act (CCPA) for California residents, the Personal Information Protection and Electronic Documents Act (PIPEDA) for Canadian users, and other applicable privacy laws in the countries where we operate. We will only use your data as permitted by law and by our Privacy Policy (for example, to administer your rewards, personalize your experience, communicate Program updates, and share data with partners only as needed to provide the loyalty services).

‍User Rights: Depending on your jurisdiction, you may have certain rights regarding your personal data. These may include the right to access the data we hold about you, to correct or rectify inaccurate data, to request deletion of your data, to object or restrict certain processing, and to withdraw consent for processing (without affecting the lawfulness of processing based on consent before withdrawal). For example, EU residents have rights under GDPR such as data access, erasure, and portability; California residents have rights under CCPA such as the right to opt out of the “sale” of personal information and to receive disclosures about data collection. Journey will honor and facilitate the exercise of these rights as required by applicable law. Please refer to our Privacy Policy for details on how to exercise your rights or make privacy inquiries.

‍Data Transfers and International Use: By using Journey’s services, you understand that your personal information may be transferred to and processed in countries other than your own (including the United States) where our servers or our partners are located. When we transfer data internationally, we will take appropriate measures to ensure it is protected according to the standards of your home jurisdiction (for example, using EU Standard Contractual Clauses for data transferred out of the EEA, or other safeguards as required by law). We will not share your personal data with third parties for their own marketing purposes without your consent. For more information, please review our Privacy Policy. If any provision of this EULA conflicts with applicable privacy law requirements for your region, those legal requirements will prevail to the extent of the conflict.

3. Dispute Resolution (Arbitration Clause)

‍Binding Arbitration: Except where prohibited by law or stated otherwise below, you and Journey agree that any dispute, claim, or controversy arising out of or relating to this EULA, the Journey services, or your participation in the Program shall be resolved exclusively through final and binding arbitration, rather than in court. This means that an neutral arbitrator, rather than a judge or jury, will decide the dispute. You are waiving your right to a jury trial and to participate in a class action or representative proceeding, as detailed further below. This arbitration agreement is intended to be broadly interpreted and includes, for example, claims based on contract, tort, statute, fraud, misrepresentation, or any other legal theory.

‍Arbitration Procedure: The arbitration will be administered by a recognized arbitration body (such as the American Arbitration Association (AAA) in the United States, under its Consumer Arbitration Rules, or a comparable arbitral organization if you are in another country) and conducted in a mutually agreed location (or via teleconference/videoconference, if appropriate). The language of the arbitration shall be English, unless otherwise required by local law. Each party will have the opportunity to present evidence and arguments to the arbitrator, and the arbitrator can grant any relief that could be granted by a court on an individual basis. The arbitrator’s decision will be confidential, final, and binding on both parties, and judgment on the award may be entered in any court of competent jurisdiction.

‍Exceptions and Opt-Out: Jurisdictional Exceptions – In some jurisdictions, applicable law may not permit mandatory arbitration of certain disputes, or may grant you the right to resolve disputes in a court (for example, you may have the right to bring a claim before a court of law in the country where you reside, or certain claims may be subject to a statutory tribunal). Accordingly, this arbitration agreement does not apply to the extent it is prohibited by your local law. Additionally, either party retains the right to seek relief in a small claims court for eligible claims that fall within the small claims jurisdictional limit (if such court is available in your jurisdiction), and nothing in this clause prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened misuse of intellectual property or breach of security (for example, unauthorized access to data). You have the right to opt out of this arbitration agreement within 30 days of first accepting this EULA by providing written notice to Journey (including your name and account information and a clear statement that you opt out of arbitration). If you do so, neither you nor Journey can require the other to participate in arbitration for disputes; instead, any permitted dispute would be resolved by a court as provided under governing law.

‍Class Action Waiver: To the maximum extent permitted by law, all disputes shall be conducted only on an individual basis and not in a class, consolidated, or representative action. You agree that you will not serve as a class representative or member in any class or representative action against Journey. An arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual, one-person, or one-party basis. If this class action waiver is found to be unenforceable or unlawful for a particular dispute, then (a) the arbitration agreement above shall not apply to that dispute, and (b) such dispute shall be severed and brought exclusively in a court of competent jurisdiction, as provided in the Governing Law section of this EULA. In any case, the class action waiver shall survive termination of your relationship with Journey.

