THIS SITE AND RELATED PRODUCTS AND SERVICES ARE PROVIDED SUBJECT TO THESE PRODUCTS AND SERVICES TERMS AND CONDITIONS (“TERMS”) SET FORTH BELOW. PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. YOUR CONTINUED USE OF THIS SITE WILL INDICATE YOUR AGREEMENT TO BE BOUND BY THESE TERMS, AND AS THEY MAY BE AMENDED FROM TIME TO TIME IN THE SOLE DISCRETION OF MEDMATICS, LLC DBA VIRTUAL INCENTIVES (“Virtual Incentives”). IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, PROMPTLY EXIT THIS SITE.

Welcome to Virtual Incentives. By accessing this site, regardless of whether you click to agree to the Terms or not, you are agreeing to comply with and be bound by the Terms. If you do not wish to agree to the Terms, do not access or use any part of any Site.

We may refuse any or all of our products or services to anyone at any time, in our sole discretion. This Site is intended for use by individuals who are at least 13 years of age. These Terms apply to Virtual Incentives and any of its subsidiaries, partners, parents or affiliates and, if applicable, those third parties acting on behalf of Virtual Incentives from time to time (hereinafter collectively “Virtual Incentives,” “VI,” “us,” or “we”).

These Terms may be amended from time to time with or without notice. It is your responsibility to review these Terms periodically for changes. If at any time you find these Terms unacceptable, you must immediately leave the Site and cease all use of any VI services and the Site. Your continued use of the Site or VI’s services after the posting of changes to the Terms evidences your agreement to the changes regardless of whether you’ve clicked to adhere or acknowledged in any other way. Virtual Incentives owns and operates a number of different websites, mobile apps, and interactive services, (collectively, the “Sites”). These Terms apply to the Virtual Incentives Sites and to all of the features, mobile applications, emails, online services and other functionalities (collectively, the “Features”) available via or related to the Sites, currently existing or developed in the future, and whether accessed via a computer, mobile device, or otherwise (collectively, the “Virtual Incentives Sites and Features”), including, but not limited to, the ViNow portal or via API integration. We may post additional terms, official rules, or agreements that apply to certain services, applications, activities, and features we offer or provide at or through certain Virtual Incentives Sites and Features (“Additional Terms”), and you may be subject to such Additional Terms when you access those services, applications, sites, activities and/or features. In the event of any conflict between the terms of the Additional Terms (on the one hand) and these Terms (on the other hand), these Terms shall prevail unless expressly otherwise stated in the Additional Terms, which are intended to supplement, but not replace, these Terms. Additional Terms are hereby incorporated by reference into these Terms.
You agree to use the Virtual Incentives Sites and Features only for purposes that are permitted by these Terms, any Additional Terms, and any applicable law, regulation or generally accepted practices in the relevant jurisdictions. Subject to all of the provisions of these Terms, Virtual Incentives hereby grants you a limited, terminable, non-transferable, personal, non-exclusive license to access and use the Virtual Incentives Sites, Features and Services solely as provided herein. Notwithstanding anything to the contrary herein, all rights not specifically granted in the license set forth above shall be reserved and remain always with Virtual Incentives. Your right to use the Virtual Incentives Sites, Features and Services is not transferable. You acquire no rights or licenses in or to the Virtual Incentives Sites and Features and materials contained therein other than the limited right to access and utilize the Virtual Incentives Sites, Features and Services in accordance with these Terms.
Virtual Incentives grants you permission to access and view each of its Sites and to electronically design Virtual Incentives Products for the sole purpose of submitting an order. Any other use of the Sites or the Content, in whole or in part, without permission of the applicable rights holder is strictly prohibited.

