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Service Agreement

This agreement (the "Agreement") is a legal agreement between you, either an individual or a single legal entity ("You" or "you"), and your employees. and Customer Loyalty Systems (CLS).  This Agreement governs your use of the Customer Loyalty Systems software distributed with this Agreement, including any updates that may be provided to you and any accompanying written documentation and the Customer Loyalty Systems Rewards Card Program (Service or Program).

Service

You acknowledge and agree that CLS may occasionally send you administrative communications regarding your account or the service via email.  If you do not agree to the terms of this agreement, you are not granted any rights whatsoever in the software or any right to receive the Service & Program.

Accounts, Passwords and Security

You must be a registered user to access the Service & Program.  You are responsible for keeping your password secure.  You will be solely responsible and liable for any activity that occurs under your user name.  If you lose your password for your account, you may not be able to access your data.  A CLS administrator can supply you with your password once identity is verified.

Acceptable Use and Conduct

You are solely responsible for your conduct and your data related to the Service & Program.  You agree to indemnify, defend, and hold harmless CLS, its associates or affiliates and its suppliers from any and all loss, cost, liability, and expense arising from or related to your data, your use of the Service & Program, or your violation of these terms.

The Software and Service are made available to you only for your Facilities use, which use must be in compliance with all applicable laws, rules and regulations and must not infringe or violate third party rights.  You may not make commercial use of the Software or service, including but not limited to selling or distributing the Software and/or Service to any third party.

Any unauthorized use of any CLS Rewards Card Program is a violation of this Agreement and certain federal and state laws.  Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties.

Consent to Collect Non-Personal Information; Use of Data

The Software and Service may collect certain non-personally identifiable information that resides in your portal, including, without limitation, statistics relating to how card usage and distribution, performance metrics relating to the Software, and configuration settings.  This information collected will be sent to CLS and may be used by CLS without restriction; however, information collected will never be sold or transferred to any third parties.

Changes to the Service, Terms and Conditions

CLS reserves the right at any time to modify, suspend, or discontinue providing the Service or any part thereof in its sole discretion with or without notice.

CLS will use commercially reasonable efforts to notify you of modification, suspension, or discontinuance of the Service by sending an email to the email address you provide with your registration.  However, in no event will CLS be liable to you or to any third party for any modification, suspension or discontinuance of the Service with or without notice.

CLS reserves the right at any time to modify this Agreement in its sole discretion, without liability to you.  This Agreement, as amended, will be effective upon acceptance of registration for new users and effective for all existing users 15 days after the posting of any amended terms on the CLS website.  You agree to be bound by this Agreement, as modified.  If you do not agree to any changes to this Agreement, you must terminate your account immediately.

Please review the most current version of this Agreement from time to time, located at http://www.customerloyaltysystems.com so that you will be apprised of any changes.

Use of Software

Subject to the terms and conditions of this Agreement, CLS grants you a non-exclusive, non-transferable, non-sublicensable license to use the CLS website portal for your company only.

The Software and its structure, organization, source code, and documentation contain valuable trade secrets of CLS and its licensors, and accordingly you agree not to (and agree not to allow third parties to) (1) sublicense, lease, rent, loan, transfer, or distribute the Software and/or Service or any derivative thereof to any third party, (2) modify, adapt, translate, or prepare derivative works from the Software or Service, (3) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software or Service, (4) extract portions of the Software's files for use in other applications, or (5) remove, obscure, or alter CLS’s trademarks or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software or Service.

Intellectual Property

You acknowledge that CLS owns all rights, titles and interests in and to the Software and Service, portions thereof, or software or content provided through or in conjunction with the Software or Service, including without limitation all intellectual property rights.  Except for the license granted in this Section, all rights in and to the Software and Service are reserved, and no implied licenses are granted by CLS.

If you have comments on the Software or Service or ideas on how to improve them, please visit http://www.customerloyaltysystems.comand provide said feedback.  Please note that by doing so, you also grant CLS a perpetual, royalty-free, irrevocable, transferable license, with right of sublicense, to use and incorporate your ideas or comments into the Software or Service (or third party software, content, or services), and to otherwise exploit your ideas and comments, in each case without further compensation.

Terms and Termination

This Agreement is effective upon signing the final proof and payment being accepted by CLS and remains in effect until the users' account is terminated.

You may terminate this Agreement at any time notifying CLS administration of your request to close your account.

Termination of usage of the CLS website portal for your company may occur if there is no activity in your website portal for a period of 90 days or longer.  Activity is described as activation or end user (your customer) usage.

This Agreement automatically terminates if you fail to comply with its terms and conditions.  CLS reserves the right to refuse or discontinue participation to any user at any time at its sole discretion.

You agree that, upon such termination, that your access rights to the Service will immediately terminate.

The terms of the Sections entitled Consent to Collect Non-Personal Information, Intellectual Property, Disclaimer of Warranties, Limitation of Liability, and Miscellaneous will survive expiration or termination.

If this Agreement terminates, other than for your failure to comply, CLS may use commercially reasonable efforts to make your Data available for you to download for a period of fifteen (15) days.  CLS has no obligation to provide you with a copy of your Data and may remove and discard any Data.

Escrow of Software

CLS shall deposit the source code for its software with a third party escrow agent on a not less than quarterly annual basis with an escrow agent.  Upon the occurrence of an event of default, escrow agent is directed to make a copy of the source code available to Client.  "Default" for purposes of this Section shall mean the bankruptcy, winding up or going out of business, assignment for the benefit of creditors or dissolution of CLS.  In case of such default by CLS, Client agrees not to make use of the source code obtained from the escrow agent, other than to use the software "as is" and without modification or reverse engineering, in its own automotive service operations, and that Client shall otherwise continue to adhere to the provisions of this Agreement.  Client may engage CLS as consultant to advise Client as needed to install and operate the unmodified, escrowed software in Client provided hardware.  CLS shall be compensated on a time and material basis.  In the event of any dispute between CLS and Client concerning or relating to Client's right to obtain a copy of the source code from escrow agent, the parties agree that escrow agent's sole obligation shall be to file an action for interpleader in state or federal court in California and to deposit a copy of the source code with the court pending the resolution of the dispute between CLS and Client.

Disclaimers of Warranties

THE SOFTWARE AND SERVICE ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. CLS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE OR. 

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SOFTWARE AND SERVICE, IS AT YOUR OWN DISCRETION AND RISK.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL CLS, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SOFTWARE OR SERVICE, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF CLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF CLS, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO CLS FOR THE SOFTWARE OR SERVICES.  IF THE SOFTWARE AND SERVICES ARE PROVIDED WITHOUT CHARGE, THEN CLS AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE OR SERVICE, FROM INABILITY TO USE THE SOFTWARE OR SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE OR SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).  SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Miscellaneous Provisions

You acknowledge and agree that the Software which is the subject of this Agreement, may be controlled for export purposes.  You agree to comply with all United States export laws and regulations.  You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation.  If you are located in a country subject to embargo by the United States government, you are not entitled to use the Software or Service.

This agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

The failure of CLS to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision.  If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.

This Agreement, which incorporates the CLS Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.  Any waiver of any provision of this Agreement will be effective only if in writing and signed by CLS.

All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts serving Pleasanton, CA. and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit CLS from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights.

You may not assign or transfer any of your rights or obligations under this Agreement to a third party without the prior written consent of CLS. Any attempted assignment or transfer in violation of the foregoing will be void from the beginning.

Contacting Customer Loyalty Systems

Users with questions about this Agreement or any of the CLS policies may contact a representative @[email protected]

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