4. Loyalty Program Terms (Points Accrual, Redemption, and Expiration)

‍Enrollment and Earning Points: The Journey Rewards Program allows eligible users to earn loyalty points (“Journey Points” or “Points") through qualifying activities such as making purchases with participating partners, engaging with promotions, or other behaviors specified by Journey from time to time. The terms for earning Points (such as the rate of Points accrual, eligible purchases or activities, and any limits) will be communicated via our website, app, or specific promotional materials. Journey reserves the right to determine and modify what actions earn Points and the number of Points awarded per action. Points earned will be credited to your loyalty account typically within a reasonable time after the qualifying activity (for example, after a purchase is confirmed or a partner reports the transaction to us). You are responsible for checking your account to ensure Points are properly credited and must notify us of any suspected errors within a certain timeframe (30 days of the activity); otherwise, the Points balance will be deemed accurate.

‍Redemption of Rewards: Accumulated Points can be redeemed for rewards, benefits, or offers made available by Journey from time to time, such as discounts on future purchases, vouchers, gift items, or services from Journey or our alliance partners. Redemption options and the required Points for each reward will be listed in the app or website catalog. To redeem, you must follow the specified procedure (for example, selecting an offer in the app). All redemptions are subject to availability and any additional terms associated with a particular reward (for instance, a partner’s terms for using a gift voucher at their location). When you redeem Points for a reward or offer, the corresponding number of Points will be deducted from your account at the time of redemption. Offers or rewards obtained through redemption may have their own expiration dates or usage restrictions (e.g. a voucher might be valid for 3 months). Journey is not responsible if you fail to use a reward before its expiration.

‍Points Expiration and Inactivity: To encourage active participation, Journey Points are subject to expiration if your account becomes inactive. If there is no account activity for a continuous period of 24 months, all of your unused Points will automatically expire and be removed from your account. For the purposes of this policy, “account activity" is defined as any earning of new Points or redemption/use of existing Points. Simply logging into your account or viewing your balance, without more, is not sufficient to count as activity – there must be a transaction adding or using points. For example, making a purchase that earns Points, redeeming Points for a reward, or having points transferred to you (if permitted) would all qualify as activity and would reset the 24-month inactivity period. If your Points expire due to inactivity, the expired Points cannot be reinstated or redeemed (they are permanently forfeited), except where required by law or in Journey’s sole discretion in exceptional cases (for instance, if we choose to restore Points as a one-time courtesy). Journey is not obligated to provide prior notice of point expiration, unless required by applicable law – however, we may send courtesy reminders to your registered email or via the app before your Points expire.

‍Expired Offers and Point Reversal: If you redeem Points for a reward or promotional offer and that offer subsequently expires unused or is canceled (for reasons other than your own misconduct), Journey will credit the Points originally spent on that reward back to your loyalty account. In other words, if a reward that you’ve obtained with Points expires before you use it, the Points you used to redeem that reward will be returned to you after the reward’s expiration. Returned Points will be subject to the same terms as any other Points (including expiration rules based on inactivity). Note that this policy applies to Journey-sponsored rewards and offers; if you transfer Points to an external partner’s loyalty program or convert Points to a partner’s currency (if such functionality is offered), any expiration of benefits in the partner program may not result in returned Points, unless explicitly stated. Also, if an offer is terminated or voided due to your violation of this EULA or fraud, we reserve the right not to credit back the Points.

‍Program Changes: Journey reserves the right to make changes to the loyalty program rules, point structures, rewards catalog, or any aspect of the Program, as described in the Updates and Modifications section below. While we aim to keep the Program beneficial for users, changes may affect the value or availability of Points or rewards (for example, we might adjust the Point cost of certain rewards or discontinue certain reward items). We will endeavor to give advance notice of significant changes to the Program when feasible. Continued participation in the Program after changes take effect constitutes your acceptance of the new terms.

