User Terms

 

1.              Who we are

The Website and App on which these User Terms are made available is operated by LifeWorks US Inc. (referred to as “we”, “us” or “our”). Our registered address is at 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808, United States.

2.              Terms of Use

2.1           These User Terms set out the basis on which we provide our Services via our Website and App to Employers (as administrators) and their employees (as users), both of which shall be referred to as “Users” in these User Terms unless the context dictates otherwise. By registering an Account to use our Services via this Website or App you agree to be bound by these User Terms. You may only use the Website and App in accordance with these User Terms, for lawful purposes (complying with all applicable laws and regulations), and in a responsible manner. All rights granted to you under these User Terms will terminate immediately without notice in the event that you fail to comply with the User Terms.

2.2           If you are registering as an administrator on behalf of your Employer, you confirm and represent that you are a duly authorised representative of your Employer and have the power and authority to bind your Employer by accepting these User Terms (and any other terms and policies we may require you to accept in connection with the Services) on your Employer’s behalf.  

2.3           We may change these User Terms from time to time. We shall notify you by email whenever we revise the User Terms and will tell you when the revised User Terms are to take effect. If you continue to use any of the Services after any such revisions take effect then you will be taken to have agreed to the revised User Terms. If we make significant changes, we may require you to expressly indicate your acceptance of such changes the next time you log into your Account (or, in the case of Employers, the next time your authorised administrator logs into your admin Account), in which case you will not be able to continue using the Services until you have done so (whether as an Employer or a User).

3.              Additional Terms

            The following additional terms also form part of these User Terms and are, where relevant, incorporated by reference:

 

(a)            our Website Terms of Use;

(b)            our Privacy Policy;

(c)            for Employers, our Agreement with you or, if applicable, the terms of service between you and any third-party reseller of our Services; and

(d)            any terms and conditions that may be applied by your Employer (please ask your Employer for details).

4.              Services

4.1           We provide employee assistance, health and wellness, communication, cashback, discounts, reward and recognition services deployed in the cloud and which may be accessed through our Website and/or our App (the “Services”). The Services allow you to do the following (if enabled by your Employer):

(a)            communicate certain information with fellow Users;

(b)            give and obtain recognition to or from other Users;

(c)            to receive rewards allocated to you by your Employer in recognition of an achievement or other activity relating to your employment, which may be redeemed by you in accordance with clause 10 below (a “Spot Reward”);  

(d)            access a variety of dining, online shopping, local, in-store shopping and gift card deals;

(e)            obtain commission from us on the terms set out in these User Terms (“Cashback”) when completing certain qualifying transactions on the website of a Retailer;

(f)              access health and wellness resources;

(g)            access a variety of resources and tools to help you and your dependents manage personal issues at work or at home.

4.2           Downloading, accessing and use of the Website and/or App is made available on an ‘as is’ and ‘as available’ basis at your sole risk.

4.3           We may change the features contained in the Services from time to time. We do not guarantee that any particular content will be made available as part of the Services either via the Website or the App.

4.4           We reserve the right to change the design, features and/or functionality of the Website and/or App. The updated App will be available for download. You are not obliged to download any updated App, but we may cease to provide and/or update content to prior versions of the App.

5.              Registering an Account

5.1           In order to use the Services, you must register an Account and:

(a)            be an individual;

(b)            be 18 years old or older;

(c)            be employed (or retained to provide services in some other similar capacity, as may be applicable) by an Employer; and

(d)            agree to comply with these User Terms.

5.2           You must sign up directly with us (either via our Website or App) in order to be able to use the Services. When signing up, you must provide:

(a)            your full name;

(b)            a valid and subsisting email corporate address designated by your Employer; and

(c)            any other information reasonably requested by us as part of the sign up process.

You must ensure the information in your Account is updated regularly with any relevant changes.

5.3           You confirm that all information you provide to use when registering an Account is true and accurate to the best of your knowledge and belief.

5.4           We reserve the right in our absolute discretion to refuse to register any given prospective User if that User refuses to provide any details requested pursuant to these User Terms or we have reason to believe that any details that are provided are false or inaccurate.

5.5           Each User may have no more than one Account.

5.6           The App may only be downloaded, accessed and used on a device owned or controlled by you or your employer and running the relevant operating system for which the App was designed, so you must make sure you have a compatible device which meets all the necessary technical specifications to enable you to download, access and use the App.