DEFINITIONS.
“API” means an application-programming interface, which is, without limitation, a communications protocol by which VI and COMPANY can communicate with one another.
“Card” means a digital or plastic gift card, gift card code or reward card issued by the Issuer pursuant to this Agreement.
“Card Fees” means the amounts to be paid to VI by COMPANY for Card Services.
“Card Services” means services related to provision of Cards.
“CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., as may be amended from time to time.
“COMPANY” you, your affiliates, parents, subsidiaries, employees, and designees as applicable.
“Customer Data” means information provided by COMPANY to VI or collected by VI on COMPANY’s behalf in connection with the performance of VI’s obligations under this Agreement, which identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, including, without limitation, “personal information” under the CCPA, “personal data” under the GDPR, and/or nonpublic personal information (as defined in 15 U.S.C. § 6809(4) and 16 C.F.R. Part 313). Without limiting the generality of the foregoing, Customer Data may include: (a) an individual’s name, address, e-mail address, IP address, telephone number and/or debit/credit card number, (b) the fact that an individual has a relationship with COMPANY, (c) an individual’s account information and/or transactional and other data that is generated, collected or obtained as part of this Agreement.
“GDPR” means the EU Regulation 2016/679 of 27 April 2016 (General Data Protection Regulation), as may be amended from time to time.
“Issuer” means the retailer or bank who issues and redeems each Card to be issued pursuant to this Agreement.
“Marks” means a Party’s service marks and trademarks, including without limitation the names and other distinctive marks or logos, which identify such Party.
“Monthly Program Fee” is specified in the SOW or Pricing Agreement, if applicable.
“Nondisclosure Agreement” means the Mutual Nondisclosure Agreement executed by the Parties prior to the signing of this Agreement, if any.
“Pricing Agreement” a separate agreement between the parties that specifies the Card and Program pricing and set up fees, if applicable
“Program Setup Fees” are fees associated with setting up the COMPANY program and which may be one time or recurring. Program Setup Fees may be specified in a separate SOW or Pricing Agreement between the parties.
“Recipient” or “Recipients” means one or more recipient(s) of a Card.
“Services” means the services to be provided by VI to COMPANY.
“Sites” means one or, collectively, all websites, web-based properties, including properties accessed via mobile or wireless electronic devices, owned by either Party.

1.  SERVICES. Various products, whether they are plastic or electronic, may be selected and purchased on this Site ("Virtual Incentives Products"). Some Virtual Incentives Products can be customized with text, and/or graphics. When you have completed and paid for your order, Virtual Incentives will produce the Virtual Incentives Products you have selected and send them to the recipients specified by you. The pricing for Virtual Incentives Products and services, is set forth on the applicable Site and/or in separate agreements between the parties, and incorporated into these Terms by reference. Please note that prices and fees may change from time to time. Please place and complete your order carefully. All purchases of Virtual Incentives Products and Services are non-returnable and non-refundable and all sales are final.

If you have any questions or problems with your order or the order has not been received within the expected timeframe, please contact us immediately at support@virtualincentives.com or 646-736-1910. Please include your order number in all communications for prompt service.

3.  COMPENSATION, EXPENSES AND FEES. Payment of any invoice submitted by VI to COMPANY shall be due immediately. Card Services will not be provided until payment is processed. COMPANY shall be responsible for making payment to VI for all Cards ordered by COMPANY.
a.  Payment Obligations. COMPANY acknowledges that it is fully liable for all amounts owing to Issuer for Cards purchased by VI at COMPANY’s request and shall indemnify VI immediately upon demand for any losses and expenses that VI may incur as a result of any failure of COMPANY to pay when due any amounts owing to Issuers with respect to Cards ordered by COMPANY and for any payment reversals that may occur after Card orders are fulfilled. This indemnification obligation shall not be limited by Section 12 or 13 of this Agreement. COMPANY will further be responsible for any overcharges made by Recipients.
b.  Method of Payment. COMPANY and VI will work together to determine the best method by which payment for Cards can be made by COMPANY to VI. As a guiding principle, without limitation, COMPANY and VI will agree on a process whereby VI’s financial exposure for the purchases of Cards is minimized. Such methods may include, without limitation, COMPANY providing an upfront cash deposit for VI to draw down on (“Draw Down Funds”), or COMPANY making ACH credit transfers or wire transfers to VI bank accounts, or payment by check. VI reserves the right to reject certain forms of or to require certain forms of payment in its sole discretion.
c.  Draw Down Balances. Subsequent to completion of all outstanding Orders, VI will return to COMPANY any outstanding Draw Down Funds that COMPANY has on account with VI, at COMPANY’S request, to COMPANY’s bank account via check and returned to the address on account.

