Ethbates (“Clicketh Media, LLC” or “we”) offer the Ethbates “Cryptoback” Shopping Program (“Program”) to allow members to earn BUY Tokens (“BUY”) on purchases completed through the websites, applications, and other related properties (collectively, the “Clicketh Media, LLC”) subject to these terms and conditions (“Agreement”). This Agreement constitutes a legally binding agreement between each individual who enrolls in the Program or otherwise uses any one of the Clicketh Media, LLC Properties (“Member” or “you”).
By enrolling in the Program or using any Clicketh Media, LLC Property, you acknowledge that you have read and understood this Agreement and agree to be bound by all of its terms, including the arbitration clause and class action waiver described in Section 20 below to resolve any disputes with Ethbates (except for matters that may be taken to small-claims court).
Ethbates may modify this Agreement from time to time, with or without notice, and your continued use of the Clicketh Media, LLC Property after such modification shall be deemed to be your acceptance of any such modification. If you do not agree to any modification of this Agreement, you must immediately cease use of the Clicketh Media, LLC Property.
1. Ethbates BUY Shopping Program
Ethbates receives compensation for referring buyers to the retailers, brands, merchants, and other partners participating in the Program (“Affiliate Stores”). Ethbates gives a portion of this fee to its Members as BUY. Compensation received by Ethbates may play a part in whether retailers and products appear on our site, where they are placed, and how we promote them to you. Participation in the Program and the opportunity to earn BUY are offered at the sole discretion of Ethbates and subject to your compliance with this Agreement.
2. Becoming a Member
3. Program License
Subject to this Agreement, we hereby grant you a non-exclusive, non-transferable license (without the right to sublicense) to access and use the Clicketh Media, LLC Properties for your personal use to access the Program. You agree that you obtain no rights other than the rights and licenses expressly granted in this Agreement. Ethbates reserves the right to change, upgrade, or discontinue the Program and any Clicketh Media, LLC Property or any feature of the Program or the Clicketh Media, LLC Properties, at any time, with or without notice. All rights not expressly granted under this Agreement are reserved by Ethbates or its licensors.
4. Program Restrictions
You agree that you will not, and will not permit others to: (i) damage, interfere with or unreasonably overload the Clicketh Media, LLC Properties; (ii) introduce into the Clicketh Media, LLC Properties any code intended to disrupt the Program; (iii) alter or delete any information, data, text, links, images, software, chat, communications and other content available through the Clicketh Media, LLC Properties (collectively, “Content”); (iv) access the Program or the Clicketh Media, LLC Properties by expert system, electronic agent, “bot” or other automated means; (v) use scripts or disguised redirects to derive financial benefit from Ethbates; (vi) modify, reverse engineer, reverse assemble, decompile, copy or otherwise derive the source code of any Clicketh Media, LLC Property for any reason; (vii) rent, sell or sublicense any of the Clicketh Media, LLC Properties; (viii) provide any unauthorized third party with access to the Program; (ix) access confidential Content through the Clicketh Media, LLC Properties; (x) interfere with the operation of the Program, including, but not limited to, distribution of unsolicited advertising or mail messages and propagation of computer worms and viruses; (xi) post any material in any form whatsoever on the Clicketh Media, LLC Properties or within the Program that is defamatory, obscene or otherwise unlawful or violates any third party’s right of privacy or publicity; (xii) infringe any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with your use of the Program or the Clicketh Media, LLC Properties; (xiii) engage in any activity that does not comply applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Program.
5. Earning BUY
6. BUY Exclusions
BUY is earned on your net purchase amount, which excludes taxes, fees, shipping, gift-wrapping, discounts or credits, returns or cancellations, and extended warranties. Purchases of gift cards do not qualify for BUY. BUY amounts vary by store and product category and may contain exclusion in the terms of the offer. Please review these terms carefully. Ethbates uses reasonable efforts to maintain a list of exclusions. The list of exclusions is subject to change without notice, and Ethbates hereby disclaims any and all liability in connection with any incorrect information or failure to include information on the list of exclusions.
7. Affiliate Store Policies
A product purchased from any Affiliate Store through the Program, is governed by and subject to the applicable Affiliate Store’s policies, including applicable exchange and shipping policies. You agree that we are not agents of any Affiliate Store and that the Affiliate Stores operate independently and are not under our control with respect to the Program or otherwise. Accordingly, your participation in offers or promotions of, or correspondence with, any Affiliate Store is solely between you and that Affiliate Store. We do not assume any liability, obligation or responsibility for any part of such correspondence, offer or promotion, including, without limitation, the withdrawal or modification of any such offer or promotion. Ethbates is not responsible for changes to, or discontinuance of, any Affiliate Store, or for any Affiliate Store withdrawal from the Program, or for any effect on accrual of BUY caused by such changes, discontinuance, or withdrawal.