5. No Cash Value of Points and Rewards

‍No Monetary Value: Journey Points, rewards, coupons, and any other benefits accumulated through the Program have no cash value. They are promotional in nature and are not your personal property. Points cannot be exchanged or redeemed for legal tender, currency, or any monetary compensation from Journey or its partners.

‍Under no circumstances will Journey be obligated to provide you any cash or monetary payout for unused Points or rewards. This includes situations such as account closure, Program termination, or changes in your redemption preferences – your Points remain non-redeemable for cash.

‍Non-Transferability: Unless expressly permitted by Journey, Points and rewards are non-transferable and non-assignable. This means you may not sell, barter, gift, or otherwise transfer Points or reward benefits to any other person or account, except in cases where Journey explicitly allows a transfer (for example, a specific product feature might allow you to transfer points to another member or required by law such as upon death/inheritance as per applicable regulations). Any attempted sale or transfer of Points or rewards in violation of these terms is void and may result in the termination of your account. Points are intended solely for the benefit of the member who earned them.

‍No Refunds or Exchanges: Except for the expired-offer reversal policy described above, once Points are redeemed for a reward, the redemption is generally final. Points will not be reinstated or refunded after redemption unless the reward is unavailable, defective, or canceled by Journey or a partner, or if we determine in our discretion to cancel the redemption due to an error. Likewise, rewards obtained through redemption cannot be exchanged for cash or another reward, except as explicitly allowed by Journey’s stated policies.

‍Legal Exceptions: In certain jurisdictions, local law may require that loyalty points be treated as having some monetary equivalent (for example, for tax purposes or consumer refunds) or may prohibit the unconditional forfeiture of points. In such cases, the above no-cash-value and non-refund rules will apply to the fullest extent permitted by law, but we will comply with any legal obligations. Nothing in this section affects your ability to receive monetary refunds for actual purchases you made in regular transactions (outside the loyalty program) subject to the purchase’s sale terms; however, any Points earned on a purchase that is later refunded or canceled may be deducted from your account as those Points are no longer considered earned.

6. Third-Party Partners and Services

‍Independent Partners: Journey often works with alliance partners, such as airlines, hotels, retailers, or other service providers, to allow you to earn or redeem Points, or enjoy special offers. Please note that these partners are independent third parties and have their own terms of service and privacy policies. When you take advantage of a reward or offer provided by a partner (for example, using a Journey voucher at a partner’s store or transferring points to a partner’s loyalty program), you are also subject to that partner’s rules. Journey does not control the goods, services, or experiences provided by our partners, and we make no warranties or guarantees about the quality, availability, or fulfillment of any partner-provided reward. Any issues or disputes concerning a partner’s products or services should be resolved directly with that partner.

‍No Journey Liability for Partner Services: To the fullest extent permitted by law, Journey shall not be liable for any loss, damage, injury, or disappointment arising from or related to goods or services provided by third-party partners. For example, if you redeem Points for a hotel stay or a gift card with a retailer, Journey is not responsible if the hotel or retailer fails to honor the reward, or if you encounter problems with their service. While we strive to choose reputable partners and facilitate a smooth rewards experience, the partner remains solely responsible for the fulfillment and quality of any offer or reward they provide. Journey does not endorse or assume responsibility for any third-party content or information that may be accessible through our platform (such as partner offers, reviews, or advertisements). Your interactions with any third-party organizations or individuals, including partners, are solely between you and those parties.

‍Partner Liability Protection: You agree that you will not hold any Journey alliance partner, or any of our other third-party rewards or service providers, responsible for any claims or liabilities arising out of or in connection with the Journey services or the Program. Specifically, Journey’s partners shall not be liable for any acts or omissions of Journey, or for any harm resulting from your participation in the Journey Program. If you believe you have a claim regarding the loyalty Program or this EULA, you agree that your claim will be brought against Journey and not against our partners. Journey will indemnify and hold harmless its alliance partners from any third-party claims, damages, or liabilities that those partners may incur as a result of Journey’s breach of this Agreement or Journey’s violation of law in the operation of the Program. This indemnification means that if a partner is sued or penalized due to something that is solely Journey’s fault (related to Journey’s services), Journey will assume responsibility for those costs to the extent required by our agreements with partners and by law. (This clause does not limit any liability a partner may have directly to you under that partner’s own obligations; it simply clarifies that as between Journey and its partners, Journey takes responsibility for Journey’s own services).