4.  CARD SERVICES.
a.  Issuance. COMPANY and VI acknowledge that VI is not the Issuer of Cards.
b.  Redemption. COMPANY and VI acknowledge that VI is not responsible for Card redemption. Issuers shall be solely responsible for the redemption of Cards, and it is understood that any customer service issues associated with redemption will be the sole responsibility of Issuers and that VI shall have no liability with regard to such matters.
c.  Card Terms and Conditions. COMPANY and VI acknowledge that Issuers will be responsible for preparing the Issuer specific Card terms and conditions, which may be subject to change from time to time at Issuer discretion.
d.  Card Substitutions and Pricing. VI reserves the right to substitute Cards for other Cards and to adjust pricing to reflect changes in Card terms or fees provided by Issuer to VI at any time with or without notice, in VI’s sole discretion.
e.  Contract Performance. VI reserves the right to reasonably adjust pricing at any time in its sole discretion if the contract doesn’t perform in a manner that is consistent with what was represented by COMPANY during contract negotiations or if VI is operating at a loss due to contract performance, market conditions or for any other reason.
f.  Unclaimed or Unspent. If COMPANY pricing is based on VI’s being paid based on unclaimed and/or unspent and COMPANY takes action, whether directly or indirectly, to purposefully reduce the amount of unclaimed or unspent then VI may, in its sole discretions, immediately adjust COMPANY pricing to account for VI lost revenue and demand repayment of lost revenue from COMPANY to reimburse VI for the difference in revenue between what VI would have made were it not for COMPANY’S interference and what VI actually collected. VI also may terminate the contract immediately in its sole discretion if VI believes that COMPANY acted maliciously in decreasing VI’s profitability.

5.  APPROVAL BY ISSUERS. Both VI and COMPANY acknowledge that Issuers may need to provide approval before Cards can be offered for sale by VI on COMPANY Sites and that such approval is solely in the discretion of Issuers. Both Parties acknowledge that such approval, if granted by Issuer, without limitation, may include restrictions. By way of example, this may include denomination restrictions (e.g. no Cards greater than $500.00 in value) or geographic restrictions around the purchase, delivery or redemption of a Card (e.g. United States only, no U.S. territories or foreign countries), or restrictions on the types of services that the cards can be used to pay for (e.g. no subscription services, or other payments that may result in recurring charges or delayed charges, such as for hotel incidentals). COMPANY agrees to comply with, and to ensure that Recipients comply with, all terms, conditions and restrictions associated with Card approval and use.

6.  TERMINATION. VI may terminate or suspend this Agreement or any SOW or part of an SOW at any time, with or without notice, for cause, which includes, but is not limited to, for fraud or suspected fraud, for violation or suspected violation of law, for COMPANY misrepresentation, misdirection or misuse of business information shared between the parties that materially impacts contract performance to the detriment of VI, or at Issuer request or requirement. VI may terminate this Agreement at any time upon two-weeks notice. Upon Termination, VI will have no further obligation to COMPANY other than as specifically stated herein.

7.  LICENSE AND USE OF INTELLECTUAL PROPERTY. During the Term of this Agreement, VI hereby grants COMPANY a non-exclusive, non-transferable, royalty-free, worldwide license to use VI’s API solely and exclusively for use during the delivery of the Services under this Agreement. This license does not grant to COMPANY or any other party any right to copy, modify, enhance or transfer the API or otherwise disclose confidential information about the API to any third party. Title to the design and ownership of the API including all codes, data, documents and information embodied in the API shall remain vested in VI. VI will own all right, title and interest in and to all inventions, improvements, products, services, technology, information and materials or work product of any kind (collectively, “Inventions”) that VI creates, develops or prepares during the Term of this Agreement, including all worldwide intellectual property and proprietary rights therein, whether or not any such Invention competes with, is related to, or is compatible with or interoperates with any products, services or technology of the COMPANY and even if such Inventions are the result of ideas suggested by or changes made for the benefit of the COMPANY. COMPANY agrees to sign or endorse any documents reasonably requested by VI to convey the rights, title and interest to any such Inventions to VI.

8.  LICENSE OF MARKS. During the Term of this Agreement, neither party may use the others’ trademarks, trade names and other symbols without prior written consent. All program materials the reference VI will be subject to prior written approval by VI in VI’s sole discretion.

