Rewards Terms & Conditions

Updated August 21, 2023 Important information about the Ugami Rewards program and this Agreement

1. Overview

This document describes how the Ugami Rewards program works and is an agreement between you and Ugami, Inc. (“Ugami”). By participating in the Ugami Rewards program (the “Program”), you agree to be bound by the terms and conditions for the Program (the “Terms”), the terms of use for the Ugami website and the Ugami App (together the “Website”), and the Ugami Privacy Policy each of which is a legally binding contract between you and Ugami regarding your participation in the Program and is incorporated by reference herein. Interpretation of these Terms and any other Program Rules shall be at our sole discretion. Your participation in the Program is expressly conditioned upon your compliance with these Terms and with all present and future Program Rules, terms, regulations, policies and procedures that Ugami may, in its discretion, adopt from time to time. The Program is void where prohibited by law. You agree that enrolling in the Program indicates your acceptance of these Terms.

2. Definitions

In this document, the following words have the special meanings below:

“Authorized User” shall mean anyone legally authorized by you to use your Card Account;
“Bank” shall mean Blue Ridge Bank, N.A., which issues the Ugami Card;
“Card” or “Ugami Card” shall mean any debit or credit card or account number that is associated with your Membership Account;
“Cardholder” shall mean any Ugami Rewards Member who successfully applies for a Ugami Card and to whom a Card is issued;
“Account” shall mean your Ugami Deposit Account provided by Blue Ridge Bank, N.A. that is linked to the Program;
“Inactive Account” shall mean a Membership Account for which there has been no activity for 18 months. Activity for the purposes this definition means (i) Qualified Purchases made with your Ugami Card), (ii) earning Ugipoints or (iii) redemptions using Ugipoints.
“Member”, “Rewards Member”, “you” or “your” shall mean the person who elects to earn Ugipoints by enrolling in the Ugami Rewards Program, who is responsible for the Program Membership Account and compliance with this Agreement or, for Members who are between 13-18 years of age, the Sponsor who is acting on behalf of the Member;
“Membership Account” shall mean the Program account through which the Member participates in the Program;
“Points” or “Ugipoints” shall mean points earned by Members through use of the Program which may be used to make purchases in the Ugami Store;
“Program” shall mean the Ugami Rewards Program;
“Purchases” or “Qualifying Purchases” are defined in section 8 of this Agreement, titled “How You Can Earn Points;”
“Sponsor” is an individual of the age of 18 or older, such as a parent, guardian, or a trusted adult.
“Subscription” shall mean a recurring payment to receive access to a platform such as Netflix or Steam.
“Terms” or “Program Rules” shall mean the Ugami Rewards Program terms and conditions, along with any other rules, terms, regulations and policies and procedures that Ugami may issue in writing in conjunction with the Program, which shall, in Ugami’s discretion, be incorporated therein by reference hereto;
“Tier Status” means the membership tier level achieved based on number of Ugipoints earned which is further defined in the section 9, “Tier Status;”
“Ugami”, “Company”, “we” or “our” shall mean Ugami, Inc., the sponsor of the Ugami Rewards Program;
“Ugami App” or “App” shall mean the Ugami Application that may be used with the Card and the Program, which can be downloaded from the Apple App Store or Google Play;
“Ugami Store” shall mean the online store available at https://ugami.com/store/
“Website” shall mean the Ugami Website at https://ugami.com/.

3. Eligibility

The Program is offered only to (a) legal residents in the fifty (50) United States and the District of Columbia, and (b) who are at least eighteen (18) years of age or older or, if you are between the ages of 13-18 have a Sponsor who has authorized your participation in the Program. Please see our Terms of Use for more information on Sponsor requirements. The Program is not available to users who are under the age of 13. Parts of the Program are only available to users who have an Ugami Deposit Account in good standing provided by Blue Ridge Bank, N.A. and a Ugami Card. Blue Ridge Bank, N.A. is not affiliated with the Program and does not administer it.

Only individuals are eligible to participate in the Program and each individual may maintain only one (1) Membership. If you participate in Family Clan / Teen Mode the adult or guardian will be the owner of the membership. Corporations, groups and/or associated entities cannot enroll as Members. You must be legally competent to enter contracts to participate in the Program. Ugami reserves the right to limit the number of Members in the Program.

If you are not eligible to participate, you are prohibited from accessing, using and enrolling in the Program.

