TREATLEY SUBSCRIPTION AGREEMENT AND PLATFORM TERMS AND CONDITIONS

1. INTRODUCTION
   1. By Subscribing to the Platform, you agree to enter into a legally binding Subscription Agreement (“Agreement”) with us.
   2. This Agreement stipulates all terms and conditions (“Terms”) relating to your Subscription to the Platform as well as your use of the Platform, and by Subscribing to the Platform you agree to all such Terms and acknowledge the terms of any related policies issued from time-to-time.
   3. If you do not agree with the Terms as set out herein, then we recommend that you DO NOT subscribe to or continue using or accessing the Platform.
   4. You must be at least 18 (eighteen) years of age to subscribe to and use the Platform.
2. DEFINITIONS
   1. Unless the context dictates otherwise, the words and expressions set forth below shall bear the meanings ascribed to them: –
      1. “ACH” means the Automated Clearing House network used in the US for electronic bank account debits and credits, governed by Nacha Operating Rules;
      2. “Activation Link” means the unique web-link shared with a User intending to subscribe to the Platform through the Contact Center;
      3. “Applicable Laws” means all applicable federal and State laws, regulations, regulatory requirements and codes of practice in the United States of America, as amended and in force from time to time;
         
      4. “Contact Center” means the division of the Provider, which is responsible for inbound calls, including customer service;
      5. “Day(s)” means calendar days, unless expressly referred to as “Business Day(s)” then Business Day(s) shall refer to normal business days, being Monday to Friday, from 08:00 – 17:00, with weekends and US federal holidays excluded;
      6. “FTC” means the United States Federal Trade Commission, and “FTC Act” means the Federal Trade Commission Act of 1914, as amended;
      7. “Intellectual Property” means all intellectual property subsisting in, pertaining to or used on, through or by means of the Platform, including, without limitation, documents, designs, Trademarks, service marks, data, trade secrets, methods and know-how, as well as copyright, including, without limitation, all copyright in any documents, logos, designs, multimedia works, software (including both source and object code and any programmers’ or developers’ notes, flow charts, memoranda and design documents), as well as any goodwill and rights of reputation attaching to any of the above.
      8. “Link” refers to the click-to-reveal link which discloses a unique digital code associated with a Voucher, and which is transmitted to a Subscriber via email;
      9. “Login Details” means information captured to access the Platform such as a unique username and password;
         
      10. “Minimum Spend” means the total qualifying amount stipulated at clause 4.2.1 below, which a Subscriber must spend at the Selected Retailer in order to redeem each Voucher.
      11. “Month” means a calendar month, and for the purposes of this Agreement, a calendar month is defined as the period from the first Day of a given month to the last Day of that same month, inclusive;
      12. “Monthly Subscription Fee” means the recurring monthly fee payable in advance by the Subscriber to the Provider, in USD, in exchange for access to the Platform. The amount of the Monthly Subscription Fee is specified in the pricing details provided by the Provider;
      13. “Nacha” refers to the ‘National Automated Clearing House Association’, doing business as ‘Nacha’, the association which develops rules and standards, including the “Nacha Operating Rules”, the rules which provide the legal governance framework which apply to all stakeholders and all payments processed through the ACH network in the US;
      14. “Person” means, where the context so requires, an individual, firm, company, corporation, juristic person, local authority, and any trust, foundation, organisation, association or partnership, with or without a separate juristic personality;
      15. “Personal Information” means any information as defined in the applicable US Data Protection Laws, including but not limited to:
          1. First name and surname;
          2. Billing information;
          3. Mobile Number; and
          4. Email Address;
      16. “Platform” means the Provider’s web-based platform known as Treatley, which provides Subscribers with access to promotional offers. The Platform is intended for use in respect of the USA domestic market, and is accessible by signing in on the Treatley Home Page through the required Login Details;
