Terms of Use.

Program Terms

The Elev8 Program (the “Program”) is offered to our valued customers (“you” or “your” as context dictates) by Gr8ness For Good, LLC (“we,” “us,” or “our” as context dictates) pursuant to the terms and conditions (the “Program Terms”) stated below.

We use third-party technology and services provided by Olive Group Ltd (“Program Vendor”) to provide you the functionality of the Program. These Program Terms incorporate the terms and conditions of the Program Vendor, including certain privacy policies, that such third parties require us and any end-users to abide by. By enrolling in the Program, you agree to be bound by the Program Terms and our privacy policy. If you do not agree with the Program Terms, please do not enroll in the Program.

Please carefully read these Program Terms along with our Program Privacy Policy as they are legally binding and contain important information about your rights and obligations in respect of the Program (including use, legal rights, liability, and your obligations and matters related to disputes, including the exclusive use of arbitration to resolve disputes). All capitalized terms, unless otherwise defined in the body of the Program Terms, are defined at the end of the Program Terms.

Definitions

• “Card” means an Eligible Card, and an “Enrolled Card” is such an Eligible Card that has been registered for a Program by you under a Program Account.
• “Card-linked Offer” or “Offer” means an offer to you from participating Merchants that is available via the Program and is redeemed in association with a Merchant by using your Enrolled Card.
• “Card-Use Data” means the transaction data provided by the corresponding Payment Network for an Enrolled Card and any data calculated by the Program related to that transaction data that is required to provide the benefits of the Program.
• “Cashback Reward” means the amount paid out to you when you complete a Qualifying Transaction for a Card-linked Offer.
• “Designated Charge Card” means an Enrolled Card that has been selected by you to be charged by us for any fees or donations you have authorized, such as a Monthly Rounding Contribution.
• “Eligible Card” means any Visa card, except without limitation, Visa Buxx, Flexible Spending Account (FSA) Visa cards, EBT Visa cards, and other Visa-branded cards whose transactions are not processed through the Visa U.S.A. payment system, and any Mastercard card processed through the Mastercard payment system.
• “Merchant” means a third-party business.
• “Click Offer” means an offer to you from participating Merchants that is made available via the Program and is redeemed using a coupon, voucher, or redemption code provided to you through the Program.
• “Monthly Rounding Contribution” means the total round-up amount for the month that is calculated according to the rounding settings configured and updatable by you in your Program Account.
• “Offer” means a Cashback Reward, Click Reward, or Matching made available to you in the Program by a Merchant.
• “Party” means either you or Gr8ness For Good, LLC, and “Parties” means both you and Gr8ness For Good, LLC.
• “Payment Network” or “Payment Network Provider” means Visa, Mastercard, and other payment network companies that participate in the Program.
• “Program Account” means the account that you set up to be entitled to receive card-linked Rounding and/or Cashback Rewards.
• “Qualifying Transactions” means a purchase in connection with an Offer and made with an Enrolled Card that, in our sole discretion, satisfies all the requirements of the Offer. Qualifying Transactions made with an Enrolled Card while the card is not in Good Standing will not accrue any rewards. An Enrolled Card will be in “Good Standing” if it (1) is in an active status and (2) is not lost or stolen. If you make a Qualifying Transaction in part with your Enrolled Card and in part with another form of payment, you must meet the terms of the Offer in the part of the purchase made with your Enrolled Card. You will only earn rewards on the part of the purchase made with your Enrolled Card.
• “Contribution Recipient” means the organization(s) that receive funds from you as a donation or deposit into an account they hold. This may be us or another cause we make available to you in the Program to designate for receiving your round-ups, rewards, or other contributions collected through the Program.
• “Website” means a website, any subdomains, or an app that we utilize to offer you the Program.

Understanding Our Role

By participating in the Program, you are choosing to use the Program to calculate an amount for donation to the Contribution Recipients, to receive and accept certain Offers from Merchants that reward you for making certain transactions, and to avail opportunities to contribute additional cash amounts as donations to Contribution Recipients. Various parties’ technology and services collectively allow us to provide you these benefits. Nothing under the Program Terms in any way reduces your obligations and rights under separate terms and conditions for your credit card or other services that you may be subscribed to with us or with third parties.

We and our licensors do not make any particular suggestion or recommendation to you in respect of how you avail yourself of the Program. See the “Additional Disclaimer” section below for further limitations.

Right to Use & Grants

Subject to your compliance with the Program Terms, we grant you a non-sublicensable, non-transferable, non-exclusive, limited, and revocable right to access the Program.