You may not upload to a Site any material, whether text, images, or otherwise, that (a) infringes any copyright, trademark, right of privacy, right of publicity, or any other right of a third party, including without limitation, images of celebrities, actors, musicians, sports figures, politicians, cartoon characters or public figures of any kind; (b) is unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane or offensive to the community or to any reasonable segment thereof, or (c) phone numbers, addresses, account numbers, personalized identification numbers or URL addresses (collectively, "Inappropriate Content").

The content of the Submitted Data you submit is governed by applicable laws (including laws which prohibit infringement of copyrights and trademarks, obscenity, pornography, child pornography, or child abuse). We have no obligation to monitor the Submitted Data. However, we (and our licensees, suppliers, fulfillers, and Third-Party Portals, and merchants offering products through a Site ("Merchants")) reserve the right at all times to review the Submitted Data, to disclose the Submitted Data as necessary to satisfy any laws, regulations or government requests and to report any potential violations of law to law enforcement authorities, to refuse to post or transmit the Submitted Data, to remove the Submitted Data, and to refuse to perform any orders for processing or fulfillment for Submitted Data that are, in our sole judgment and discretion, (or in the sole judgment and discretion of any of the entities described above), objectionable or in violation of these Terms. In the event that you submit Submitted Data to a Site for inclusion on a gift card and the Merchant issuing the gift card believes the gift card contains Inappropriate Content, the Merchant may reserve the right to refuse to honor the gift card.

Virtual Incentives reserves the right to determine, at its sole discretion, whether Submitted Data will be accepted for incorporation into Virtual Incentives Products. If Virtual Incentives does not approve the Submitted Data, we will notify you by email that your submission has been rejected. At such time you may submit another image for consideration in a subsequent order.

9.  CONFIDENTIALITY. Each party (the "Disclosing Party") may from time to time during the term of this Agreement disclose to the other party (the "Receiving Party") certain Confidential Information, as defined below. The Receiving Party shall disclose the Confidential Information of the Disclosing Party using the same degree of care which the Receiving Party ordinarily uses with respect to its own Confidential Information, but in no event with less than reasonable care. The Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement and shall limit the disclosure of the Confidential Information of the Disclosing Party to the employees or agents of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are, with respect to the Confidential Information of the Disclosing Party bound in writing by confidentiality terms no less restrictive than those contained herein. "Confidential Information" means any non-public or proprietary information of the Disclosing Party disclosed to the Receiving Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation, product information, client lists, and trade secrets. Confidential Information may also include the information of a third party disclosed to the Disclosing Party under an obligation of confidentiality. Confidential Information, however, shall not include any information which the Receiving Party can establish: (i) was in the public domain prior to the time of disclosure to the Receiving Party by the Disclosing Party; (ii) becomes publicly known after disclosure to the Receiving Party through no action or inaction of Receiving Party; (iii) is in the possession of the Receiving Party, without confidentiality restrictions, at the time of disclosure to the Receiving Party by the Disclosing Party as shown by Receiving Party's files and records immediately prior to the time of disclosure; or (iv) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided, however, that the Receiving Party shall provide prompt notice thereof to the Disclosing Party and shall use its reasonable best efforts to obtain a protective order or otherwise prevent public disclosure of such information.

11.  INDEMNITY. COMPANY will defend, indemnify and hold VI harmless (and its employees, directors and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of any third-party (other than an affiliate) claim or proceeding or related to or arising out of any actual or alleged breach of any covenant, obligation, representation or warranty hereunder. In addition, and without limitation of the foregoing, COMPANY will defend, indemnify and hold harmless VI and its affiliates, employees, directors and representatives from and against any and all Losses arising out of a third party’s failure to comply with all state and federal laws, rules and regulations, including, but not limited to, those relating to the issuance of Cards.

12.  LIMITATION OF LIABILITY. COMPANY AGREES THAT, IN ANY CLAIM AGAINST VI WHATSOEVER, VI’S LIABILITY, IF ANY, SHALL BE LIMITED TO THE UNUSED BALANCE OF CARDS OUTSTANDING AND ACTIVE. VI SHALL NOT BE LIABLE TO COMPANY FOR LOST PROFITS (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, DAMAGES ARISING FROM CARD INADEQUACIES, LOST OR STOLEN CARDS OR SHIPMENTS OR MERCHANT FAILURE TO ACCEPT THE CARD. COMPANY ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISK UNDER THIS MCA AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF VI WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. VI HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE COMPANY WITH THE RIGHTS TO ACCESS AND USE THE PRODUCTS AND SERVICES PROVIDED FOR IN THIS MCA. YOU MUST SUBMIT A CLAIM WITHIN THIRTY (30) DAYS OF YOUR DATE OF PURCHASE.