      17. “Privacy Policy” means our Privacy Policy that may be accessed on the Platform, which is supplementary and complementary to these Terms, and which provisions are read into these Terms as if specifically incorporated herein;
      18. “Processing” means any automated or manual activity of collecting, recording, organizing, storing, updating, distributing and removing or deleting Personal Information;
      19. “Provider” means Ignition Digital LLC, a corporation organized and existing in accordance with the laws of the State of Delaware with registered office at 1700 Market Street, Suite 3010, Philadelphia, 19103 (also referred to as “we”, “us” and “our”);
      20. “Recurring Card Payment” means a recurring debit or credit card transaction authorised by the Subscriber for payment of the Monthly Subscription Fee;
      21. “Retailer Product(s)” means the goods purchased or available to purchase by the Subscriber from the Selected Retailer(s) when redeeming a Voucher;
      22. “Selected Retailer(s)” means any participating retailer, as stipulated at clause 5 below, where a Subscriber is able to redeem a Voucher;
      23. “Sites” means any third-party website and/or web-applications that showcase such third-party’s products or services, including those of Selected Retailers, referenced by the Provider or where access to such third-party website and/or web-applications is facilitated by the Provider;
      24. “State” shall refer to any of the 50 (fifty) states of the USA;
      25. “Subscriber(s)” means any Person(s) who takes all required actions, including creating a user profile and paying the Monthly Subscription Fee, to benefit from the use of the Platform;
      26. “Subscription” means the Subscriber’s access to and use of the Platform in terms of this Agreement;
      27. “Trademarks” means all registered and unregistered trademarks, trade names, symbols, signs, insignia, emblems, logos and slogans utilized by the Provider in facilitating your use of the Platform;
      28. “Treatley Home Page” means the https://www.treatley.co/ webpage, serving as the point where Users can create a profile and sign into the Platform;
      29. “USA” or “US” refers to the ‘United States of America’, the country consisting of 50 (fifty) States located primarily on the North American continent, with Alaska in the northwest, and extending to the off-shore island nation of Hawaii located in the Pacific Ocean.
      30. “USD” means ‘United States Dollar’($), the official currency of the USA;
      31. “US Data Protection Law(s)” shall mean all laws, regulations, and regulatory requirements, in any jurisdiction of USA, relating to the collection, use, disclosure, processing, storage, and protection of Personal Information, personal data, or similar information, including but not limited to:(a) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”);
          (b) the Virginia Consumer Data Protection Act (VCDPA);
          (c)the Colorado Privacy Act (CPA);and any substantially similar or successor
          laws enacted or regulations promulgated by
          any State or federal authority of the USA
          relating to data privacy or data protection.
          
      32. “User(s)” means any Person visiting or viewing the Treatley Home Page who is not yet a Subscriber;
      33. “Voucher(s)” means a promotional voucher, accessible through a Link, which permits the Subscriber to receive a promotional offer which may be redeemed in accordance with the provisions of these Terms when purchasing Retailer Products from Selected Retailers. Each Voucher constitutes a promotional offer:
          1. provided to Subscriber free of any additional charges, and is not a gift card or prepaid card;
          2. with no stored or reloadable balance and no consumer balance tracking;
          3. that is non-transferable, carries no actual cash value, and may not be redeemed for cash or credit (except where required by law).
      34. “You” or “your” means the Subscriber and/or the User.
3. PLATFORM SUBSCRIPTION
   1. Only Subscribers are permitted to access and benefit from the Platform.
   2. The Platform may be accessed by Subscribers for a Monthly Subscription Fee.
   3. The Subscriber understands that the Monthly Subscription Fee is due and payable monthly in advance in exchange for a valid Subscription.
   4. By Subscribing to the Platform, the Subscriber authorises us to charge the Monthly Subscription Fee to the payment method provided by the Subscriber (for recurring ACH debit or Recurring Card Payments).
   5. Depending on the method that the Subscriber used to sign up to the Platform, the processing of the Monthly Subscription Fee will either be facilitated by us or by a third-party payment service provider acting on our behalf.