6.              Users outside the United States

6.1       The Services are designed and intended for access and use within the United States and therefore the Perks and/or EAP Services available to Users within the United States may be unavailable to Users in locations outside the United States. You acknowledge and agree that:

(a)            the Services shall be provided in the English language only;

(b)            we give no warranty, representation or undertaking that any Users located outside the United States will be capable of accessing or using all of the Perks and/or EAP Services, or that the Services comply with any applicable law or regulation in the relevant location outside the United States;

(c)            we shall have no liability to you for any loss, damage, cost or expense suffered, incurred or paid by you as a result of any claim that the Perks and/or EAP Services do not perform or function in accordance with these User Terms in the relevant location outside the United States or that the Services do not comply with any applicable law or regulation in the relevant jurisdiction outside the United States and any such failure to perform and/or function shall not constitute a breach of these User Terms;

(d)            the Employer shall indemnify us for any loss, damage, cost or expense suffered, incurred or paid by us as a result of any claim made against us by User or any third party that the Services do not perform or function in accordance with these User Terms in the relevant location outside the United States or do not comply with any applicable law or regulation in the relevant jurisdiction outside the United States.

7.              Data protection and privacy

Use of your personal information submitted via the Website or App is governed by our Privacy Policy.

8.              Retailers

8.1           We may as part of the Services, provide (via the Website and/or App) links to the websites of Retailers (of products or services) selected by us. The number and identity of the Retailers may change from time to time, at our discretion. By following the relevant links, you may choose to purchase goods or services or obtain a Reason Code for redemption against purchases from the Retailers concerned. Any purchases that you make from a Retailer will be subject to their terms and conditions.

8.2           You acknowledge and agree that:

(a)            we shall not be responsible for any act or omission of a Retailer;

(b)            we do not endorse the goods or services made available by a Retailer and it is your responsibility to satisfy yourself as to the quality and suitability of such products or services, the specific terms of their sale and the reliability and creditworthiness of the Retailer;

(c)            any information appearing on the Website or the App in relation to a given Retailer is provided by the Retailer concerned and is the responsibility of the Retailer, not us;

(d)            if you choose to purchase goods or services or obtain a Reason Code for redemption against purchases from a Retailer:

(i)              that will be on the basis of a contract between you and the Retailer alone, on the terms agreed between you and the Retailer; and

(ii)            we shall not be a party to that contract and neither shall we be responsible in any way for the performance of that contract by the Retailer or for the quality or safety of any such goods or services sold by the Retailer;

(e)            the provision of any Cashback by us in relation to a given purchase from a Retailer shall be dependent on the Retailer paying us the applicable Refund (see clause 9.1). We shall not be responsible or liable to you for ensuring payment (or non-payment) of the relevant Refund by the Retailer to us (although this will not affect any express obligation of ours under these User Terms with regard to payment of Cashback to a given User to the extent that the applicable Refund has actually been paid to us in the form of cleared funds by or on behalf of the relevant Retailer in relation to the relevant purchase by an attributed User); and

(f)              in the event of a problem with any product or service purchased by you from a Retailer, all queries (except those relating to Cashback) should be directed to the Retailer concerned. Queries relating to Cashback should be directed to us.

9.              Cashback

9.1           When using the Website or the App, you will be able to see the amount of Cashback available for a particular transaction with a Retailer. The amount of Cashback available will vary from time to time and between deals. Cashback payable by us in relation to any given qualifying transaction entered into by you with a Retailer will represent a proportion of the amount paid to us by or on behalf of the relevant Retailer to represent the discount or refund available under the terms of the agreement between us and the Retailer, or its sub-contractors, in relation to the qualifying transaction concerned (each such amount being referred to as a “Refund”). We shall only be liable to pay Cashback as set out in these User Terms.

9.2           The minimum amount of Cashback that may be withdrawn by you is $5.00, and no withdrawal of Cashback may be made by you unless the amount of Cashback to which you have become entitled equals $5.00 or more.

9.3           We shall notify you of the amount of Cashback to which you become entitled (once the applicable Refunds have been received by us). Once you have been notified that you are entitled to Cashback, you may withdraw that Cashback by notifying us in accordance with these User Terms.

9.4           When registering your Account you must provide details of the PayPal account you wish to use to receive Cashback payments (your “Cashback Preference”).

