End User License Agreement

END USER LICENSE AGREEMENT FOR LOVEVA MOBILE APPLICATION

THIS END USER SOFTWARE LICENSE AGREEMENT (“LICENSE”) GOVERNS ANY AND ALL USES BY YOU (“YOU” OR “YOUR”) OF THE LOVEVA SOFTWARE APPLICATION FOR MOBILE DEVICES THAT IS PROVIDED BY RETAIL ALLIANCE – BUSINESS SOLUTIONS, INC., A VIRGINIA CORPORATION THAT IS AN AFFILIATE OF RETAIL MERCHANTS ASSOCIATION OF TIDEWATER VIRGINIA, INC., ALSO A VIRGINIA CORPORATION.

PLEASE READ THIS LICENSE CAREFULLY BEFORE CLICKING THE “ACCEPT” BUTTON OR DOWNLOADING OR USING THE APPLICATION, WHICH ACCOMPANIES THIS LICENSE. BY CLICKING THE “ACCEPT” BUTTON OR DOWNLOADING OR USING THE APPLICATION, YOU ARE ENTERING INTO AND AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT CLICK THE “ACCEPT” BUTTON OR DOWNLOAD OR USE THE APPLICATION.

A. General.

1. The Application.

The Application is licensed, not sold, to You by Retail Alliance – Business Solutions, Inc. (“Company”) for use strictly in accordance with the terms and conditions of this License and any “usage rules” or other terms and conditions of use that are established by any relevant third parties such as, by way of example only and not by way of limitation, Apple Inc. (“Usage Rules”) and incorporated herein by this reference. As used herein, the term “Application” refers to and consists of the following:  the mobile software application (also known as an “app”) accompanying this License, including without limitation any software code, scripts, interfaces, graphics, displays, text, documentation, and other components;  any updates, modifications, or enhancements to the items listed in subsection (a); any database(s) created by, for, or in conjunction with the mobile software application accompanying the License; and any specific website(s) the Application directs a user to via any browser located on an iPhone, “smart phone,” digital tablet, personal digital assistant, or any other such mobile electronic device (“Mobile Device”), including without limitation the following website(s): www.bealocalloveva.com (“LOVEVA Website”).

2.  The LOVEVA Program.

Downloading and using the Application enables You to participate in the LOVEVA Program, a system for rewarding consumer loyalty to local businesses. The LOVEVA Program allows You, by repeatedly visiting the establishments of merchants that participate in the LOVEVA Program and using the Application to scan into your Mobile Device the quick-response (“QR”) codes displayed by those merchants, to receive loyalty rewards from such merchants. The details of how the LOVEVA Program operates are set forth in Exhibit A attached hereto and, to the extent applicable, on the LOVEVA Website (collectively, “Operational Details”). You acknowledge and agree that Company may add, delete, modify, update, and otherwise change the Operational Details from time to time, and you agree that your participation in the LOVEVA Program will be governed by the then-current Operational Details. You also acknowledge and agree that the merchants that participate in the LOVEVA Program are solely responsible for providing any and all loyalty rewards to be distributed as part of the LOVEVA Program and that Company cannot and does not guarantee that You will receive any such loyalty rewards, that any such loyalty rewards will be of any particular value, or that any such loyalty rewards will function, perform, or otherwise serve as advertised or expected.

3. Your Representations.

You represent and warrant that You are an individual user of the Application or, if you are downloading and using the Application on behalf of an employer or other non-individual entity, you are duly authorized by such entity to download and use the Application on behalf of that entity. Furthermore, you represent and warrant that You are thirteen (13) years of age or older and that you will not allow anyone under the age of thirteen (13) years to access or use the Application or to provide any personally identifiable information through the Application, including without limitation the LOVEVA Website.

B. License Grant and Restrictions on Use.
1. License Grant.

Company grants to You a revocable, non-exclusive, non-transferable, limited right to install and use the Application on one or more Mobile Devices owned and controlled by You and to access and use the Application on such Mobile Devices strictly in accordance with the terms and conditions of this License, the Usage Rules, and any service agreement associated with your Mobile Devices (collectively, “Related Agreements”).