   6. The Subscriber may revoke or update its payment authorisation at any time. If the Subscriber revokes payment authorisation and does not provide a replacement payment method, the Subscription may be suspended or cancelled at the end of the then-current billing cycle.
   7. By providing bank account information, the Subscriber authorises us and our payment processor to initiate recurring ACH debits from the designated bank account until cancellation. The Subscriber confirms they have authority over the account and will maintain sufficient funds.
   8. By providing debit or credit card information, the Subscriber authorises us or our payment processor to process recurring card charges for the Monthly Subscription Fee until cancellation
   9. Should the date on which the Subscriber’s Monthly Subscription Fee is due fall on either a Saturday, Sunday or Federal Holiday, the charge may be processed on the following Business Day.
   10. We reserve the right to make any adjustments to the Monthly Subscription Fee, including increases, at our sole discretion. Any increase will be notified to the Subscriber in advance and will apply from the next billing cycle. If the Subscriber does not agree with the increase, the Subscriber may cancel the Subscription before the increase becomes effective.
4. PROMOTIONAL VOUCHERS
   1. Upon subscribing to the Platform, the Subscriber can choose and receive up to 2 (two) Vouchers per Month from the Selected Retailers, with a limit of 1 (one) Voucher per Selected Retailer.
   2. The Voucher(s) are redeemable once the Subscriber meets the Minimum Spend at each Selected Retailer. Each Voucher:
      1. is subject to a Minimum Spend of $20 (Twenty USD) at the Selected Retailer; and
      2. bears an equivalent value of $10 (Ten USD).
   3. The Subscriber will receive their selected Voucher(s) via e-mail embodying a Link. Vouchers are issued as a unique Link that must be presented to the Selected Retailers to redeem their value.
   4. Vouchers may be redeemed either online or in-store, subject to the redemption method prescribed by the Selected Retailer.
   5. Each Link sent to the Subscriber shall be valid only for the Month in which it was acquired. The validity period of a Link is limited to the Month during which it is obtained, and any unused or unclaimed Voucher benefits associated with the Link shall expire at 23:59 on the last day of that Month. The Subscriber acknowledges and agrees that no extensions or carryovers of the Voucher benefits associated with the specific Link will be granted beyond the specific Month of procurement. It is the Subscriber’s responsibility to utilise the Voucher within its designated validity period or the Voucher will lapse, and we shall not be liable for any loss or inconvenience resulting from the expiration of Voucher benefits. No extensions, rollovers, or carryovers apply under any circumstances.
   6. Vouchers are solely redeemable at the Selected Retailer, and cannot, under any circumstances, be exchanged for cash with the Selected Retailer.
      
   7. Vouchers cannot be combined with other discounts, promotions, loyalty programs, or rewards, unless specified by the Selected Retailer.
   8. Each Selected Retailer may have unique terms and conditions for the Voucher use. The Subscriber is responsible for reviewing and complying with these terms.
   9. Vouchers are redeemable only within USA at designated Selected Retailers.
   10. We may void, cancel, or refuse to honour any Voucher where fraud, misuse, resale, manipulation, or abuse of the Platform is suspected.
5. SELECTED RETAILERS
   1. Subscribers will be able to select and redeem Vouchers in respect of the following participating Selected Retailers (which may vary from time to time):
      1. Adidas USA
      2. AMC Theaters
      3. Athleta
      4. Banana Republic
      5. Barnes & Noble
      6. Bass Pro Shop
      7. Bath & Body Works USA
      8. Bed Bath & Beyond
      9. Buffalo Wild Wings USA
      10. Burger King USA
      11. Cabela’s
      12. Callaway
      13. Chipotle USA
      14. Cold Stone Creamery®
      15. CVS Pharmacy®
      16. Dominos
      17. DSW
      18. Dunkin’ Donuts
      19. Fairmont Hotels & Resorts
      20. H&M USA
      21. IHOP®
      22. Kohl’s
      23. Krispy Kreme
      24. L.L.Bean
      25. Lego USA
      26. Lowe’s
      27. Nike USA
      28. Old Navy
      29. Panda Express
      30. Panera Bread
      31. Papa John’s
      32. Petco
      33. Petsmart
      34. REI
      35. Sephora USA
      36. Sierra Trading Post
      37. Staples
      38. Starbucks USA
      39. Steak ‘n Shake
      40. Stitch Fix®
      41. The Home Depot USA
      42. Topgolf
      43. Wine.com
   2. The list of Selected Retailers at clause 5.1 above is not an exhaustive list, and we reserve the right to make any adjustments to the list of Selected Retailers, at our sole discretion.