9.5           Subject to the terms of this clause 9, you can request to withdraw any Cashback that is in your Account using your Cashback Preference at any time. If enabled on your Account, you may also choose to receive Cashback automatically. To facilitate this you must provide us with valid sort code and account numbers or PayPal details as applicable.

9.6           Your Cashback payments will be credited directly using your Cashback Preference on request or automatically, subject to these User Terms. It is your responsibility to ensure that your nominated account under your Cashback Preference is and shall remain entitled to receive such Cashback payments. You acknowledge that in the event that you provide incorrect details for your Cashback Preference, any payments to that nominated account cannot be reissued.

9.7           Cashback will only be available in relation to (i) certain purchases designated by the relevant Retailer where you complete the relevant purchase online by visiting the Retailer’s website directly via the relevant link from the Website or App, (ii) certain purchases of gift cards via the relevant link from the Website or App, or (iii) where otherwise expressly detailed against a particular deal on the Website or App.

9.8           No Cashback will be available or payable to you (and, if the applicable Refund is paid to us, shall be forfeited to use) where:

(a)            a purchase is made by any other means (including purchases made by phone or mail or by accessing the Retailer’s website other than by means of the relevant link from the Website or App);

(b)            the transaction is cancelled for any reason after it has been entered into, including circumstances in which the applicable goods are returned to the Retailer;

(c)            the purchase is made fraudulently and/or on behalf of, or for the benefit of, anyone other than the User; or

(d)            we and/or the Retailer have reasonable grounds to suspect that the purchase has been made fraudulently;

(e)            we, in our sole discretion, deem the Cashback to have been attributed to you in error;

(f)              your Account has been inactive for at least 12 months;

(g)            we discover that you do not, or have ceased to, satisfy the qualifying criteria set out in set out in clause 5.1; or

(h)            your Account has been de-activated and you have failed to claim the Cashback remaining in your Account within the time limit set out in clause 20.5.

9.9           In addition to the other Cashback terms set out in this clause 9, additional criteria apply to Cashback in relation to restaurant bookings. In order to be eligible for Cashback on restaurant bookings, you must:

(a)            make a reservation at the participating restaurant of your choice via the relevant link from the Website or App; and

(b)            attend the restaurant at the time and date of your reservation and pay for your meal.

In the event that you do not attend the restaurant in accordance with your reservation, your non-attendance will constitute a “no-show” and you will not be eligible for Cashback. The Retailer will usually notify us of a no-show within 90 days of the date of the no-show, but this is not guaranteed.      

9.10        We may provide functionality that allows you to link a particular credit card or debit card to your Account, and qualifying transactions with Retailers made using that card will attract Cashback for particular deals notified to you through the Website or App. It is your responsibility to ensure that only authorised individuals use a credit card or debit card linked to your Account.

9.11        You acknowledge and agree that:

(a)            the tracking of your entitlement to Cashback relies on third party systems used by the Retailer over which we have no control; and

(b)            your entitlement to Cashback may be affected (and, in some cases, prevented altogether) by certain settings or software products installed on your computer or mobile device which prevent the Retailer from tracking your actions, such as the blocking of cookies or the use of an anonymiser to access your Account and the Retailer’s website.

If a technical failure of the Retailer’s systems, or an incompatibility with the settings on your computer or mobile device, prevents the Retailer from tracking the action by means of which you intend to qualify for the relevant Cashback, then the Cashback may not be available from us and may not be allocated to you. If we receive from a Retailer a Refund that is not properly attributed to a qualifying transaction by an attributed User then the applicable Cashback will be forfeited to us.

9.12        All payment of Cashback to you by us is subject to our having received payment in cleared funds of the applicable Refund from the Retailer concerned. You acknowledge and agree that:

(a)            we shall not be responsible or liable to you for ensuring payment to us of any Refund by any Retailer;

(b)            where a Refund is due to be paid to us by a Retailer, it may (in normal circumstances) take up to 90 days before we receive payment of the Refund from the Retailer, but this will depend on the specific Retailer concerned and in practice the time it takes the Retailer to make payment of the Refund to us may exceed 90 days; and

(c)            we will not be obliged to pursue a Retailer for payment of any Refund, but may in our absolute discretion choose to do so (although we would not normally do so where 90 days has not passed since the qualifying action took place that gave rise to the Refund concerned).

9.13        If due to a technical, administrative, or other error, the Cashback balance in your Account exceeds the correct value, then you must inform us immediately. You are not permitted to withdraw Cashback that you are not eligible to receive.