2. Restrictions on Use.

You agree to use the Application strictly in accordance with the terms of the Related Agreements and not to do any of the following things: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Application; (b) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Application or the LOVEVA Website; (c) introduce into or through the Application or the LOVEVA Website any viruses, Trojan horses, worms, time bombs, or other software routines intended to damage, interfere with, surreptitiously intercept, or expropriate any data (including without limitation personal information) or system; (d) violate any applicable laws, rules, or regulations in connection with Your access or use of the Application of the LOVEVA Website; (e) remove, alter, or obscure any proprietary notice (including without limitation any notice of copyright or trademark) of Company or its affiliates, partners, suppliers, or third-party licensors of the Application; (f) use the Application or the LOVEVA Website for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended by or on behalf of Company; (g) distribute the Application from one Mobile Device to another regardless of whether You own or control any or all of the relevant Mobile Devices; (h) make the Application available over a network or other environment permitting access or use by multiple Mobile Devices or users at the same time; (i) use the Application or the LOVEVA Website for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product, or software offered by Company or any merchant participating in the LOVEVA Program; (j) use the Application or LOVEVA Website to send automated queries to any website or to send any unsolicited commercial e-mail; or (k) use any proprietary information or interfaces of Company or other intellectual property of Company in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the Application or the LOVEVA Website.

C. Intellectual Property Rights.
1. Rights to Application.

You acknowledge and agree that the Application and all copyrights, domain names, patents, trade secrets, trademarks, and any other intellectual property rights associated therewith are and will remain the property of Company. Furthermore, You acknowledge and agree that the source code and object code of the Application and the format, directories, queries, algorithms, structure, and organization of the Application are the intellectual property and proprietary and confidential information of Company and its affiliates, licensors, and suppliers. Except as expressly stated in this License, You are not granted any intellectual property rights in or to the Application by implication, estoppel, or other legal theory, and all rights in and to the Application not expressly granted in this License are hereby reserved and retained by Company.

D. Third-Party Software.

The Application may use or include third-party software that is subject to open-source and/or third-party license terms (“Third-Party Software”). You acknowledge and agree that Your right to use such Third-Party Software as part of the Application is subject to and governed by the terms and conditions of the open-source or third- party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms, and disclaimers contained therein. In the event of a conflict between the terms of this License and the terms of such open-source or third-party licenses, the terms of the open-source or third-party licenses will control with regard to Your use of the relevant Third-Party Software. In no event will the Application or any components thereof be deemed to be “open-source” or “publicly available” software.

E. Company’s Marks.

You are not authorized to use Company’s trademarks, service marks, or domain names in any advertising, publicity, or in any other commercial manner without the prior written consent of Company, which may be withheld for any or no reason.

F. Infringement Acknowledgement.

You and Company acknowledge and agree that, in the event of a third-party claim that the Application or Your possession or use of the Application infringes any third party’s intellectual property rights, You (and not Company) will be responsible for the investigation, defense, settlement, and discharge of any such claim of intellectual property infringement. You will, however, promptly notify Company in writing of such a claim.

G. Transfer Prohibited.

You acknowledge and agree that You may not rent, lease, lend, sublicense, or transfer the Application, this License, or any of the rights granted hereunder. Any attempted transfer in contravention of this provision will be null and void and of no force or effect.

H. Use of Information.
1. Consent to Use information.

You hereby authorize and consent to the collection, storage and use by Company and its affiliates, partners, and agents of any information and data related to or derived from Your use of the Application and any information or data that You provide to Company and its affiliates, partners, and licensors (“Information”). Without limiting the generality of the foregoing, the Information will include without limitation the following types of information and data: search requests, search results, patterns, data, and suggestions based on user actions. You acknowledge and agree the Information may include information or data that is personally identifiable to You. Company assumes no obligation to protect Information (other than personally identifiable information) from disclosure and will be free to reproduce, use, and distribute the Information to others without restriction. Company will also be free to use any ideas, concepts, know-how, or techniques contained in the Information for any purpose whatsoever including without limitation developing, manufacturing and marketing products and services incorporating such Information.

I. Privacy Policy.

You acknowledge and agree that Your use of the Application and the LOVEVA Website will be governed by the terms and conditions of Company’s Privacy Policy, which is posted at the LOVEVA Website and sets forth and describes the practices of Company with respect to the collection, use, and disclosure of Information in connection with Your use of the Application. Company reserves the right to change the provisions of its Privacy Policy at any time and from time to time at its sole discretion. Company will post any changes to its Privacy Policy on the LOVEVA Website, and Your use of the Application following the posting of any such changes to the Privacy Policy will constitute Your acceptance of the changes.

J. Third-Party Content and Services.
1. General.

You acknowledge that the Application may permit access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors, and other third parties (“Third-Party Content and Services”).

2. Disclaimer.

You acknowledge that Company does not investigate, monitor, represent, or endorse the Third-Party Content and Services (including third-party websites, if any, available through the Application). Furthermore, Your access to and use of the Third-Party Content and Services is at Your sole discretion and risk, and Company and its affiliates, partners, suppliers, and licensors will have no liability to You arising out of or in connection with Your access to and use of the Third-Party Content and Services. Company hereby disclaims any representation, warranty, or guaranty regarding the Third-Party Content and Services, whether express, implied, or statutory, including without limitation the implied warranties of merchantability or fitness for a particular purpose and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriates, accuracy, completeness, or legality of the Third-Party Content and Services.