8. Bonuses & Other Rewards
Ethbates periodically offers bonuses or rewards for referring new Members to the Program or for other specific actions. The terms and conditions accompanying such offers will govern how they are earned and paid if the terms and conditions differ from this Agreement. You may not include your referral link or distribute your referral link on any website or platform that does not belong to you, such as social media pages belonging to merchants or forum pages belonging to third parties. You are prohibited from bidding on keywords containing “Ethbates” or other similar words or marks for the purpose of driving traffic to your pages. You shall not send any paid traffic directly to your referral link.
9. Receiving Payment
9.1. Requirements: As a condition of payment of accrued BUY or other rewards, you must establish and maintain an Active Account (defined below) with the information necessary to process your payment: a valid email address at which you are able to receive email, your first and last name, Ethereum address, and a password to protect your Account. Also as a condition of payment, you must not be a resident of a country subject to economic or trade sanctions by the U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or be listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. You further agree to provide additional information we may reasonably request to verify your identity as a condition for receiving payment.
9.2. Payments: Ethbates pays members in BUY, or other payment options as Ethbates may make available from time to time. Members may select or change their payment options in the account settings through the Clicketh Media, LLC Properties. Ethbates typically pays its Members accrued BUY and other rewards every three (3) months in accordance with the current payment schedule. Please note that accrual rates vary depending on the Affiliate Store’s policies and reporting schedules. For example, BUY for travel-related purchases typically does not accrue until after travel has been completed. Ethbates reserves the right to delay payment for any purchase based on changes to Affiliate Store policies at any time. Ethbates also reserves the right to modify the payment schedule at any time. Ethbates is not responsible for payments delivered to the wrong address through no fault of Ethbates or for payment errors made by payment partners.
9.3. Gift Cards: Ethbates offers gift cards in exchange for BUY. Periodically, Ethbates may offer gift cards in connection with a promotion or as a redemption option for your BUY. Gift cards are subject to the terms and conditions of the gift card issuer and the applicable Affiliate Store policies. Ethbates is not responsible for lost or stolen payments, including gift cards.
9.4. Account Adjustments: In our sole discretion, we may deduct BUY from your account in order to make adjustments for returns and cancellations with respect to Qualifying Purchases. Any such adjustments, however, will be made in accordance with this Agreement, any applicable Ethbates policies and terms, the terms of any Affiliate Store offers, and any and all applicable laws, rules, and regulations. The determination of whether a purchase made through an Ethbates Affiliate Store qualifies for BUY is at the sole discretion of Ethbates. If an Affiliate Store fails to report a transaction to Ethbates or fails to make payment to Ethbates for any reason, Ethbates reserves the right to cancel the BUY associated with that transaction. It is your responsibility to check your Account regularly to ensure that BUY has been properly credited and paid and that your Account balance is accurate. If you believe that BUY has not been correctly credited to your account, you must contact Ethbates Member Services within ninety (90) days of the transaction. Should you disagree with any adjustments made to your account or payments made to you, your sole remedy is to withdraw from the Program.
9.5. Taxes: You may be taxed on your receipt of bonuses and other consideration (merchandise, travel, etc.) for member referrals or other promotional activities (such as prizes from a sweepstakes) depending on the tax laws of federal, state, and local jurisdictions. You will be solely responsible for any and all tax liability arising out of the consideration received in connection with any member referrals or promotional activities.
10. Updating & Maintaining Your Account
10.1. Updating Your Account: You agree to keep your Account information current, complete, and accurate by periodically updating the information through the Clicketh Media, LLC Properties. You must be logged into Ethbates and enter your password to change your Account information and payment preferences. You may check your Account status and recent earning history at any time via the Clicketh Media, LLC Properties. You will maintain the confidentiality of your Account information, including username and password by which you access the Program. Any use of your username and password will be deemed to be your use, and Ethbates is entitled to act on instructions received under your password and is not responsible for any credits or debits made to your account by someone else who uses your password. If there is a breach of security through your Account, you will immediately change your password and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted using your username and password is yours and has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction.
10.2. Maintaining Your Active Account: An Active Account means you must engage in one of the following activities within the past twelve (12) months: (i) updated your Account information, (ii) have shopped or started a shopping trip via the Clicketh Media, LLC Properties, (iii) have accrued BUY, or (iv) have logged into your Account. If your account is inactive for more than twelve (12) consecutive months, Ethbates reserves the right to debit your Ethbates account balance two dollars ($2.00) per month to recover the cost of account maintenance until you reactivate your account by engaging in one of the activities set forth above in subsections (i) to (iv) or until your account balance is zero. If the balance in your inactive account is or becomes zero after 12 months of inactivity, Ethbates will close the account permanently and cease to maintain your account records and Program access. The inactive account maintenance charge will not cause your account balance to become negative and will not cause you to owe money to Ethbates.