You grant us and our third-party licensors and service providers the right to access and utilize your Card transaction and Card-Use data to provide you with the agreed-upon benefits under the Program, including receipt of targeted, complementary, and/or location-based offers presented via e-mail, push notifications, or through advertisements on other sites and mobile applications by us or the third parties involved in the Program, including Merchants, in compliance with our privacy policy.

You grant us and our licensors the right to use Card transactions and Card-Use data for the purposes of improving services and the Program. We do not sell your information, including your card transaction and Card-Use Data.

If, at our request, you send certain specific submissions or, without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by e-mail, by postal mail, or otherwise (collectively, “Comments”), you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, delete, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Comments throughout the world in any media, now known or later developed, for any purpose whatsoever, commercial or otherwise, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence, and you waive any and all moral rights in such comments.

You agree that your Comments will not violate any right of any third party, including copyright, trademark, privacy, personality, or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of any of our or our licensors’ websites. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third party.

Gr8ness For Good, LLC and its licensors reserve all intellectual property rights in all elements (including but not limited to design, all text, graphics, content, video, logos, audio, and the selection and arrangement of the foregoing) of the websites associated with the Program. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any content or feature on the Website.

Program Participation Conditions

The following conditions apply to you during your participation in the Program:

• You must register for a Program Account on our Website and inform us promptly of any changes to the information provided in the creation of your Program Account.
• You must manage your Program Account credentials and keep them confidential and inform us if the security of your credentials has been compromised. We may require you to reset your password or take other steps to protect your Program Account. We retain the right to take other actions as needed in respect of your Program Account.
• If any communication you receive looks suspicious or has hyperlinks that you do not expect, do not open the communication or click the hyperlink. Instead, email us at support@letselev8.com.
• Only the Program Account holder can enroll their Card in the Program.
• If your Enrolled Card is canceled or expires, you must update the Program Account with current information in order to be eligible to receive benefits under the Program.
• You may cease participation in the Program at any time by deactivating your Program Account, which will release you from our Program Terms. You may deactivate your Program Account by deactivating your Enrolled Cards in the Program settings. As part of the process of deactivating your Program Account, you must ensure that all Enrolled Cards have been unenrolled.

Program Mechanics

Program participation automatically entitles each transaction completed with the Enrolled Card to be considered for eligibility for all Offers available under the Program. The Offers made available within the Program have the following specifications:

Round Ups

• When you use your Enrolled Card, data about your eligible transactions (as determined by the Payment Network) will be shared with the Program Vendor in order to calculate a round-up amount on the purchase value. Only certain types of Cards (e.g., Visa, Mastercard, and other eligible credit cards, and certain Visa and Mastercard debit cards that do not use a PIN pad for the transaction) are eligible to benefit from the Program. The list of eligible cards may change from time to time without any liability to you.
• The calculated round-up amounts will be displayed to you in the Program {in your Activity feed} for your viewing.
• The calculated round-up amounts will also be aggregated into a total round-up in your Program Account. At the end of the month, that total round-up amount will be communicated to us by the Program, and we will communicate that amount to you and remind you that your Designated Charge Card will be charged that amount for your monthly donation.
• [For charities] Within 48 hours of this communication, we will initiate a charge on your Designated Charge Card for an amount equal to the Monthly Contribution Amount, plus an administrative fee of 4% of the contribution or the standard credit card processing fee, whichever is greater. The Monthly Contribution Amount will then be transferred to the designated recipient.

Cashback Rewards

• When you use your Enrolled Card in a transaction that qualifies for an Offer (as determined by the Payment Network), the Cashback Rewards you earn will be credited to your Program Account by the Program. Only Eligible Cards (e.g., Visa, Mastercard, and other eligible credit cards, and certain Visa and Mastercard debit cards that do not use a PIN pad for the transaction) are eligible to be enrolled in and benefit from the Program. The list of eligible cards may change from time to time without any liability to you.
• Cashback Rewards credited to your Program Account will be either deducted from your Monthly Contribution Amount (i.e., acting to reduce the amount we charge your card as your donation) or transferred to the Contribution Recipient directly. Generally, Cashback Rewards will be credited to your Program Account within 120 days of the Qualifying Transaction. However, we will not be liable for any indirect, incidental, consequential, exemplary, punitive, or special damages resulting from any failure to post Rewards to your account in a timely manner. You acknowledge and accept that you are solely responsible for checking your Program Account regularly to verify that Cashback Rewards have been properly posted.
• Unless otherwise specified in the Program Terms or in an Offer, the amount of Cashback Rewards will be calculated based on the entire amount spent on an Enrolled Card in a transaction. The Merchant may stipulate a maximum eligible Cashback Reward amount or include or eliminate gratuity amounts from the total amount spent on a given transaction by an Enrolled Card for the purposes of calculating Cashback Rewards. Please read the details of any Offer that you wish to avail yourself of in respect of your Enrolled Card transaction to ensure you fully understand the Offer.