3. Third-Party Terms of Service.

You acknowledge and agree that Your access to and use of the Third-Party Content and Services and any correspondence or business dealings between You and any third party located using the Application are governed by and require Your acceptance of the terms of service of such third party, including without limitation any terms, privacy policies, conditions, representations, warranties, or disclaimers contained therein. You also acknowledge and agree that the Third-Party Content and Services and any related third-party terms of service are subject to change by the applicable third party at its sole discretion and without any notice. You assume any and all risks arising out of or resulting from your transaction of business over the Internet and with any third party, and you agree that Company and its affiliates, partners, suppliers, and licensors are not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers. Furthermore, You acknowledge and agree that You are not being granted a license to (a) the Third-Party Content and Services; (b) any products, services, processes, or technology described in or offered by the Third-Party Content and Services; or (c) any copyright, domain name, patent, trade secret, trademark, or other intellectual property right in the Third-Party Content or Services or any products, services, processes, or technology described or offered therein.

4. Endorsements.

You acknowledge and agree that the provision of access to any Third-Party Content and Service will not constitute or imply any endorsement by Company or its affiliates of such Third-Party Content and Services. Company reserves the right to restrict or deny access to any Third-Party Content and Services otherwise accessible through the Application although Company has no obligation to restrict or deny access even if requested by You.

5. Inappropriate Materials.

You understand that by accessing and using the Third-Party Content and Services, You may encounter information, materials and subject matter that (a) You or others may deem offensive, indecent, or objectionable; (b) may or may not be identified as having explicit language; and (c) automatically and unintentionally appears in search results as a link or reference to objectionable material. Notwithstanding the foregoing, You agree that Your use of Third-Party Content and Services is at Your sole risk and that Company and its affiliates, partners, suppliers, and licensors will have no liability to You for information, material, or subject matter that is found to be offensive, indecent, or objectionable.

6. Use of Third-Party Content and Services.

You agree that the Third-Party Content and Services contain proprietary information and material that is owned by Company and its affiliates, partners, suppliers, and licensors and is protected by applicable intellectual property and other laws, including without limitation copyright laws, and that You will not use such proprietary information or materials in any way whatsoever except for permitted use of the Third-Party Content and Services. No portion of the Third-Party Content and Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Third-Party Content and Services, in any manner, and You will not exploit the Third-Party Content and Services in any unauthorized way whatsoever, including without limitation by trespass or burdening network capacity. You agree that You will not use any Third-Party Content and Services in a manner that would infringe or violate the rights of any other party and that Company is not in any way responsible for any such use by You.

K. Term and Termination.
1. Term.

This License will be effective until terminated.

2. Termination.

Company may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this License and the rights afforded to You hereunder with or without prior notice. Furthermore, if You fail to comply with any terms and conditions of this License, this License and any rights afforded to You hereunder will terminate automatically without any notice or other action by Company. Promptly upon the termination of this License You will cease all use of the Application and uninstall the Application.

Disclaimer of Warranties.

YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION IS PROVIDED ON AN “AS IS’ AND “AS AVAILABLE” BASIS AND THAT YOUR USE OF OR RELIANCE UPON THE APPLICATION AND ANY THIRD-PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS, AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTIES REGARDING THE APPLICATION AND THIRD-PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS, AND LICENSORS MAKE NO WARRANTY THAT (A) THE APPLICATION OR THIRD-PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE APPLICATION OR THIRD-PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, OR ERROR-FREE; (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE APPLICATION WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (D) ANY ERRORS IN THE APPLICATION OR THIRD-PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR FROM OR THROUGH THE APPLICATION WILL CREATE ANY REPRESENTATION, WARRANTY, OR GUARANTY. FURTHERMORE, YOU ACKNOWLEDGE THAT COMPANY HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE APPLICATION.

Limitation of Liability.

UNDER NO CIRCUMSTANCES WILL COMPANY OR ITS AFFILIATES, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE APPLICATION AND ANY THIRD-PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALSO, UNDER NO CIRCUMSTANCES WILL COMPANY OR ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY LOYALTY REWARDS OR OTHER GOODS OR SERVICES THAT YOU OBTAIN OR FAIL TO OBTAIN THROUGH THE LOVEVA PROGRAM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE, OR OTHERWISE) WILL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification.