4. Changes to This Agreement

We may make changes to the Program and the Terms at any time and at our sole discretion. For example, we may temporarily or permanently prohibit you from earning Points, using Points you’ve already earned, or using any features of the Program at any time and at our sole discretion, and/or we may:

add new Program terms, delete Program terms or change existing Program terms;
change how you earn Points;
change how you may use Points;
change the rate(s) at which you earn Points;
limit the number of Points you can earn;
change what you can get with your Points;
expire Points.

We may supplement these Terms with additional terms, conditions, disclosures, and agreements that will be considered part of these Terms.

We reserve the right to terminate, expire, modify or restrict any aspect of the Program at any time with or without notice, including cancellation of your Membership in the Program with or without cause.

5. Notice of Changes

We’ll give you thirty (30) days’ notice of the following types of changes to the Program or these Terms:

if we add or increase fees applicable to the Program;
if we change what Bank issues the Card;
if we cancel the Program.

We’ll send this notice to you in writing, which, at our option, may be delivered to you electronically by email or through our online services, such as Ugami.com or the Ugami Mobile App. It is your responsibility to keep your contact information current and up-to-date.

We’ll give you notice of other changes to the Program or the Terms by posting an updated copy of these Terms when you log in to our Website or use the App.

We won’t provide notice when we change what you can get with your Points. You understand and agree that we can make these changes at any time. You can see what you currently can get with your Points when you access the Ugami App or log in to our Website. Future availability of any specific items isn’t guaranteed. Your continued participation in the Program after we make any change signifies your acceptance of such changes.

6. Authorization to Access Account and Card Data on Your Behalf

By enrolling in the Program and agreeing to these Terms, you expressly authorize us to act on your behalf as your agent and representative to access your consumer financial information in your Account and Card, if applicable, pursuant to Section 1033 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Through this authorization, we will collect information about your financial transactions on your Account and your Card for the purpose of facilitating the Program and your participation in it. Your consumer financial information will be collected, maintained, stored, and shared in accordance with our Privacy Policy, available at Ugami Privacy Policy.

7. Basic Rewards and Boosted Rewards

If you are eligible to participate in the Program, you can enroll in the Basic Rewards for no cost.

If you wish to earn Points at an accelerated rate as described in Section 8, you can enroll in the Boosted Rewards; enrollment in the Boosted Rewards costs $9.99 per month or $109.99 for a full year paid in advance. Please note that additional benefits (as set out in Section 10) are available to Boosted Rewards subscribers who pay on an annual basis. The Boosted Rewards fee will be charged to your Account by Ugami on the first of each month or at the beginning of each subscription year as applicable. Boosted Rewards are not available for Members who do not have a Card.

	Basic	Monthly Boosted	Yearly Boosted
Cost	0$	$9.99	$109.99
Ugami Store Earn	3x	6x	6x
All Purchases	1x	4x	4x
Additional Perks		Peripheral Insurance Credit Monitoring & Simulator Cash Back	Peripheral Insurance Credit Monitoring & Simulator Cash Back
Cash Back Ratio	N/A	80%	80%
Power UPS	2x – 20X (Potential $ Cap per specific merchant)	2x-20x (Potential $ Cap per specific merchant)	2x – 20x (Potential $ Cap per specific merchant)

8. How You Can Earn Points

Qualifying Purchases

You’ll earn Points when you, or an Authorized User, use the Ugami Card to make eligible purchases of products and services, minus any returns or refunds (“Qualifying Purchases”). Qualifying Purchases are defined to be all Card transactions except:

balance transfers;
cash advances;
purchase of travelers’ checks, foreign currency, money orders, wire transfers or similar cash-like transactions;
purchase of lottery tickets, casino gaming chips, racetrack wagers or similar betting transactions;
interest;
unauthorized or fraudulent charges;
fees of any kind, including an annual fee, if applicable; and
purchases made prior to signing up for the Program.

Discounts, gift cards, offers, promotions, coupons or any other rewards received through this Program or otherwise are not eligible for earning Points.

For each Qualifying Purchase, the Member will receive a predetermined number of Points, based on the transaction amount. Points are only earned on the amount spent on Qualifying Purchases. If Points are issued for a Qualifying Purchase that is later returned or refunded, or the transaction is otherwise voided, the corresponding Points will be automatically removed from your Membership Account whether those Points are pending or available for redemption. Members may not separate Qualifying Purchases into multiple transactions for the purpose of earning more Points than would otherwise be available through a single transaction.