9.14        In our sole discretion, and subject to which Services the Employer has subscribed to, we may offer Users enhanced Cashback.

9.15        Any enhanced Cashback shall be payable monthly in arrears and shall be available to withdraw from the User’s wallet once the Retailer has confirmed that the User’s payment is approved.

9.16        We reserve the right to forfeit back to us any enhanced Cashback made available in a User’s wallet, where the relevant transaction has been subject to a return and/or refund or we reasonably suspect fraudulent activity.

9.17        Unless expressly stated to the contrary in these User Terms, all terms that apply to Cashback shall also apply to enhanced Cashback.

9.18        We reserve the right to withdraw any offer of enhanced Cashback at our discretion, provided that this shall not affect a User’s right to any enhanced Cashback accumulated up to the date of such withdrawal.

10.           Spot Rewards

Terms applicable to Users

10.1        If your Employer has subscribed for Spot Rewards, you may from time to time be allocated a Spot Reward by your Employer. Spot Rewards may be issued in denominations ranging from $10 up to $500, or any other denomination which we may make available from time to time.

10.2        If you are allocated a Spot Reward by your Employer, we will notify you by email and/or push notification (if you have agreed to receive them). Once the Spot Reward has been allocated to your Account, you may redeem the Spot Reward by selecting one of the redemption options available on the Website and App (a “Redemption Option”).

10.3        Once you have redeemed your Spot Reward, we will send you the selected Redemption Option at the address you provided. Time for delivery will vary depending on the Redemption Option selected, but we will usually aim to deliver the Redemption Option within 14 days of the date of redemption.

10.4        The full value of a Spot Reward must redeemed against the same Redemption Option. You may not redeem part of the Spot Reward against more than one Redemption Option. For example, if you are allocated a Spot Reward in a denomination of $50, you must redeem the full value of that Spot Reward against the same Redemption Option.

10.5        We do not guarantee that the Redemption Options available from time to time on our Website or App will always be available and we reserve the right to substitute any Redemption Option offered on our Website or App at any time in, our sole discretion.

10.6        If after you have redeemed a Spot Reward, the Redemption Option you have selected becomes unavailable for any reason, we will notify you and you will be entitled to select a different Redemption Option. The substitution of a Redemption Option shall be your sole and exclusive remedy in these circumstances.

10.7        Once you have redeemed your Spot Reward, the redemption is final and you may not change your selection to a different Redemption Option.

10.8        Spot Rewards and Redemption Options are not transferable and may not be redeemed in the form of cash (except at our option in the circumstances described in clause 10.14(c) below).

10.9        Spot Rewards must be redeemed within 12 months of allocation to your Account. Any Spot Reward allocated to you and not redeemed within the period of 12 months will expire and the relevant funds be forfeited to us.

10.10     Redemption Options that comprise gift cards or experience vouchers are subject to the terms and conditions of the Retailer or other supplier or service provider against whose goods and services such gift cards and experience vouchers may be redeemed (the “Provider”). We have no control over, and have no liability to you whatsoever in respect of, third-party terms and conditions, and it is your sole responsibility to read and ensure you understand such third-party terms, particularly in relation to any expiry dates which may apply.

10.11     You acknowledge and agree that:

(a)            we shall not be responsible for any act, omission or default of a Provider;

(b)            we do not endorse the goods or services made available by a Provider and it is your responsibility to satisfy yourself as to the quality and suitability of such products or services, the specific terms of their sale, and the reliability and creditworthiness of the Provider;

(c)            any information appearing on the Website or App in relation to a given Provider that is provided by the Provider concerned is the responsibility of the Provider, not us;

(d)            if you use your Redemption Option to purchase goods or services from a Provider:

(i)              that will be on the basis of a contract between you and the Provider alone, on the terms agreed between you and the Provider;

(ii)            we shall not be a party to that contract and neither shall we be responsible in any way for the performance of that contract by the Provider or for the quality or safety of any such goods or services sold by the Provider; and

(iii)           in the event of a problem with any Redemption Option or product or service purchased by you from a Provider, you shall direct all queries to the Provider concerned.