‍Third-Party Links and Content: Our app or website may contain links to third-party websites or display content (such as promotions or ads) not owned or controlled by Journey. These links are provided for your convenience only. Journey is not responsible for the availability, content, or accuracy of third-party links or websites, nor does inclusion of any link imply endorsement by Journey. If you choose to click on any partner or third-party links, you do so at your own risk, and you should review the terms and privacy policies of those third-party sites.

7. User Conduct and Content

‍User Conduct Expectations: We expect all users to use Journey’s services and participate in the Program responsibly and lawfully. By using our Platform, you agree to adhere to the following conduct guidelines and refrain from any misuse of the services. You must not engage in any behavior that is fraudulent, illegal, abusive, or harmful to Journey, our partners, or other users. This includes, but is not limited to:

‍Fraud and Abuse: Do not attempt to earn Points or rewards through deception, fraud, or manipulation. Prohibited activities include using bots or automated scripts, creating fake transactions or receipts, exploiting bugs or errors for unjust gain, having multiple accounts for one individual, or falsifying personal information or referrals to obtain Points improperly. Any form of point farming, sale or barter of Points, or misuse of promotional offers beyond their intent is strictly forbidden. You also agree not to fabricate or tamper with proof of purchases or participate in any scheme to defraud Journey or its partners.

‍Unauthorized Access and Security: Do not access or attempt to access any account or system that you are not authorized to use. You may not probe, scan, or test the vulnerability of our infrastructure, circumvent or attempt to defeat any security or authentication measures, or introduce any malicious software (such as viruses, worms, or trojan horses) into the app or website. Any attempt to interfere with the proper working of the Journey services, such as by overloading, spamming, or crashing the platform, is prohibited.

‍Prohibited Content: If our platform allows you to submit or share content (for example, profile information, reviews, comments, or other feedback), you must ensure that any content you provide is lawful, relevant, and appropriate. Do not post or transmit any content that: (a) is obscene, pornographic, or offensive; (b) is defamatory, harassing, threatening, or hateful toward others; (c) infringes or violates the intellectual property rights or privacy rights of others; (d) contains personally identifiable information of others without consent; or (e) violates any applicable law or regulation. You remain solely responsible for any content you contribute and any consequences that result from it. Journey does not routinely monitor user content but reserves the right to remove or disable any content that violates these terms or that we find objectionable.

‍Lawful Use: You agree to use Journey’s services only for legitimate purposes and in compliance with all applicable laws and regulations. This means, for example, you will not use the loyalty Program in any jurisdiction where it is prohibited, will not engage in money laundering or illicit trade using Points, and will not use the platform to further any criminal activity. If certain features (like contests or sweepstakes) are offered, you will abide by official rules and not attempt to rig or improperly influence outcomes.

‍Violation of Conduct Rules: If we suspect that you have violated any of the above conduct rules or any other provision of this EULA, we may investigate your actions. Journey reserves the right to take appropriate action for misconduct, which may include: warnings or notifications to you, suspension of your access to certain features, deduction or cancellation of Points or rewards obtained through improper means, or termination of your account (as detailed in the Termination section below). In cases of suspected illegal activity or fraud, Journey may also report such conduct to law enforcement authorities and provide cooperation for any investigations. You acknowledge that any attempt to cheat or game the Program may result not only in loss of Points but also in legal consequences under civil or criminal law.

‍User Content License: (If applicable) By submitting any content or feedback to Journey (such as testimonials, suggestions, or images), you grant Journey a worldwide, royalty-free, sublicensable license to use, copy, modify, distribute, and display that content for the operation and promotion of the Program. You represent that you have all necessary rights to share such content and that our use of it will not infringe any third-party rights. This license survives any termination of your account solely for the content we already have in our systems. If you do not agree to grant this license, do not submit content to our platform.