If you have enrolled in Basic Rewards, you’ll earn one (1) Point for every one dollar ($1.00) spent on Qualifying Purchases with your Ugami Card.

If you have enrolled in Boosted Rewards, you’ll earn four (4) Points for every one dollar ($1.00) spent on Qualifying Purchases with your Ugami Card.

We offer bonus points on certain categories of Qualifying Purchases. Qualifying Purchases of Subscriptions earn three (3) times extra points and Qualifying Purchases at Gaming Merchants could earn at a more accelerated rate from time to time based on limited time offers. Qualifying Purchases at the Ugami Store earn three (3) times extra points for Basic Rewards and six (6) times extra points for Boosted Rewards.

Merchants are assigned codes based on the products or services they primarily sell. We group certain merchant codes into categories to award bonus points for Subscriptions and gaming. You may not earn bonus Points on Subscriptions or gaming if the merchant code is not correctly labeled as Subscriptions and/or gaming or we receive inaccurate information from the merchant or are otherwise unable to identify your purchase as Subscriptions and gaming.

You may view your Points by logging into your Membership Account. Points earned from Qualifying Purchases will post to your account daily at midnight. We will let you know if it will take longer for your Points to post. Points will be considered earned when posted to your Member Account, based on the Qualifying Purchases made with your Ugami Card, plus any Bonus Points posted, if any, but minus any returns or refunds. If you have returns or refunds more than Points earned from Qualifying Purchases or Bonus Offers, then the associated Points will be deducted from your total Point balance and may result in a negative Point balance.

For more information about the benefits of Basic and Boosted Rewards, please see our Rewards Chart here.

Achievements

You will also earn Points for taking certain actions (“Achievements”). For example, you can earn Points for:

Connecting your Steam, PlayStation and Xbox accounts to your Ugami account and playing your favorite games;
Downloading and playing new games from links on the Ugami site;
Completing surveys and taking polls;
Watching video ads for new games; and
Taking advantage of offers from our third party partners.

We reserve the right to change the list and type of Achievements at any time without advance notice. The number of Points you will earn from an Achievement will be displayed on the Home Screen or in the Activity Section of the Ugipoints tab. Many Achievements are hosted or sponsored by third parties. By participating in an Achievement hosted or sponsored by a third party, you will subject to the third party’s terms of use and privacy policy.

Points earned from Achievements post to your account immediately. We will let you know if it will take longer for your Points to post.

Power Ups Offers

You can earn Points through our Power Ups offers, which encompass three sections: Shop, Subscriptions, and Specials.

Shop: The Shop section presents exclusive promotional offers in collaboration with our trusted third-party partners. Please be aware that these offers may be subject to additional terms and conditions established by the respective third parties, which are beyond Ugami’s control. It’s important to note that these offers are subject to change at any time. In most cases in the Shop section, the earned Points will be credited to your account within a maximum of 60 days.
Subscriptions: Subscriptions provide an opportunity to earn additional Points for a duration of up to 4 months, but only if the specific subscription is paid for using your Ugami Card. Once this period concludes, your earning rate will revert to the regular rate.
Specials: The Specials section of our Website showcases unique promotional offers, through the Program or with third-party partners. You’ll find out more about the number of Points you can earn and any other terms at the time you sign up for the Special. Any additional terms for a Special are incorporated by reference herein as part of these Terms. Taking advantage of Specials is optional and such Specials may be subject to any such third party’s additional terms and conditions that are outside of Ugami’s control. Ugami is not liable for the actions of those parties and their implementation of such additional terms and conditions. It is the Member’s responsibility to read carefully and comply with any terms and conditions imposed in connection with any Special.