10.12     If a Spot Reward is allocated to your Account as a result of our error, we reserve the right to revoke the Spot Reward at any time thereafter without prior notice to you and you will not be entitled to redeem the relevant Spot Reward. If we exercise our right to revoke the Spot Reward, we will notify you as soon as reasonably practicable to do so. If by the time of our notification you have already redeemed the Spot Reward, we will no longer be under any obligation to supply your selected Redemption Option. If we have already sent the Redemption Option to you, we may ask you to return it to us, in which event you shall return it to us at our cost within 30 days of the date of our written notice requiring you to do so.

10.13     If a Spot Reward is allocated to your Account in the incorrect denomination as a result of our error, we reserve the right to revoke that portion of the Spot Reward that exceeds the correct denomination allocated by your Employer (the “Excess”). If we exercise our right to revoke an Excess, we shall notify you as soon as reasonably practicable to do so. If by the time of our notification you have already redeemed the Spot Reward in the incorrect denomination, we shall no longer be under any obligation to supply your selected Redemption Option. In this event, we shall cancel the Redemption Option and reallocate the Spot Reward to you in the correct denomination with effect from that date. If we only discover our error after we have sent the Redemption Option to you, we may ask you to return it to us, in which event you shall return it to us at our cost within 30 days of the date of our written notice requiring you to do so. On receipt of the returned Redemption Option, we shall reallocate the Spot Reward to you in the correct denomination with effect from that date.

10.14     We shall be entitled in our sole and absolute discretion to suspend or discontinue the Spot Rewards service at any time for any reason. In this event, we shall:

(a)            give reasonable prior notice to you via the Website and/or App, or if circumstances are such that we may need to suspend or discontinue the Spot Rewards service with immediate effect, we shall give notice of such suspension or discontinuation as soon as reasonably practicable thereafter;

(b)            use our reasonable efforts to recommence the Spot Rewards service if in our sole and absolute discretion it is reasonably and commercially practicable for us to do so;

(c)            in the case of discontinuation, transfer any balance held in your Spot Rewards wallet to the bank account nominated by you to receive Cashback provided that where you have already selected a Redemption Option as at the date of discontinuation, we may at our option supply to you the selected Redemption Option in lieu of cash; and

(d)            the recommencement of the Spot Rewards service or, in the case of discontinuation, the payment to you under clause 10.14(c) shall be your sole and exclusive remedy in the event of the suspension or discontinuation of the Spot Rewards service.

Terms applicable to Employers

10.15     If you, as an Employer, have subscribed for Spot Rewards, your use of the Spot Rewards service shall at all times be subject to the Spot Rewards terms and conditions set out in your Agreement with us or in any other direct agreement you may have with us governing the use of Spot Rewards (excluding these User Terms). In these circumstances, the further provisions of this clause 10 shall not apply to you.

10.16     If you do not have an Agreement with us and receive our Services via a third-party platform, then you acknowledge and agree that the further provisions of this clause 10 shall at all times apply to your use of the Spot Rewards service.

10.17     You acknowledge and agree that for any User to be eligible to receive and redeem a Spot Reward, such User must satisfy the qualifying criteria set out in clause 5.1 and the receipt and redemption of a Spot Reward by the User shall at all times be subject to the User’s full compliance with the User Terms.

10.18     You shall be entitled to allocate Spot Rewards to a User only where you have transferred sufficient funds to us and such funds are showing as an available balance in your Spot Rewards wallet (the “Employer’s Wallet”).

10.19     To deposit funds into the Employer’s Wallet you shall first contact us to notify us of the details of the deposit and to obtain a unique transaction reference number. You shall then make a bank transfer to our nominated bank account giving as a reference the unique transaction reference number we give you. Once we receive the relevant funds, we shall allocate such funds to your Employer account, at which point the funds will show as an available balance in your Employer’s Wallet. We shall process the payment as soon as reasonably practicable but you acknowledge and accept that all deposits are subject to banking processes and timeframes which are outside our control.

10.20     All funds in your Employer’s Wallet shall be held by us on your behalf until such time as (i) your funds are exhausted as a result of your allocation of Spot Rewards or (ii) you withdraw the funds from your Employer’s Wallet in accordance with clause 10.24 or if clause 10.33 applies.

10.21     When you allocate a Spot Reward to a User, we shall transfer funds equivalent to the denomination of the Spot Reward from your Employer’s Wallet to the User’s Spot Rewards wallet (the “User’s Wallet”) and thereafter shall continue to hold such funds on behalf of the User until such time as the User redeems the Spot Reward or the Spot Reward expires or is otherwise revoked or forfeited in accordance with the further provisions of this clause 10.