Under no circumstances shall we (or our licensees, suppliers, fulfillers, owners and operators of Third-Party Portals or Merchants) be liable for damages of any kind, under any legal theory arising out of or in connection with your use of, inability to use, any Site, any Content, or any products or services offered through a Site, including any direct, indirect, incidental, special or consequential damages (including but not limited to damages for loss of profits, use, data or other intangibles) even if we, or our licensees, suppliers, fulfillers, owners and operators of Third-Party Portals or Merchants, have been advised of the possibility of such damages. Without limiting the foregoing, this disclaimer of liability applies to any loss or damage arising out of the customization, processing, storage or fulfillment of any material, Virtual Incentives Product, or Submitted Data, the inability to use a Site, any changes to a Site (or its products and/or services), or the unauthorized access to or alteration of your transmissions or data.

Some jurisdictions do not allow the limitation or exclusion of incidental, consequential or other types of damages, so some of the foregoing limitations may not apply to you. In addition, in the event you violate these Terms and you intentionally publicize such violation, you acknowledge that Virtual Incentives and its affiliated companies may suffer substantial damage to its reputation and goodwill and that you can be liable for causing such substantial damage. Furthermore, you agree to refrain from using the services offered through the Site, including ordering any Virtual Incentives Products, in any manner that would cause damage to the public reputation of Virtual Incentives, its affiliated companies, and their employees, shareholders, board members, Merchants, or third parties for which Virtual Incentives provides services. In the event that you use or publicly display any products ordered through the Site, including by display on the Internet, in order to intentionally bring harm to Virtual Incentives or any of its affiliated companies or their employees, or shareholders, or board members, or to owners or operators of Third-Party Portals, or Merchants, Virtual Incentives reserves the right to demand the immediate return of the Virtual Incentives Product(s) ordered from a Site, to invalidate, without refund, the value of any gift card included in such Virtual Incentives Products, and to pursue any and all further remedies available to Virtual Incentives and its affiliated companies under the law.

We reserve the right to terminate your right to use one or more Sites if you violate any of these Terms or if your account has been inactive for more than one year. Upon termination of your right to use one or more Sites, we will remove your account privileges. We will have no obligation to return to you your Submitted Data. The disclaimers and limitations of liabilities set forth in these Terms shall survive any such termination. Your sole recourse and remedy if Virtual Incentives terminates your right to use a Site, is to receive a refund for any products paid for but not processed or fulfilled by Virtual Incentives, if any.

13.  WARRANTY AND DISCLAIMER. VI WARRANTS THE VI PRODUCTS AND SERVICES ON AN "AS IS" BASIS AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE VI PRODUCTS AND SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. COMPANY ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES WITH RESPECT TO THE VI PRODUCTS AND SERVICES WHEN ENTERING INTO THIS AGREEMENT.

14.  DISPUTE RESOLUTION. In the event of a dispute, the Parties agree as follows:
a.  Negotiation. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between their representatives. Any Party may give the other Party a Dispute Notice. “Dispute Notice” means a notice that describes a dispute with reasonable particularity and states the action the disputing Party wishes the other Party to take to resolve the dispute. Within 20 days after delivery of a Dispute Notice, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within 60 days after the giving of a Dispute Notice, or if the Parties fail to meet within 20 days after the giving of a Dispute Notice, either Party may initiate mediation of the controversy. All negotiations are confidential and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and state rules of evidence.
b.  Mediation. If the dispute cannot be resolved by negotiation, the Parties shall endeavor to settle the dispute by mediation under the then-current mediation procedure of the CPR Institute for Dispute Resolution. One neutral person will be selected from the CPR Panels of Neutrals to mediate the dispute. If the Parties encounter difficulty in agreeing on a neutral, they will seek the assistance of CPR in the selection process. If the mediation process has not resolved the dispute within 30 days of the submission of the matter to mediation, or such longer period as the parties may agree to, the mediation process shall cease, and the parties will be free to pursue other means of dispute resolution. All mediation documents and discussions pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and state rules of evidence.
c.  Costs. Each Party shall bear its own attorney fees and costs.