9. Tier Status

The Program will include Loyalty Tiers (“Loyalty Tiers”), Loyalty Tiers are based on the cumulative number of Points earned as outlined below:

Status	Levels	Next Status	TLU Required	Points To This Reward	REWARD AFTER COMPLETION	Feature Unlocked
Beginner	Level 1-9	Level 10	1,000	0	25	1X wheel Spin
Apprentice	Level 10-19	Level 20	2,500	1,500	50
Freelancer	Level 20-29	Level 30	5,000	2,500	125	2X Wheel Spin
Journeyman	Level 30-39	Level 40	10,000	5,000	250	Steam Connect
Adventurer	Level 40-49	Level 50	15,000	5,000	500
Veteran	Level 50-59	Level 60	20,000	5,000	750
Lord	Level 60-69	Level 70	25,000	5,000	1,000
Master	Level 70-79	Level 80	30,000	5,000	1,250
Grandmaster	Level 80-89	Level 90	40,000	10,000	1,500
Cardlord	Level 90-99	Level 100	50,000	10,000	2,000
Gaming God	Level 100+		75,000	25,000	2,000

10. Annual Boosted Subscription Benefits.

GameStop Pro Membership. If you enroll in Boosted Rewards and choose to pay annually, you will receive a free membership to GameStop Pro. GameStop Pros receive discounts, rewards, extra trade credit, exclusive deals and drops and a digital Game Informer subscription. Please note that the terms and conditions of the GameStop Pro program (available here) will apply to your GameStop Pro membership and that benefits may change over time outside of Ugami’s control. If your Account is cancelled or terminated for any reason, your GameStop Pro membership will also be cancelled or terminate.

Metal Card. If you enroll in Boosted Rewards and choose to pay annually, you will be upgraded to a metal Ugami Card. For fees and further information regarding the metal Ugami Card, please refer to the Ugami Consumer Deposit Account Agreement.

11. Ways to Earn Bonus Points.

Referral Bonus Points

You can earn bonus Points (“Bonus Points”) by referring friends to

sign up for and use an Account. The person who refers (the “Referrer”) will be given 2,500 Ugipoints as a bonus when the person they referred (the “Referee”) opens an Account and funds it with $25 or more. In order for the Referrer to earn Bonus Points, a Referee must:

Meet the eligibility requirements of the Program;
Be new user of Ugami;
Sign up to become a user using a Referrer’s custom referral link or other method supplied that allow for proper tracking of referrals;
Deposit $25 or more into their Account; and
Consent to having information about the fact that they have opened and funded an Account shared with their

Ugami shall determine the eligibility of any Referee in its sole discretion. You will not be eligible to earn Bonus Points if the Referee is found to be fraudulent, abusive, unethical, suspicious, or otherwise inconsistent with our Program Rules.

The following is a non-exhaustive list of activities that are not permitted and that will disqualify Referrers from earning Bonus Points: (i) self-referral; (ii) creating fake accounts, blogs, web pages, profiles, websites, links or messages; (iii) any bulk email distribution, submission or distribution to strangers, or any other promotion that would constitute or appear to constitute unsolicited commercial email or “spam”; (iv) posting your referral link on any page that is not owned and controlled by you, including, but not limited to, any merchant, Facebook, or forum page; (v) placement of Our logos or mention of Our trademarks or tradenames in any ad text, extensions or banner ads; (vi) paid advertising for the purpose of generating traffic directly to your referral link; (vii) misleading or attempting to mislead anyone in connection with the Program, including, but not limited to, misrepresenting your relationship with us or posing as our representative in an official capacity; and (viii) taking any action or making any content that is disparaging or defamatory to us. Multiple accounts created with the same name, address, email address or other identifying feature may be flagged as fraudulent referrals.

12. How You Can Use Your Points.

You can use your Points to make purchases in the Ugami store. We may, from time to time, provide additional ways for you to use your Points in addition to those described in this Agreement. Redemption values for Points may vary.

You are responsible for how Points are used, including if you allow Authorized Users to access your Points. To use your Points, minimum and maximum amounts may apply. We’ll let you know about any minimum or maximum amounts, as well as any additional terms and conditions, before you use your Points.

Once Points have been used, the transaction is considered final and may not be cancelled unless otherwise noted at the time of the transaction.

Delivery times for items purchased at the Ugami store may vary. Some items can’t be shipped to PO Boxes or foreign addresses. Applicable sales/use taxes, fees, surcharges, and shipping and handling charges are your responsibility. We will let you know when these charges apply.

Ugami is not responsible for replacing lost, stolen or damaged redemption items, including promo codes, tickets or gift cards or for a merchant’s failure to honor them.