8. Updates and Modifications

‍Changes to Services or EULA: Journey reserves the right to modify, update, or discontinue any aspect of our services or this EULA at any time. This includes changes to Program rules, Points earning rates, reward structures, fees (if any), or any terms and conditions herein. We will provide notice of material changes to this Agreement or to the Program by posting the revised terms on our website or mobile app, and by other reasonable means such as email notification or in-app alert, prior to the changes taking effect. We will endeavor to give you advance notice commensurate with the significance of the change and as required by applicable law – for example, we may provide at least 30 days’ notice for changes that negatively affect your rights or the value of your Points, when feasible.

‍User Consent to Changes: By continuing to use the Journey services or to participate in the Program after any changes to this EULA become effective, you are accepting the revised terms. If you do not agree to a change, you have the right to stop using the services and, if the change materially affects your ability to use Points already accumulated, you may contact us to discuss alternatives (such as using your remaining Points under the prior terms during a limited grace period, if applicable). It is your responsibility to review any updated EULA when we notify you of changes. We will update the “Effective Date” at the top of this Agreement when we make changes, so please check back periodically.

‍Program Suspension or Termination: In addition to term changes, Journey may decide to suspend or discontinue the loyalty Program (in whole or in part) at its discretion. If we terminate the entire Program, we will provide notice to members and may, at our discretion, allow a certain period for you to redeem any remaining Points before termination. Any Points not redeemed by the end of such period will expire. Journey will not be liable to you for the termination of the Program or modifications to rewards, except to the extent that we fail to provide the required notice or to honor any earned rewards in accordance with existing terms prior to the change.

‍Software and App Updates: From time to time, we may deploy updates, bug fixes, or enhancements to our mobile applications or website. Your device or browser may need to install these updates to continue accessing the services properly. We encourage you to keep your app updated to the latest version for security and functionality reasons. Updates may also change or remove certain features. By using the app, you agree to receive automatic updates (when enabled on your device). If you do not install updates, the services may not operate correctly or securely, and we are not responsible for issues arising from your failure to update.

9. Termination and Account Closure

‍Termination by User: You may choose to terminate your Journey Rewards membership and close your account at any time for any reason. You can do so by contacting Journey customer support or using any available account deletion feature on our website/app. Account termination is effective once processed by Journey. Upon termination by you, any unused Points or unredeemed rewards in your account may be forfeited permanently (unless you are exercising a data deletion right under privacy law without the intention to forfeit rewards – in such case, contact support to discuss options). If you wish to use up your Points before terminating, you should do so before requesting account closure, as after closure you will not have access to redemption.

‍Termination or Suspension by Journey: Journey may suspend your account or terminate your membership in the Program at our discretion under the following circumstances (not an exhaustive list):

‍Breach of Terms: If you violate any provision of this EULA or any applicable policy (for example, engaging in prohibited conduct, fraud, or abuse of the Program as described above).

‍Fraud or Misuse: If we detect or have a reasonable belief that you have engaged in fraudulent activity, illegal conduct, or misuse of the Platform or Points (e.g., fraudulently obtained Points, selling rewards, using multiple accounts, or other manipulative behavior).

‍Inactivity: If your account has been completely inactive for an extended period. As noted, Points expire after 24 months of inactivity; additionally, Journey reserves the right to close accounts that remain inactive (no log-in or transactions) for a very long duration (for instance, over 36 months) as part of general account maintenance. We will comply with any legal requirements to notify you before closing an account for inactivity, and, where required, will maintain records of point balances.

‍Legal Requirement or Risk: If required by law (e.g., pursuant to a court order, or if we determine the account is associated with sanctioned parties or activities), or if your continued participation poses an unacceptable risk to Journey or our users (such as security risks).

‍Program Termination: If we are discontinuing the Program entirely, as mentioned in the Updates section, all memberships may be terminated as of the program end date.In the event of suspension or termination by Journey, we will endeavor to notify you (via the email or contact info associated with your account) of our action and, where appropriate, provide the reason for termination. However, in cases of severe violation or security threat, we may take immediate action (such as disabling access) prior to notice.