15.  FORCE MAJEURE. In the event either Party is unable to perform its obligations hereunder due to a “Force Majeure Event” (as defined below), such Party will so notify the other Party promptly in writing and shall be relieved of any liability hereunder flowing from such inability to perform until such time as the Force Majeure Event has ended. If a Force Majeure Event occurs, the Party who is prevented or delayed from performance will take all reasonable steps to commence performance as soon as practicably possible. Should the Force Majeure Event prevent or delay performance for more than ten (10) days, the other Party may, at its option, immediately terminate this Agreement upon notice. As used herein, a “Force Majeure Event” means the occurrence of circumstances beyond a Party’s control, such as acts of god, fire, flood, power outages, equipment or widespread communications network failures, governmental or regulatory changes, acts of war, or terrorism.

16.  REPRESENTATIONS AND WARRANTIES. Each Party represents, warrants, and covenants that it has full power and authority to enter into and consummate the transactions contemplated in this Agreement; and the execution, delivery and performance of this Agreement does not violate the terms of any other contract or written instrument to which a Party is bound.

17.  ISSUER RIGHTS. COMPANY understands that Issuer has the right, at their sole discretion and at any time, to immediately, or at any other time specified, require that portion of the Card Services related to the Issuer be modified in order to continue or to withdraw consent to the portion of the Card Services related to the Issuer or to terminate Card Services related to the Issuer, or to audit COMPANY’S pertinent records for compliance with standards and program requirements.

18.  COMPLIANCE WITH LAWS APPLICABLE TO CARDS. The Parties shall comply with all local, state and federal laws and regulations applicable to the acceptance and distribution of Cards and COMPANY will comply with all instructions and limitation specified by VI and the Issuer with respect to acceptance and distribution of Card. COMPANY is responsible for compliance with escheating of unclaimed property, if applicable.

19.  MISCELLANEOUS.
a.  Notices. All notices, consents and approvals under this Agreement must be delivered in writing by courier or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth in the preamble, and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party.
b.  Survival. In addition to any payment obligations arising prior to the termination or expiration of this Agreement, the following sections will survive the termination of this Agreement: Sections 8 (License of Marks); 9 (Confidentiality); 10 (Privacy and Security); 12 (Indemnity), 13 (Limitation of Liability), 15 (Dispute Resolutions), and any other Sections of the Agreement that are intended to survive termination.
c.  Entire Agreement and Severance. This Agreement (together with the Nondisclosure Agreement, if applicable) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written and oral. No term of this Agreement or the Nondisclosure Agreement may be waived, modified or amended without a writing executed by both parties. If any term of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will continue in effect.
d.  Amendment. This Agreement may not be modified or amended other than by an agreement in writing signed by duly authorized representatives of each of the Parties.
e.  Counterparts and Facsimile Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
f.  Compliance with Laws and Regulations. Each Party agrees that it will perform its obligations hereunder in accordance with all applicable federal, state and local laws, rules and regulations now or hereafter in effect.
g.  Applicable Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule. Any claim or actions brought under this Agreement will be brought in the State of New York, County of Dutchess.
h.  Assignment. COMPANY may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of VI. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties, their respective heirs, legal representatives, beneficiaries, successors, and permitted assigns. VI may, in its sole discretion, assign this agreement to a third party provided that the third party agrees to terms and conditions substantively similar to those herein.
i.  No Waiver. A waiver of any default, breach or non-compliance with this Agreement by either Party shall not be effective unless it is provided in a writing signed by the waiving Party. No consent or waiver with respect to any breach or default of any provision of this Agreement shall constitute a waiver of, agreement to, or acquiescence in any other breach or default by either Party of the same provision or any other provision of this Agreement.
j.  Headings. The headings of the Sections of this Agreement are for convenience only and shall not be a part of or affect the meaning or interpretation of this Agreement.
k.  Document Retention. In order to be able to service Card Recipients, VI will retain all Customer Data for up to three years.

If you have any customer service-related questions, please contact:
E-mail: support@virtualincentives.com
Phone: 1-646-736-1910
If you have any other questions about Virtual Incentives, its products or services, please address your inquiry to:

Virtual Incentives
1401 Route 52, Suite 101B
Fishkill, NY 12524