13. How You Could Lose Your Points/Point Expiration

Your Points don’t expire if your Membership Account is open and in good standing, however, you will immediately lose all your Points if your Membership Account status changes to inactive, or your Account is closed, for any of the following reasons:

– you fail to comply with this or other agreements you have with Ugami;

– you file for bankruptcy;

– we believe that you’ve engaged in fraudulent activity related to your Account or the Program;

– we believe that you’ve misused the Program in any way, for example:

– by the unauthorized buying or selling of Points, unless expressly authorized through the Ugami App;

– by moving or transferring Points to an ineligible third party or account; or

– by repeatedly opening or otherwise maintaining Accounts for the purpose of generating Points or rewards.

Upon cancellation of your Membership Account or Account for any reason, you will lose all Points immediately, regardless of when or how they were acquired.

If we decide to cancel the Program, you’ll have at least thirty (30) days from the date we cancel the Program to use your Points, if you don’t lose them for any of the reasons described in these Terms. If you don’t use your Points during that time, you’ll lose them. We won’t reinstate Points you lose, unless we’ve determined, in our sole discretion, there has been an error.

14. Caution and Warning.

Ugami reserves the right to reject, revoke, cancel, terminate, or suspend any Membership, benefit, and/or any and all Points, or take any other action at its discretion, at any time with immediate effect and without written notice or liability to any Member, if Ugami, in its sole discretion, believes: (a) the Member has (1) violated any of the Program rules; (2) acted in a manner inconsistent with applicable law, regulations or ordinances; (3) engaged in any misconduct or wrongdoing in connection with the Program; or (4) engaged in abusive, fraudulent, inappropriate, or hostile conduct in connection with the Program; or (b) Ugami’s provision of the Program and/or any associated benefits to Member may violate any applicable laws to which Ugami is subject from time to time.

Any attempt to deliberately damage or undermine the legitimate operation of the Program or the App may be a violation of criminal and civil laws. Should such an attempt be made, Ugami reserves the right to seek damages or other remedies to the fullest extent permitted by law. Any abuse of the Program, failure to follow any terms of the Program, or any misrepresentation by a Member may subject that Member to cancellation of his/her Membership and will affect eligibility for future participation in the Program. Ugami reserves the right to seek all remedies, whether available at law or at equity, criminal or civil, in the event a Member defrauds or abuses the Program, fails to follow any terms of the Program, or makes any misrepresentations to Ugami.

15. Negative Points Balance.

If you have a negative balance in your Rewards Account, any Points you subsequently receive will be applied first to reduce the negative balance. You will not be able to use Points until your balance becomes positive. The balance in your Rewards Account can be negative if, for example:

The Points you received for a purchase are reversed because you returned the purchase and you do not have enough Points in your Rewards Account to cover the reversal; or
We determine that you are ineligible to receive a Points incentive award, and you do not have enough Points in your Rewards Account to cover the reversal of that award.

16. Termination/Cancellation.

The Program has no predetermined termination date and may continue until such time as we, at our sole discretion, elect to designate a Program termination date. We may, in our sole discretion, terminate the Program, in whole or in part, at any time, with thirty (30) days’ notice, which may result in loss of accumulated Points and the cancellation of all benefits and privileges associated with the Program. If we decide to cancel the Program, you’ll have at least thirty (30) days from the date we cancel the Program to use your Points, if you don’t lose them for any of the reasons described in this Agreement. If you don’t use your Points during that time, you’ll lose them. If you wish to cancel your participation in the Program, you may contact our customer service team at [email protected].

17. Other Important Information You Should Know.

Notwithstanding the foregoing, Ugami’s failure to exercise any of its rights under these Terms or its delay in enforcing or exercising any of those rights shall not constitute a waiver of such rights. Events beyond Ugami’s control, such as computer equipment or electronic data transmission failure, strikes, acts of God, civil disturbance, terrorism or war, which may materially affect our ability to perform, will allow Ugami to suspend or terminate the Program.

All dollar amounts referred to in these Terms are in U.S. dollars (USD).

We may assign our rights and obligations under this Terms to a third party, who will then be entitled to any of our rights that we assign to them.

We’re not responsible for any disputes about the Program you may have with any Authorized Users on your account.

You agree to indemnify and hold Ugami and its third party service providers and all of their respective affiliates, directors, officers, employees, agents and contractors harmless from and against any loss, damage, liability, cost, or expense of any kind (including attorneys’ fees) arising from your or an Authorized User’s: use of the Program, any fraud or misuse of the Program, violation of these Terms and/or violation of any applicable law or the rights of any third party.