   3. Selected Retailers are independent third parties. We do not control and are not responsible for their products, pricing, fulfillment, policies, or actions.
   4. Subscribers are encouraged to exercise due diligence when dealing with Selected Retailers and to report any issues to us.
   5. We undertake to respond within 48 (forty-eight) hours of receipt of a query, or as soon as possible thereafter.
6. SUBSCRIBER DATA COLLECTION 
   1. Subscription, Activation, and Login Data
      1. You will be able to subscribe to the Platform through the Contact Center. We will update these terms to reflect further modes of sign-up as and when these future developments take place.
      2. Should you sign up through the Contact Center, you will be able to activate your Subscription on the Platform by accessing the Activation Link.
      3. When you become a Subscriber to the Platform, we will collect your Personal Information such as:
         1. Full name/s and surname;
         2. E-mail Address;
         3. Cellphone contact number; and
         4. Payment details (for example, bank account or card information);
      4. You guarantee that any Personal Information provided, in terms of Clause 6.1.3, required to allow you access to the Platform are:
         1. true, accurate, current, and correct;
         2. will be updated by you regularly, as well as, if and when required; and
         3. is a full disclosure of all facts.
      5. Personal Information collected together with any information required to access the Platform, such as Login Details, must be kept confidential and no sharing of Login Details is permitted. You accept full responsibility for all activities that occur under your Login Details and accept responsibility for sharing these details.
      6. Any use of your Login Details will be regarded as if you were the Person using such information.
   2. Data Protection and Legal Compliance
      1. Should the User become a Subscriber, the Subscriber’s Personal Information will be captured, Processed and stored by us in terms of our Privacy Policy.
      2. Processing may include disclosures to third-party processors for payment, Subscription fulfillment, verification, or compliance.
      3. We do not knowingly permit Subscriptions by individuals under 18 years of age. If we become aware that a Subscription has been created by a minor, we may cancel the Subscription and, where appropriate, arrange a refund in accordance with these Terms.
      4. Where you act on behalf of a legal entity, you warrant that you have the necessary authority and capacity to bind the legal entity to these Terms and should you be requested to provide proof of such authority, you must be able to do so within a reasonable period of time.
   3. Privacy Policy
      1. To ensure that our position in relation to our data protection and privacy compliance practices are clearly communicated to you, we ask that before you share any Personal Information with us, that you read and acknowledge the terms of our Privacy Policy.
      2. In instances where we process certain Personal Information and such processing requires us to provide you with further information relating thereto, we will refer you to specific privacy notices which supplement the provisions of our Privacy Policy.
      3. Any Personal Information Processed by us will be used solely in accordance with the FTC Act, US Data Protection Laws, and Applicable Laws, and will not be disclosed to any third party in contravention of such laws.
      4. You agree to receive all notices, disclosures, and communications electronically. Electronic delivery satisfies any legal requirement for written communications.
   4. Cookies
      1. When providing access to the Platforms, we seek to make your access easy, useful and reliable. This sometimes involves placing small amounts of information on your device. These are called “cookies”.
      2. These cookies cannot be used to identify you personally and are used to improve your access to, and use of, the Platform. To learn more about our use of passive means of data processing, such as the use of cookies, please make sure that you read and acknowledge the terms of our Cookie Policy.