10.22     To allocate a Spot Reward to a User, you must log in to your administrator account, select the Spot Rewards menu, select the relevant User, select the desired denomination and submit the order.

10.23     The allocation of a Spot Reward to a User cannot be cancelled once it has been submitted. We shall have no responsibility whatsoever for any loss suffered by you or any User resulting from the incorrect allocation of a Spot Reward except to the extent that such incorrect allocation arises directly from an error on our part, in which event our total liability shall be limited to a sum equivalent to the denomination of the Spot Reward, or that portion of it, incorrectly allocated. In these circumstances, clause 10.29 or clause 10.30 shall apply (as applicable) and your sole and exclusive remedy shall be, respectively, the reallocation of the relevant Spot Reward to the correct User or the return of the incorrectly allocated portion of the Spot Reward to your Employer’s Wallet

10.24     You may withdraw any unallocated funds from your Employer’s Wallet at any time by making a withdrawal request to us in writing. We shall transfer the relevant funds to the Employer bank account nominated by you at the time of the withdrawal request. We shall use reasonable efforts to complete the withdrawal within 14 days of the withdrawal request. All withdrawals shall be subject to an administration charge equivalent to the greater of $10 or 10% of the funds withdrawn and such administration charge shall be deducted from the value of the funds withdrawn. We reserve the right to require further evidence of the Employer’s authorisation of the withdrawal before processing the withdrawal.

10.25     We may in the future introduce functionality allowing you to make deposits and withdrawals directly through your Employer account, in which event you shall be entitled to make use of such functionality as an alternative to the processes described in clauses 10.19 and 10.24, provided that the provisions of this clause 10 (including without limitation the withdrawal fee referred to in clause 10.24) shall otherwise apply to deposits and withdrawals made using such functionality.

10.26     If the User fails to redeem a Spot Reward by selecting one of the Redemption Options within 12 months of the allocation of the Spot Reward, the User shall lose the right to redeem the Spot Reward and the relevant funds shall be forfeited to us. In this event, we shall have no further liability to you or the User in relation to the relevant Spot Reward.

10.27     Redemption Options that comprise gift cards or experience vouchers are subject to the terms and conditions of the Provider. We have no control over, and shall have no liability to you or the User whatsoever in respect of, third-party terms and conditions and it is the User’s sole responsibility to read and ensure that the User understands such third-party terms, particularly in relation to any expiry dates which may apply.

10.28     The Customer acknowledges and agrees that:

(a)            we shall not be responsible for any act, omission or default of a Provider;

(b)            we do not endorse the goods or services made available by a Provider and it is the User’s responsibility to satisfy itself as to the quality and suitability of such products or services, the specific terms of their sale and the reliability and creditworthiness of the Provider;

(c)            any information appearing on the Website or App in relation to a given Provider that is provided by the Provider concerned is the responsibility of the Provider, not us;

(d)            if the User uses the Redemption Option to purchase goods or services from a Provider:

(i)              that will be on the basis of a contract between the User and the Provider alone, on the terms agreed between the User and the Provider;

(ii)            we shall not be a party to that contract, nor shall we be responsible in any way for the performance of that contract by the Provider or the quality or safety of any such goods or services sold by the Provider; and

(iii)           in the event of a problem with any Redemption Option or product or service purchased by the User from a Provider using the Redemption Option, the User shall direct all queries to the Provider concerned.

10.29     If a Spot Reward is allocated to the incorrect User as a result of our error, we reserve the right to revoke the Spot Reward at any time thereafter without prior notice to you or the User concerned, and the User shall not be entitled to redeem the relevant Spot Reward. If we exercise our right to revoke the Spot Reward, we shall notify the User concerned as soon as reasonably practicable to do so. If by the time of our notification the User has already redeemed the Spot Reward, we shall no longer be under any obligation to supply the selected Redemption Option. If we have already sent the Redemption Option to the User, we may ask the User to return it to us, in which event the User shall return it to us at our cost within 30 days of the date of our written notice requiring the User to do so. In these circumstances, you shall use your reasonable efforts to procure the cooperation of the User.