‍Effects of Termination: Upon termination of your account (by you or by us), your right to access the Journey services and participate in the loyalty Program ceases immediately. Any Points, rewards, or benefits that have not been redeemed will be void (except as specifically provided otherwise in this EULA or required by law). If termination is due to a breach of this EULA or fraud, you forfeit all accumulated Points and rewards as of the termination date; they will not be redeemable or refundable. If Journey terminates the Program entirely (not for cause related to your conduct), we may, at our discretion, provide a short period for members to redeem any remaining points before they are forfeited. Journey shall not be liable to you for compensation, reimbursement, or damages in connection with termination of your account or loss of Points, unless termination was wrongful under applicable law.

‍Surviving Provisions: Even after your account is terminated or you cease using the services, certain provisions of this EULA will continue to apply. These include, but are not limited to:

‍Privacy obligations (to the extent we retain some of your data for lawful purposes), Arbitration and dispute resolution, class action waiver, liability limitations, indemnity, and governing law clauses, as well as any other terms which by their nature should survive termination (such as accrued rights or payment obligations, if any, and any licenses granted to Journey for content). Termination does not relieve you of responsibility for any fees or charges incurred before termination (if applicable), or liability for any misconduct you may have committed.

10. Disclaimer of Warranties; Limitation of Liability

‍Service “As Is": The Journey services, loyalty Program, mobile apps, website, and all rewards or content provided through them are offered on an “as is" and “as available" basis, without warranties of any kind. To the fullest extent permitted by law, Journey (and its parent company, affiliates, subsidiaries, officers, directors, employees, and agents) disclaim all warranties, express or implied, in connection with the Program and your use of the services. This includes, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade. We do not guarantee that the services will be uninterrupted, error-free, or secure, that defects will be corrected, or that the app or servers are free of viruses or other harmful components. While we strive for accuracy, we make no warranty that the information or results obtained through the Program (including Point balances, reward availability, or partner information) will be accurate or reliable. No advice or information, whether oral or written, obtained by you from Journey or through the services shall create any warranty not expressly stated in this EULA.

‍Limitation of Liability: To the maximum extent permitted by law, in no event shall Journey or its affiliates, partners, or licensors be liable for any indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with your use of (or inability to use) the Journey services or Program. This includes, without limitation, damages for lost profits or earnings, loss of data, loss of rewards or Points (except as explicitly provided otherwise in these terms), business interruption, or any other intangible losses, even if we have been advised of the possibility of such damages. Additionally, Journey and its affiliates and partners will not be responsible for: (a) any damage to your computer system or mobile device, or loss of data, that results from download or use of our app or website; (b) any failure or delay in the performance of our obligations due to causes beyond our reasonable control (for example, network outages, hacker attacks, acts of God, or pandemics); (c) any content or conduct of any third party, including other users, partners, or advertisers on our platform; and (d) any transactions or relationships between you and any third-party provider (even if you learned about them or interacted with them through Journey).

‍Cap on Liability: To the extent that any liability is not legally excludable, the total cumulative liability of Journey (and its affiliates, officers, directors, and agents) to you for all claims arising from or related to the services or this EULA shall not exceed the greater of: (i) the total amount of any fees you may have paid to Journey in the 12 months prior to the event giving rise to the liability (for most users, this is $0, since participation in the loyalty Program is typically free), or (ii) USD $100 (or equivalent in local currency). This limitation applies collectively to all of your claims, whether based in contract, tort, statute, or any other legal theory. The existence of multiple claims or events will not enlarge this cap. You acknowledge that this limitation of liability is a fundamental part of the agreement between you and Journey, and that without it, the terms and pricing (free participation) offered would be different.

‍Exceptions: Some jurisdictions do not allow the exclusion of certain warranties or the limitation/exclusion of liability for certain types of damages. For example, in the European Union, consumers have certain statutory guarantees that may not be disclaimed, and in some countries liability cannot be limited for willful misconduct, gross negligence, death, or personal injury through negligence.