10.3. Fraudulent Activity: We reserve the right to investigate any purchase transactions, referral activity, or interaction with any Clicketh Media, LLC Property that we believe, in our sole discretion, is abusing or has abused the Program. We reserve the right to rescind any BUY, bar further BUY awards and/or bonuses to, and/or terminate the Program membership of, any Member that we believe, in our sole discretion, is abusing or has abused the Program, including, without limitation, by engaging in a pattern of returning products after the corresponding BUY has been credited or making fraudulent referrals by creating multiple Accounts. Any failure to comply with this Agreement, any fraud or abuse relating to the accrual or receipt of BUY or other rewards and bonuses, or any misrepresentation of any information furnished to Ethbates by you or anyone acting on your behalf may result in the termination of your membership in the Program and forfeiture of your accrued BUY rewards. If Ethbates has any reason to suspect fraudulent activity is associated with your Account, Ethbates reserves the right to delay or withhold payment of BUY. Any suspected or actual cases of fraud activity will be escalated and reviewed in accordance with our fraud policy.
11. Receiving Communications
12. Ethbates Applications
Ethbates may make available software applications (“Ethbates Applications”) to assist Members in earning BUY without visiting Ethbates, including the Ethbates Browser Extension and Ethbates Mobile Application. For purposes of this Agreement, references to Clicketh Media, LLC Properties shall include Ethbates Applications. Ethbates Applications and their underlying information and technology may not be exported or re-exported into any country to which the U.S. has embargoed goods or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws. If you are a U.S. government end user, we are licensing the Ethbates Application to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Ethbates Applications are the same as the rights we grant to all others under this Agreement.
13. Third-Party Platforms
When you access or use the Clicketh Media, LLC Properties, we may make available services from one or more third parties (“Third-Party Platforms”).
13.1. Social Sign On: The Clicketh Media, LLC Properties support Third Party Platforms, including Facebook, Twitter and Google, to make it easier for you to sign in or create your Ethbates Account. Any use of Third Party Platforms to create and access your Ethbates Account are subject to the terms and conditions and privacy policies of such third parties (“Third Party Terms”).
13.2. Google Connect: Google Connect is a feature that allows you to create your Ethbates Account or to sign into the Services with your Google email account. By using Google Connect, your Google email account will automatically be linked to your Ethbates Account. You may disconnect your Google account at any time in the Account Settings of your Ethbates Account or by removing the authorization through your Google account. A connection between your Google account and your Ethbates Account is not required for you to be a member of Ethbates and to earn BUY. Connecting your Google email account will permit us to access your Google email account content (“Account Content”). Ethbates will not delete or modify your Account Content. We use your Account Content to confirm your BUY faster and more reliably, personalize your experience with our Services, and improve our Services, generally.
14. Community Standards
By participating in the Program, you are becoming a Member of a community that depends on the goodwill and responsible behavior of each of our Members. Members are required to refrain from transmission or communication of images or text constituting ethnic slurs, obscenities, sexually explicit material, inflammatory or derogatory comments, or anything else that may be construed as harassing or offensive, which is targeted at the Program, the Clicketh Media, LLC Properties, our employees, contractors or agents, our Affiliate Stores, or other Members. This includes communications by means of social media or other Internet posts which violate the above community standards or promote or encourage gaming or fraudulent behavior. Members who violate this provision, as determined by us in our sole discretion, may have their access to the Program suspended or terminated without prior notice.
All right, title, and interest in the Program, the Clicketh Media, LLC Properties, and the Content belong to Ethbates or its licensors. Additionally, Ethbates shall maintain all right, title, and interest in “Ethbates,” the Ethbates logo, and any other marks, service marks, trademarks, or logos of Ethbates (“Ethbates Marks”) that are registered in the U.S. and other countries. The Ethbates Marks may not be used in connection with any product or service that is not Ethbates in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Ethbates. You shall not by any means bid on any keywords with any search engine containing “Ethbates” or anything substantially similar to “Ethbates” or any other Ethbates Mark including, without limitation Ethbates, Ethbates.ca, www.Ethbates.com, and Ethbates.ca. You shall not mention or use Ethbates in any ad text, extensions or banner ads without the express written consent of Ethbates. All other trademarks not owned by Ethbates that are used in the Program are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Ethbates.