Other than the Ugami Store, any merchants and third-party service providers that participate in the Program are not affiliated with us and are not sponsors or co-sponsors of the Program. All participating merchant and third-party service provider names, logos, and marks are used with permission and are the property of their respective owners. Participating merchants and third-party service providers are subject to change without notice.

Participating merchants and third-party service providers are solely responsible for the quality and performance of any products or services they provide. Ugami is not responsible for any aspects of the products and services provided by participating merchants other than the Ugami Store or third-party service providers.

The Program is void where prohibited by federal, state, or local law.

These Terms and use of the Program is governed by federal law, as well as the law of Delaware, and will apply no matter where you live or use the Program.

18. Communications.

We may send communications about the Program and marketing messages to you at any mailing or email address in our records or through our online services, Website, SMS or the Ugami App.

By providing your phone number and enrolling in the Program, you are providing Ugami or our agents your express consent to receive marketing messages, SMS, and texts, including by automated means, at the number provided, even if the number is on a corporate, state, or national Do Not Call list. You acknowledge and agree that you are not required to agree as a condition of any purchase or service. To opt-out of marketing messages, please contact our Customer Service team at [email protected].

Let us know right away about any changes to your contact information in the Ugami App or on our Website.

19. Telephone monitoring.

You agree that Ugami and its third-party service providers may listen to and record telephone calls as part of providing Program services.

20. LIMITATION OF LIABILITY AND RELEASE

BY ENROLLING IN THE PROGRAM, YOU, ON YOUR OWN BEHALF AND ON BEHALF OF YOUR HEIRS, EXECUTORS, AND ADMINISTRATORS, AGREE: (A) TO WAIVE ANY RIGHTS TO CLAIM AMBIGUITY WITH RESPECT TO THIS AGREEMENT; (B) TO WAIVE ALL OF YOUR RIGHTS TO BRING ANY CLAIM, ACTION, OR PROCEEDING AGAINST UGAMI, ITS PARENT OR AFFILIATED ENTITIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) IN CONNECTION WITH THE PROGRAM AND (C) TO FOREVER AND IRREVOCABLY AGREE TO RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE RELEASED PARTIES FROM ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, CAUSES OF ACTION, PROCEEDINGS, DEMANDS, FINES, PENALTIES, LIABILITY COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, OUTSIDE ATTORNEYS’ OR LEGAL FEES) THAT MAY ARISE IN CONNECTION WITH: (I) THE PROGRAM AND/OR APP, INCLUDING BUT NOT LIMITED TO YOUR PARTICIPATION OR INABILITY TO PARTICIPATE IN THE PROGRAM OR ANY OFFER OR BENEFIT; (II) ANY ERRORS PUBLISHED IN RELATION TO THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY TYPOGRAPHICAL ERRORS, PRINTING, ERRORS OF DESCRIPTION, ERRORS IN THESE TERMS OR ANY PROGRAM MATERIALS, AND ERRORS IN THE CREDITING OR DEBITING OF POINTS FROM MEMBER ACCOUNTS; (III) ANY CHANGE IN ANY BENEFIT (OR ANY COMPONENTS THEREOF) DUE TO UNAVAILABILITY OR DUE TO REASONS BEYOND UGAMI’S CONTROL; (IV) ANY INTERRUPTIONS IN OR POSTPONEMENT, CANCELLATION, TERMINATION, OR MODIFICATION OF THE PROGRAM OR ANY COMPONENT THEREOF; (V) HUMAN ERROR; (VI) ANY TECHNICAL MALFUNCTIONS OR UNAVAILABILITY OF THE APP, COMPUTER SYSTEM, POS, COMPUTER TIMING AND/OR DATING MECHANISM, SOFTWARE, OR INTERNET SERVICE PROVIDER, OR MAIL SERVICE UTILIZED BY ANY OF THE RELEASED PARTIES OR BY YOU; (VII) ANY WRONGFUL, NEGLIGENT, OR UNAUTHORIZED ACT OR OMISSION ON THE PART OF ANY OF THE RELEASED PARTIES OR OF ANY OTHER THIRD PARTY; (VIII) LOST, LATE, MISDIRECTED, DAMAGED OR DESTROYED CORRESPONDENCE, POINTS, OFFERS, DISCOUNTS OR ANY OTHER BENEFIT (OR ANY ELEMENT THEREOF); (IX) THEFT OR UNAUTHORIZED REDEMPTION OF POINTS, OFFERS, DISCOUNTS, OR OTHER BENEFIT; AND (X) ANY ACTS OR OMISSIONS BY YOU OR THIRD PARTIES INCLUDING NEGLIGENCE OR WILLFUL MISCONDUCT.

THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR ANY INJURY OR DAMAGE, WHETHER TO YOU OR TO ANY OTHER PERSON OR TO ANY PROPERTY, RELATED TO OR RESULTING FROM YOUR PARTICIPATION IN THE PROGRAM AND/OR THE ACCEPTANCE OR USE OF ANY BENEFIT. BY PARTICIPATING IN THE PROGRAM, YOU EXPRESSLY ASSUME ALL LIABILITY AND RESPONSIBILITY FOR YOUR PARTICIPATION AND AGREE THAT PARTICIPATION IS SOLELY AT YOUR OWN RISK.

IN NO EVENT SHALL THE RELEASED PARTIES HAVE ANY LIABILITY OR RESPONSIBILITY WHATSOEVER FOR, AND THE RELEASED PARTIES SHALL BE HELD HARMLESS BY ALL MEMBERS, HEIRS, EXECUTORS, AND ADMINISTRATORS, AGAINST, ANY AND ALL INJURIES, LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES TO PERSONS, INCLUDING PERSONAL INJURY OR DEATH, OR PROPERTY, ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ANY ACTION TAKEN OR NEGLECTED TO BE TAKEN WITH REGARD TO THE PROGRAM, ACCEPTANCE, POSSESSION, MISUSE OR USE OF ANY POINTS, OFFER, REWARD OR BENEFIT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE).

IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU FOR ANY DELAY OR FAILURE TO PERFORM DUE TO CAUSES BEYOND OUR CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, ACTS OF WAR, NATURAL DISASTERS, WEATHER, PANDEMICS/EPIDEMICS, TERRORISM, OR ANY ACT OR OMISSION OF A THIRD PARTY.

THE SOLE REMEDY AVAILABLE TO YOU IN CONNECTION WITH THE PROGRAM (WHETHER YOUR CLAIM IS BASED IN LAW OR EQUITY) SHALL BE THE CREDITING OR RE-CREDITING TO YOUR PROGRAM ACCOUNT OF POINTS IN AN AMOUNT NO GREATER THAN THE NUMBER OF POINTS AT ISSUE.

THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED. SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

21. DISCLAIMER OF ALL WARRANTIES

WITHOUT LIMITING THE FOREGOING, THE PROGRAM, INCLUDING, WITHOUT LIMITATION, THE PROGRAM, APP, WEBSITE, AND ALL POINTS, OFFERS, DISCOUNTS AND BENEFITS, ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

NEITHER UGAMI NOR ITS AFFILIATES, AGENTS, SUPPLIERS OR REPRESENTATIVES WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THIS PROGRAM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THIS PROGRAM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED.

NEITHER THE PROGRAM NOR ANY BENEFIT OFFERED BY THE PROGRAM CREATES, CONSTITUTES OR GIVES RISE TO ANY LEGAL OR CONTRACTUAL RIGHTS BY MEMBERS AGAINST UGAMI. A MEMBER’S USE OF THE PROGRAM IS SOLELY AT THE MEMBER’S OWN RISK.

SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. CHECK LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS. THIS SECTION WILL SURVIVE TERMINATION OF MEMBER’S PARTICIPATION IN THE PROGRAM.

22. Severability

The provisions of these Terms are intended to be interpreted in a manner which makes them valid, legal, and enforceable. If any portion of these Terms should be held invalid or unenforceable for any reason, such portion shall be deemed modified or severed from these Terms in such a manner as to enable the remaining portions of these Terms to remain in full force and effect as if no invalid or unenforceable provision had been part of these Terms. It is expressly understood and agreed between you and Ugami that such modification or restriction may be accomplished unilaterally by us, or alternatively, by disposition of an arbitrator or a court of law. If such provisions cannot under any circumstances be so modified or restricted, they shall be excised from these Terms without affecting the validity, legality, or enforceability of any of the remaining provisions.

23. Privacy

For an explanation of Ugami’s practices and policies relating to the collection, use, and storage of Member personal information, please refer to Ugami’s Privacy Policy. Ugami, its agents, affiliates, subsidiaries, representatives or service providers may use Members’ personal information for purposes of Point fulfilment and/or for marketing, such as to notify them of a product or promotion that may be of interest.