      3. By subscribing to the Platform, you consent to the sharing of your Personal Information with us. From time-to-time, and for purposes of account creation and/or verification and/or fulfilling the Subscription via the Platform, we will be required to Process your Personal Information and disclose it to third parties. By accepting these Terms, you consent to this transfer and further Processing for the purposes set out above to enable us to fulfil our obligations to you.
      4. When you Subscribe, you opt-in to receiving communications from us on various electronic communication channels, including email for purposes of marketing and providing our products and services to you.
      5. All information records that you send to us using the Platform or any other electronic channels may be stored electronically by us, as well as the providers of the electronic channel.
      6. Although we take all reasonable steps to protect your Personal Information and maintain confidentiality, we cannot guarantee the security or integrity of any Personal Information you transmit to us online. We take reasonable steps to ensure that any third parties with whom your Personal Information is stored, where applicable, are bound by acceptable confidentiality obligations, however, it is your responsibility to familiarise yourself with our Privacy Policy and those of any relevant third-party service providers related to accessing and using the Platform.
      7. Please take special note that if you receive any unsolicited communication, including electronic communication that appear to be from us, asking for Personal Information, financial details, credit card numbers, usernames, passwords, or verification through a link, please be aware that it is likely a fraudulent attempt to illegally access your information.
      8. We do not ask for this type of information by means of electronic communications and as such we ask you not to respond to these types of communications or click on any link. Doing so will place you and your Personal Information at risk and we will not be held responsible for any consequences resulting from your response to any such communication. Should you receive such communication, please immediately report it to support@treatley.co.
      9. Any electronic communication, including email notifications sent to you will be considered as having been received by you when such communication is sent, unless the contrary is proven. As such, it is your responsibility to provide, at your own expense, any access to the internet, data, or any required devices for purposes of such electronic communication. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically meet any legal requirements for such communications to be in writing.
      10. Should you not wish to communicate with us via any specific channel or receive any marketing and/or product or Platform related information from us, you may opt- out and change your communication preferences by contacting us at support@treatley.co.
7. TERMINATION AND CANCELLATION OF SUBSCRIPTION
   1. The Subscription will automatically renew for subsequent Monthly periods unless the Subscriber provides a written notice of cancellation, with the cancellation taking effect at the end of the current billing cycle applicable at such time.
   2. We reserve the right to terminate or suspend the Subscriber’s Subscription in case of breach of any of the Terms.
   3. In the event of cancellation or termination, the Subscriber will no longer be entitled to access the Platform.
   4. The Subscriber must cancel their Subscription by sending written notice of cancellation to support@treatley.co or, where available, by using the cancellation functionality in your online account on the Platform.
   5. The Subscriber has the legal right to cancel their Subscription and request a full refund for their initial Monthly Subscription Fee, without reason, during the 7 (seven) Days following the payment of the initial Monthly Subscription Fee, subject to the Subscriber not having accessed a Voucher from the Platform during this 7 (seven) Day period. Where payments were made via ACH, refunds will be processed subject to Nacha Operating Rules and may take additional time depending on the Subscriber’s bank.
   6. After the lapse of 7 (seven) Days, as aforesaid, the granting of a request for a refund will be in the sole discretion of the Provider.
   7. Should a request for a refund be granted, we will provide a refund to the original payment method used for the Monthly Subscription Fee (where technically feasible) within 30 (thirty) Days of the refund request.
8. LIMITATION OF LIABILITY
   1. You expressly acknowledge and agree that the Applicable Laws governing us shall at all times be applicable to your use of our Platform.
   2. The Platform and all content on the Platform are provided on an ‘as is’ and ‘as available’ basis. We make no warranties of any kind, express or implied, except as required by Applicable Laws.
   3. To the maximum extent permitted by Applicable Laws, we will not be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages, including loss of profits, loss of business, or loss of data, even if we have been advised of the possibility of such damages.
   4. To the maximum extent permitted by Applicable Laws, we will not be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages, including loss of profits, loss of business, or loss of data, even if we have been advised of the possibility of such damages.