10.30     If a Spot Reward is allocated to a User in the incorrect denomination as a result of our error, we reserve the right to revoke the Excess. If we exercise our right to revoke an Excess, we shall notify the User concerned as soon as reasonably practicable to do so. If by the time of our notification the User has already redeemed the Spot Reward in the incorrect denomination, we shall no longer be under any obligation to supply the selected Redemption Option. In this event, we shall cancel the Redemption Option and reallocate the Spot Reward to the User in the correct denomination with effect from that date. If we only discover our error after we have sent the Redemption Option to the User, we may ask the User to return it to us, in which event the User shall return it to us at our cost within 30 days of the date of our written notice requiring the User to do so. In these circumstances, you shall use your reasonable efforts to procure the cooperation of the User. On receipt of the returned Redemption Option, we shall reallocate the Spot Reward to the User in the correct denomination with effect from that date.

10.31     If a User ceases to satisfy the qualifying criteria set out in clause 5.1 or breaches any term of the User Terms, the User in question shall cease to be eligible to receive and redeem a Spot Reward. In this event, any Spot Reward allocated to a User but not yet redeemed by such User shall be forfeited to us and we shall have no further liability to you or the User in relation to the relevant Spot Reward.

10.32     If a User’s account is closed for any reason, the User shall have 90 days from the date of closure to redeem any Spot Reward in the User’s Wallet, failing which such Spot Reward shall be forfeited to us. In this event, we shall have no further liability to you or the User in relation to the relevant Spot Reward.

10.33     We shall be entitled in our sole and absolute discretion to suspend or discontinue the Spot Rewards service at any time for any reason. In this event, we shall:

(a)            give reasonable prior notice to you and your Users via the Website and/or App, provided that you acknowledge and accept that circumstances may be such that we may need to suspend or discontinue the Spot Rewards service with immediate effect, in which event we shall give notice of such suspension or discontinuation as soon as reasonably practicable thereafter;

(b)            use our reasonable efforts to recommence the Spot Rewards service if in our sole and absolute discretion it is reasonably and commercially practicable for us to do so;

(c)            in the case of discontinuation, transfer any balance held in your Employer’s Wallet to an Employer bank account nominated by you, and shall use our reasonable efforts to complete such transfer within 14 days of our receipt of your nomination (provided that we reserve the right to require further evidence of the Employer’s authorisation of the withdrawal before processing the withdrawal);

(d)            in the case of discontinuation, transfer any balance held in the User’s Wallet to a bank account nominated by the User in writing provided that where a User has already selected a Redemption Option as at the date of discontinuation, we may at our option supply to the User the selected Redemption Option in lieu of cash; and

(e)            the recommencement of the Spot Rewards service or, in the case of discontinuation, the payment to you under clause 10.33(c) and to the User under clause 10.33(d) shall be your and the User’s sole and exclusive remedies, respectively, in the event of the suspension or discontinuation of the Spot Rewards service.

11.           Recognition

11.1        We also allow you to recognise the contributions of fellow Users and colleagues through the Website and App. This feature allows Users to comment on the input of people with whom they work. The information is aggregated once a month to create a league table showing those users who have been most recognised for their contributions. All content submitted using this feature must be submitted in accordance with our posting content rules set forth below.

11.2        You are under no obligation to share this information in relation to the Services detailed in this clause 11. Please see our Privacy Policy for further information on how we use information collected from you.

12.           EAP and Wellness

12.1        The information contained on the Website and App is presented for the purpose of educating Users; Lifeworks makes no warranties as to the accuracy or completeness of the information and assumes no liability for errors or omission in the content. The information on Website and App should not be relied on to suggest an authoritative course of action for an individual with legal, financial, educational, medical, or mental health concerns or replace a consultation with a qualified expert in the field, such as an attorney, accountant, teacher, physician, health care provider, or therapist.  

12.2        If you are experiencing a crisis such as a medical emergency, suicidal intent, a danger to yourself or others, are in an abusive relationship, or are concerned about child or elder abuse, please contact the appropriate authorities promptly. 

12.3        The Website and App may provide links to other websites for educational purposes only. Users are encouraged to exercise discretion when accessing links to other websites through the Website and/or App. LifeWorks makes no representations concerning any effort to review all of the content of these external websites and is not responsible for the quality of information on any of the external websites or any link contained in the external websites. These links may lead unintentionally to sites containing information that some people may find inappropriate or offensive. It may also lead to sites that contain inaccurate information, false or misleading advertising, or information that violates copyright, libel, or defamation laws. The services, products, and resources available from these websites are not endorsed in any way by LifeWorks, nor does LifeWorks endorse any of the sponsors or advertisers on these sites. 