‍Nothing in this EULA is intended to exclude or limit any warranty or liability that cannot be excluded or limited by law. In particular, this disclaimer of warranties and limitation of liability does not apply to any consumer in a jurisdiction where such provisions are prohibited by law. If any exclusion of warranties or limitation of liability is held to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable (or severed, if necessary), and the remainder of this Agreement shall continue in full force.

‍Indemnification by User: (Note: We include this to reflect best practices even though not explicitly requested.) You agree to indemnify, defend, and hold harmless Journey and its affiliates, officers, employees, agents, and partners from and against any and all third-party claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees and costs) that arise out of or are related to your violation of this EULA, your misuse of the services, your violation of any law or regulation, or your infringement of any third-party rights. This means that if a third party (including a government agency) sues or penalizes Journey because of something you did in breach of this Agreement or unlawfully, you will cover all costs and damages that Journey incurs as a result, to the fullest extent permitted by law. We will promptly notify you of any such claim and may, at your expense, allow you to assist in the defense or settlement of it, provided that we may choose our own counsel and control the defense. This indemnity survives any termination of your account or this Agreement.

11. Severability and Governing Law

‍Severability: Each provision of this EULA is intended to be interpreted in such a manner as to be effective and valid under applicable law. If any provision (or part of a provision) of this Agreement is found to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, that provision or part will be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions. The remainder of the EULA will continue in full force and effect. In lieu of any invalid or unenforceable term, a valid provision that most closely approximates the intent and economic effect of the invalid term shall be substituted, to the extent permitted by applicable law.

‍Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or with the Journey services shall be governed by and construed in accordance with the laws of Delaware, United States (or, if Journey Rewards Inc. is headquartered outside the U.S., the laws of that jurisdiction), without regard to its conflict of law principles. However, we recognize that consumers in certain countries may be entitled to the protection of mandatory consumer protection laws in their country of residence. If you reside outside of [the named jurisdiction], nothing in this Agreement will deprive you of the protections of the laws of your country which cannot be waived by contract. In other words, the choice of [State] law is subject to any overriding consumer rights you have under local law. The U.N. Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

‍Jurisdiction: Subject to the Dispute Resolution (Arbitration) section above (which provides for arbitration and certain exceptions), and to the extent a court action is permitted or required under this Agreement, the parties agree to the exclusive jurisdiction of the state or federal courts located within Delaware, USA (for proceedings in the United States) or the appropriate courts in the jurisdiction of Journey’s headquarters if outside the USA. You and Journey consent to personal jurisdiction in and venue of such courts and waive any objections on the grounds of inconvenient forum or otherwise, except that if you are a consumer residing outside of the chosen jurisdiction, you may have the right to bring an action in your home country courts under applicable law. This governing law and jurisdiction clause shall not apply in jurisdictions that do not allow such provisions, but in all cases, you will not be deprived of the substantive rights provided by the consumer protection laws of your home jurisdiction.

‍Prevailing Language: This Agreement may be translated into multiple languages for your convenience. In the event of any conflict or inconsistency between the English version and a translated version, the English version shall control, to the extent not prohibited by local law. Any ambiguities shall be interpreted in a fair and reasonable manner without strictly construing against either party.

‍Entire Agreement and Waiver: This EULA (along with the incorporated Privacy Policy and any additional terms referenced herein) constitutes the entire agreement between you and Journey regarding your use of the services and the Program, and it supersedes any prior agreements or understandings (oral or written) relating to the same subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Journey. Our failure to enforce any right or provision of this EULA does not constitute a waiver of that right or provision.

‍Contact Information: If you have any questions, concerns, or feedback about this EULA or the Journey Rewards Program, or if you need to provide legal notice to us, please contact us at:
‍
Journey Rewards Inc.
Attn: Legal Department / Customer Support
447 Broadway
Suite 2661
New York, NY 10013
Email: [email protected]

By using the Journey Rewards services, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms. Thank you for being a part of Journey Rewards, and we hope you enjoy the benefits of our Program in a fair and rewarding way!