You will indemnify, defend, and hold harmless Company and its affiliates, partners, suppliers, and licensors and each of their respective officers, directors, agents, employees, successors, and assigns (collectively, “Indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest, and expense (including without limitation the fees and expenses of attorneys and other professionals) arising out of or in connection with any third-party allegation arising from any of the following: (a) Your access to or use of the Application or Third-Party Content and Services; (b) Your breach of this License, including without limitation your representations and warranties hereunder; (c) Your violation of law; (d) Your negligence or willful misconduct; or (e) Your violation of the rights of a third party, including the infringement by You of any intellectual property right or misappropriation or other violation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of the License.

Compatibility.

Company does not warrant that the Application will be compatible or interoperable with any of Your Mobile Devices or any other piece of hardware, software, equipment, or device installed on or used in connection with any of your Mobile Devices. Furthermore, You acknowledge that compatibility and interoperability problems can cause the performance of Your Mobile Devices to diminish or fail completely, and may result in permanent damage to Your Mobile Devices, loss of the data located on Your Mobile Devices, and/or corruption of the software and files located on Your Mobile Devices. You acknowledge and agree that Company and its affiliates, partners, suppliers, and licensors will have no liability to You for any losses resulting from or arising in connection with compatibility or interoperability problems.

Product Claims.

You acknowledge that You (not Company) are responsible for addressing any third-party claims relating to Your use or possession of the Application and agree to notify Company of any third party claims relating to the Application of which You become aware. Furthermore, You hereby release Company from any liability resulting from Your use or possession of the Application, including without limitation the following: (a) any product-liability claims; (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (c) any claim arising under consumer protection or similar legislation.

Miscellaneous.
Governing Law.

This License will be deemed to take place in the Commonwealth of Virginia and will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding its conflicts-of-law principles, and, to the extent applicable, the intellectual property laws of the United States. Any disputes arising from this License will be adjudicated in the Norfolk Circuit Court in Norfolk, Virginia, or in the U.S. District Court for the Eastern District of Virginia, and You expressly waive any objections thereto in the nature of jurisdiction or venue. This License will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Severability.

If any provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of this License, or the application of such provision to persons other than those to whom it is held invalid or unenforceable will not be affected, and each remaining provision of this License will be valid and enforceable to the fullest extent permitted by law.

Waiver.

Except as provided herein, the failure to exercise a right or require performance of an obligation under this License will not affect a party’s ability to exercise such right or require such performance at any time thereafter, nor will the waiver of a breach constitute waiver of any subsequent breach.

Export Control.

You may not use or otherwise export or re-export the Application except as authorized by U.S. law and the laws of the jurisdiction(s) in which the Application was obtained. You represent and warrant that You are not (a) located in any country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) listed on any U.S. U.S. Government list of prohibited or restricted parties, including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You also agree that You will not use the Application for any purposes prohibited by U.S. law.

Modification or Amendment.

Company may modify or amend the terms of this License by making a copy of the modified or amended License available through the Application and/or by posting such a copy on the LOVEVA Website. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the Application following the date on which the modified or amended License is so made available or posted.

Survival.

The following sections of this License, and any other provisions of this License which by their express language or by their context are intended to survive the termination of this License, will survive such termination: 1, 2.2, 3, 4, 5, 7, 8, 9, 10, 12, and 13.

Entire Agreement.

This License, including the documents incorporated herein by reference, constitutes the entire agreement with respect to the use of the Application licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject.

EXHIBIT A

OPERATIONAL DETAILS OF LOVEVA PROGRAM

  • One (1) scan by You of the QR code displayed by a participating merchant earns one (1) heart.
  • Your earning ten (10) hearts entitles You to one (1) reward by a participating merchant.
  • Redeeming a reward will cost You ten (10) hearts.
  • You are limited to redeeming one (1) reward per participating merchant per calendar day. Example: if You have twenty (20) hearts, You may redeem one reward from participating merchant A and one reward from participating merchant B on a given calendar day, but you may not redeem two rewards from participating merchant A or from participating merchant B on that calendar day.
  • You may transfer, through the Application, your hearts to another user of the Application, to whom these Operational Details also apply.
  • Reward redemption is limited to the availability of the relevant reward(s).
  • The reward actually given may or may not be the same reward as identified through the Application but will be of like value.
  • A participating merchant should have a reward in stock upon listing it through the Application and honor the reward up to fifteen (15) days after expiration of the reward.
  • Company reserves the right to determine the criteria for who may be a user or participating merchant in the LOVEVA Program.
  • Company does not currently charge end users to access and use the Application. However, Company reserves the right to begin charging fees, at any time and in Company’s sole discretion, for use of various portions of the Application and/or for different levels of subscription or account features.