   5. To the maximum extent permitted by Applicable Laws, our total aggregate liability arising out of or in connection with the Platform, the Vouchers, or these Terms, whether in contract, tort (including negligence) or otherwise, shall not exceed the total Monthly Subscription Fees actually paid by you to us in the twelve (12) months preceding the event giving rise to the claim.
   6. We are not liable for any action, omission, product, service failure, or breach by any Selected Retailer.
   7. Although we are committed to providing you with the best possible service, we shall not be responsible for:
      1. any actions or omissions by you that result in a breach of the provisions of these Terms;
      2. any links to other websites or web-applications from our Platform. You also acknowledge that we cannot control the content of, or the products offered on any third party Sites;
      3. a denial of access to the Platform, should we believe or have reason to believe that you are conducting activities that are illegal, abusive, would attack the integrity of the Platform or put the Provider in disrepute; or
      4. your reliance on any of the information, content, tools or materials that you obtain or gain access to from the Platforms.
9. LIMITATIONS OF USE:
   1. You agree not to:
      1. use, reproduce, adapt, distribute, publish or in any other way deal or interfere with the Platform or its content, including but not limited to bots, scrapers, or any automated means intended to extract Voucher information or disrupt Platform operation;
      2. establish a hyperlink, frame, metatag, similar reference, whether electronically or otherwise, or any other reference to the Platform without our prior consent;
      3. use our Platform to process Personal Information of third parties;
      4. violate the privacy of any Person in order to, or attempt to, gain unauthorized access to us or our Platform, including, but without limitation through hacking, password mining or any other means;
      5. use our Platform to engage in any illegal or unlawful activity;
      6. post content on our Platform that is not related to any of the Retailer Products, is illegal, unlawful, obscene, defamatory, discriminatory, disparaging of others, derogatory, inflammatory, harassing, insulting, offensive or likely to promote violence or hatred against others or that contains abusive, offensive or profane language;
      7. employ automated electronic or mechanical processes designed to negatively affect the performance and our provision of our Platform;
      8. utilize our Platform in a manner which disrupts our normal operations;
      9. attempt to or gain unauthorized access to our programming, coding or infrastructure; or
      10. circumvent, disable or otherwise interfere with security related features or features that prevent or restrict the use or enforce limitations on the use of our Platform.
   2. We reserve the right to disable your profile and/or limit your access to our Platform should there be a violation of these Terms.
10. MODIFICATIONS
    We reserve the right to modify or amend these Terms at any given time by uploading revised Terms on the Platform. Continued use of the Platform following publication of amended Terms constitutes acceptance of the revised Terms.
11. INTELLECTUAL PROPERTY
    1. You acknowledge that the Platform, inclusive of its content, graphics, user-interface and the underlying scripts and software used to provide the Platform, constitute Intellectual Property owned by the Provider and/or its licensors safeguarded by applicable Intellectual Property laws.
    2. You agree to utilize such Intellectual Property exclusively for personal, non-commercial purposes in adherence to this Agreement. Under no circumstances shall any part of the Platform’s Intellectual Property be transferred or reproduced except as expressly permitted by this Agreement. You commit not to modify, rent, loan, sell, share, distribute, or exploit the Platform and its related Intellectual Property beyond the expressly authorised uses outlined in this Agreement.
12. GOVERNING LAW
    These Terms are governed by the Applicable Laws, and you hereby agree that any disputes arising from these Terms shall be resolved in respect of such Applicable Laws, with the Courts of the State of Delaware having jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
13. CONTACT INFORMATION
    1. For more information or any Voucher related queries, you may contact us at support@treatley.co from Monday to Friday, 08:00 to 17:00.
    2. We undertake to respond within 48 (forty-eight) hours of receipt of a query, or soon thereafter.
14. WHOLE AGREEMENT
    1. Severability. If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
    2. Entire Agreement. These Terms, together with any policies or documents expressly incorporated by reference, constitute the entire agreement between you and us regarding the Platform and supersede any prior agreements or understandings.