Matching

• When you use your Enrolled Card in a transaction that has a Round Up calculated and/or earns a Cashback Reward, the Program Vendor may use the calculated contribution amount to further calculate a Matched Amount. Matched Amounts may be paid by a Merchant as a reward to you for participating in the Program.
• Matchings credited to your Program Account may be transferred to the Contribution Recipient directly at the instruction of the Merchant providing the matching funds. The destination of the Matched Amount is at the discretion of the Merchant and us.
• Unless otherwise specified in the Program Terms or in the terms of the Matching presented, the amount of the Matching will be calculated based on the Round Up amount calculated for each transaction on your Enrolled Card.

Click Offers

• Click Offers are digital vouchers, coupons, or codes provided for use at the point of sale. Terms of Click Offers are indicated in the text of the Offer and are subject to Merchant discretion. Click Offers have no monetary value and do not contribute to your Monthly Contribution Amount.

Forfeiture or Reversal of Rewards

For rewards earned with an Enrolled Card, if you close the account that would be eligible to receive Rewards, then any rewards that have not been posted will be forfeited. In our sole discretion, we may deduct Rewards from your Eligible Account in order to make adjustments for returns and cancellations with respect to Qualifying Transactions. In the event that you are awarded Rewards from a Qualifying Transaction and subsequently reverse the transaction with a Merchant that generated such Rewards, or otherwise are required to return the Rewards pursuant to the terms of the applicable Offer, whether or not you are still participating in the Program, you will remain solely responsible for the repayment of the Rewards credited from such purchase. In addition to any other rights we may have to recover such funds, we may apply future Rewards made for your benefit against such obligation. In the event you fail to repay such an amount, we reserve the right to take any and all legal action necessary to collect the Rewards from you, including but not limited to pursuing such a claim in a court of law. We reserve the right to rescind Rewards and to bar further Rewards to, or terminate the participation of, any participant 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 any corresponding Rewards have been credited, or creating or attempting to create or participating in any market in Rewards, or promoting or encouraging similar behavior by other individuals (“Improper Activity”). You are not entitled to compensation from us, Program Vendor, nor the Merchant from whom you made the applicable purchase, or any other entity, in the event your Rewards are forfeited or reversed.

Indemnification

You agree to indemnify, defend, and hold Gr8ness For Good, LLC, its affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors, and permitted assigns, and their licensors and the Program Vendor, Visa, and Mastercard harmless from losses that arise from third-party claims in relation to your breach of the Program Terms, or any fraud or other breach of laws by you.

Limitation of Liability

IN NO EVENT WILL Gr8ness For Good, LLC AND ITS LICENSORS, OR PROGRAM VENDOR, OR VISA OR MASTERCARD BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF USE, DATA, INFORMATION, OR REVENUE, PROFITS OR BUSINESS INTERRUPTION, WHATSOEVER IN RELATION TO OR ARISING UNDER THE PROGRAM TERMS, WHETHER SUCH DAMAGES ARE BASED IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, IF Gr8ness For Good, LLC OR ITS LICENSORS, OR PROGRAM VENDOR, OR VISA OR MASTERCARD SHOULD BE FOUND LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT ARISES OUT OF OR IS IN ANY CONNECTED WITH THE PROGRAM, SUCH PARTIES’ CUMULATIVE LIABILITY WILL IN NO EVENT EXCEED CAD$100.

Additional Disclaimers

You waive and release Gr8ness For Good, LLC, its affiliates, licensors, and their subsidiaries, affiliates, partners, officers, directors, employees, and agents from any liabilities arising from or related to any act or omission of a Merchant in connection with your use or redemption of the Program or the goods, services, or experiences that a Merchant provides in connection with the Program.

THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE “AS IS” AND “AS AVAILABLE,” AND Gr8ness For Good, LLC AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS, INCLUDING THE PROGRAM VENDOR, VISA, AND MASTERCARD, EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

WE DO NOT WARRANT ANY THIRD-PARTY, ITS PRODUCTS, OR SERVICES, INCLUDING THIRD-PARTY LINKS. WE DO NOT VERIFY THE ACCURACY OR RELIABILITY OF ANY INFORMATION ON ANY THIRD-PARTY PROPERTY, INCLUDING MATERIALS AND PERSON’S COMMENTS ON ANY SITE, AND DO NOT REVIEW, APPROVE, MONITOR, ENDORSE, WARRANT, OR MAKE ANY REPRESENTATIONS OF ANY KIND IN RESPECT OF SUCH MATERIALS.