You agree to indemnify Ethbates, any Affiliate Store, as well as their respective officers, directors, employees, successors, agents, and affiliates, for any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to your breach of this Agreement or for any materials in any form whatsoever that are provided by you (or through your username and/or password). You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim. We reserve the right, in our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.
17. Warranty Disclaimer
THE PROGRAM, CONTENT, AND THE Clicketh Media, LLC Properties ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR VALIDITY OF THE PROGRAM, CONTENT, OR THE Clicketh Media, LLC Properties, INCLUDING, WITHOUT LIMITATION, ANY PRODUCT SEARCH RESULTS, PRODUCT DESCRIPTIONS, PRODUCT AVAILABILITY, PRICING INFORMATION ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED IN CONNECTION WITH THE PROGRAM. ETHBATES DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE Clicketh Media, LLC Properties WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, ETHBATES DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS FOR, ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY ITS AFFILIATE STORES IN CONJUNCTION WITH THE PROGRAM.
18. Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ETHBATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OR FOR ANY LOSS PROFITS, LOSS DATA OR LOSS OF USE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ETHBATES’ MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED FIFTY U.S. DOLLARS ($50).
19. Termination or Suspension
This Agreement is effective when accepted by you and will remain in effect until you or we terminate your membership in the Program. We may terminate this Agreement and your use of or access to the Program at any time, for any reason or no reason. Any violation of this Agreement or the rules and conditions of the Program may result in cancellation of your membership to the Program, your Account and/or forfeiture of pending or prior BUY. We may, in our sole discretion, at any time and without prior notice, discontinue, cancel, suspend, change or limit access to all or any part of the Program or any functionality, feature or other component of any Clicketh Media, LLC Property. You agree that Ethbates will not be liable to you or to any third party for any modification, suspension, or termination of the Program or your access to any of the Clicketh Media, LLC Properties. If you are dissatisfied with any aspect of the Program at any time, your sole and exclusive remedy is to cease participating in the Program. Upon any termination of the Program, your right to use and access the Program, and the Clicketh Media, LLC Properties, and to receive BUY, will terminate. Termination will not prejudice either your or our remedies at law or in equity.
20. Governing Law & Arbitration
The validity, construction, and interpretation of this Agreement, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the State of California in the United States, excluding its conflicts of laws principles. However, as explained below, the agreement to arbitrate in the following paragraph is governed by United States federal law.
You agree that any dispute, claim or controversy arising out of or in connection with Ethbates’ business or this Agreement or relating in any way to the Program or the Clicketh Media, LLC Properties shall be determined by binding arbitration. You further agree that the U.S. Federal Arbitration Act and federal arbitration law shall govern the interpretation and enforcement of this agreement to arbitrate.
Arbitration uses a neutral arbitrator instead of a judge or jury, and is more informal than a lawsuit in state or federal court. Discovery in arbitration is more limited than is generally available in the courts and the arbitrator’s decision is also subject to very limited appellate review by the courts.
You also agree to waive the right to a trial by jury or to participate in a class action. These waivers are mutual as between you and Ethbates, and Ethbates waives its right to a trial by jury or to participate in a class action against you. This means that neither you nor Ethbates can seek to assert class or representative claims against each other either in court or in arbitration and no relief can be awarded on a class or representative basis. The arbitrator also may not consolidate or join another person’s claim with your claim or issue an order that would achieve the same result. You and Ethbates further agree that if the provisions of this paragraph are found to be unenforceable, then the entire provision compelling arbitration shall be null and void.
You also agree that all issues are for the arbitrator to decide. This includes all issues related to the scope, application, interpretation and enforceability of this Agreement and this arbitration provision. The arbitrator shall also decide whether any claim is subject to arbitration.
The arbitration will be governed by the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at www.adr.com. The arbitrator is bound by the terms of this Agreement. If your claim in arbitration is for less than $10,000, Ethbates will reimburse you for filing and arbitrator fees at the conclusion of the proceeding unless your claim is found to be frivolous by the arbitrator.
In lieu of arbitration, you may also elect to have your claims decided in small-claims court, so long as the small-claims court does not permit class, representative, or consolidated actions, or the award of relief in favor of any person or entity that is not a named party to the small-claims action.
You may not assign your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void.
Headings under this Agreement intended only for convenience and shall not affect the interpretation of this Agreement.
23. No Waiver; Severability
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions.
24. Entire Agreement
This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral (including without limitation, earlier versions of this Agreement that may have been accepted by you). We reserve the right to modify this Agreement at any time. Your non-termination and continued participation in the Program or use of any Clicketh Media, LLC Property after modification of this Agreement will constitute affirmative acceptance by you of such modification and your consent to abide by any terms thereof