YOUR ONLY REMEDY WITH RESPECT TO ANY DISSATISFACTION WITH THE PROGRAM, OTHER SERVICES, OR ANY MATERIALS, WILL BE TO CANCEL YOUR PROGRAM ACCOUNT AND TO STOP USING THE PROGRAM.

Term

This Agreement and the license granted hereunder shall remain in effect until terminated as set forth herein. Term does not end until all Cards are unenrolled from the Program and your Program Account is deactivated.

Termination and Suspension of Program

Terms for Card-linked Offers may change, or the Offer may expire or terminate at any time without additional obligation to you. Neither Gr8ness For Good, LLC nor its licensors or third-party service providers involved in the Program shall be liable to you for any suspension, modification, or termination of a Card-linked Offer or the Program.

Without limiting anything else in the Program Terms, Gr8ness For Good, LLC reserves the right, in its sole discretion, to suspend or terminate your participation in one or more Card-linked Offers if we suspect that any information you provide is inaccurate or incomplete, you fail to meet the eligibility requirements, fail to comply with the terms of any Offers, or otherwise violate the Program Terms.

Upon cancellation, termination, or deactivation of your Program Account, (i) all rights, licenses, consents, and authorizations granted to you pursuant to the Program Terms shall immediately terminate, and (ii) we may pay out any amounts to which you are entitled in respect of monies present in your Program Account.

Notwithstanding anything to the contrary in the Program Terms, with respect to information and materials in our possession or control at the time of cancellation, termination, or deactivation of your Program Account: (i) we may retain your data in our backup, archive, and disaster recovery systems until such data is deleted in the ordinary course; and (ii) all information and materials described in the foregoing clause shall remain subject to all confidentiality, security, and other applicable requirements of the Program Terms.

Miscellaneous

Governing Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

Dispute Resolution through Arbitration. All disputes, disagreements, controversies, questions, or claims arising out of or relating to the Program Terms, including with respect to its formation, execution, validity, application, interpretation, performance, breach, termination, or enforcement (“Disputes”), will, except when resolvable by the Parties, be determined by a sole arbitrator (the “Arbitrator”) under the Federal Arbitration Act in English in the city of Charleston, South Carolina, pursuant to the laws of the United States of America. The Arbitrator will have the right to determine all questions of law and jurisdiction, including questions as to whether a Dispute is arbitrable, and will have the right to grant legal and equitable relief, including permanent and interim injunctive relief, and final and interim damages awards. The Arbitrator will also have the discretion to award costs of the arbitration, including reasonable legal fees and expenses, reasonable experts’ fees and expenses, reasonable witnesses’ fees and expenses, and pre-award and post-award interest and costs, provided that the Arbitrator will not make an award of costs on a distributive basis. The fees of the Arbitrator will be paid equally by the Parties, and the Arbitrator’s determination of a Dispute will be final and binding, with no appeal on any ground.

Interim Relief. Prior to the appointment of the Arbitrator, the Parties may apply to the courts for interim relief. A request for interim relief by a Party to court will not be considered to be incompatible with Section 11 or as a waiver of that provision.

Declaratory Relief. The Arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Subject to the exception set out in respect of the parties who may be a named party to a claim, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND Gr8ness For Good, LLC AND ITS LICENSORS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the Arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or group proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

Force Majeure. We will not be responsible or liable to you, or deemed in default or breach hereunder by reason of any failure or delay in the performance of our obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, hostilities, war, terrorist attack, embargo, natural disaster, epidemics, pandemics, including, but not limited to, the 2019 novel coronavirus disease (COVID-19) pandemic, acts of God, flood, tsunami, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or your equipment, loss and destruction of property, or any other circumstances or causes beyond our reasonable control.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand; (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the second day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid. Communications to us are to be provided to 636 Long Point Road, Unit G #41, Mt. Pleasant, SC 29464, Attention: Legal. We will communicate notices to you via the information you provide us with for the purposes of providing notice.

Entire Agreement. This Agreement, together with all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

Successors and Assigns; Third-Party Beneficiaries. Except for the Program Vendor, which shall be a third-party beneficiary under the Program Terms, the Program Terms are for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Program Terms.

Amendments and Modifications. The Program Terms may be amended, modified, or supplemented from time to time by us in writing, and notice will be provided to you upon any such changes occurring. You may not amend, modify, or supplement the Program Terms in any way without a signed written agreement of both you and Gr8ness For Good, LLC. Any attempt by you to do so without a signed written agreement will be void.

Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Language. The Parties confirm that it is their express wish that this Agreement, as well as any other documents related to this Agreement, including notices, schedules, and authorizations, have been and shall be drawn up in the English language only.

Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.