13.           What you are not allowed to do

13.1        The Services are provided solely for non-commercial and personal use by you. You may not:

(a)            make purchases using your Account on behalf of, or for the benefit of, any other person.

(b)            redistribute or resell the Services to any other person;

(c)            copy, resell or resupply, reverse engineer, de-compile or create derivative works based on the whole or any part of any software (including our App) that you may be given access to in the course of receiving the Services;

(d)            use the Website, App and/or Services in any way that may damage our name or reputation or that of any of our affiliates;

(e)            violate any applicable law or regulation through your use of the Services;

(f)              republish, redistribute or re-transmit the App;

(g)            copy or store the App other than for your own non-commercial, personal use and as may occur incidentally in the normal course of use of your browser or mobile device;

(h)            store the App on a server or other storage device connected to a network or create a database by systematically downloading and storing any data from the App;

(i)              remove or change any content of the App or attempt to circumvent security or interfere with the proper working of the App or any servers on which it is hosted; or

(j)              otherwise do anything not expressly permitted by these User Terms.

14.           Posting content

14.1        You accept sole responsibility for:

(a)            all content posted from your Account (whether by you or others) through the Website or App; and

(b)            all your activity when using the Services;

            and you agree to compensate us fully for any loss, damage or expense suffered or incurred by us as a result of any claim arising from or in relation to any such content or activity.

 

14.2        Subject to any applicable law to the contrary, if you choose to upload content via the Website or App then you must:

(a)            keep any postings relevant to the purpose of the forum;

(b)            not submit any content that is unlawful, threatening, abusive, libellous, pornographic, obscene, vulgar, indecent, offensive, or which infringes the intellectual property rights or other rights of any third party;

(c)            not submit any content that contains any viruses and/or other code that has contaminating or destructive elements;

(d)            not submit any content containing any form of advertising; and

(e)            not impersonate, or misrepresent an affiliation with, any person or entity.

14.3        You acknowledge and agree that:

(a)            we do not monitor or moderate any content posted by Users;

(b)            we do not monitor your use of the Services; and

(c)            we shall not be liable for, or in relation to, any such content or use (including any inappropriate, false or misleading content posted by you or other Users of the Services).

14.4        Employers shall at all times remain primarily responsible for any moderation and/or monitoring of any content posted by Users. However, we reserve the right, in our sole discretion, to delete any content posted by Users.

14.5        Complaints about the content of any posting must be sent to support@lifeworks.com and must contain details of the specific posting giving rise to the complaint.

15.           Newsletter

We may occasionally send a newsletter to you using your email address containing details of offers from Retailers. You will be given the option to opt out of receiving these newsletters.

16.           External links

16.1        The Website and/or App may include links to the websites of Retailers or other third parties. We are not responsible for:

(a)            the operation or content of these other websites;

(b)            any act or omission of the Retailers or other third parties concerned; or

(c)            anything provided (or not provided) by the Retailers or other third parties concerned.

We do not give or enter into any condition, warranty or other terms to the effect that the websites of Retailers or other third parties are or will be available or operational at any given time or to any given extent or standard.

17.           Availability and operation of the Services, Website and App

17.1        We will use our reasonable efforts to ensure the Services, Website and App are available for use by you for as much of the time as is reasonably possible, but we do not give or enter into any condition, warranty, or other term to the effect that the Services, Website or App are or will be:

(a)            available all of the time, continuous and uninterrupted;

(b)            free from defects, viruses or other destructive elements; or

(c)            in compliance with any particular standards.

You acknowledge and agree that the Services, Website and/or App may be unavailable from time to time due to scheduled maintenance, upgrades, security, legal or business reasons, and/or reasons outside our control (such as failures of internet access).

17.2        It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of the Website, App and their contents.

18.           Intellectual property rights

18.1        All intellectual property rights in or relating to the Services, Website and App (including text, graphics, software, photographs and other images, videos, sound, trade marks and logos) are owned by us or our licensors. You are given a non-exclusive licence to use the intellectual property rights concerned only to the extent necessary to enable you to receive the Services and to use the Website and App in accordance with these User Terms. You acknowledge and agree that you do not acquire any ownership of, or other rights in relation to, any such intellectual property rights by virtue of receiving the Services or by using the Website and/or App.

18.2        The Website and/or App may contain code, commonly referred to as open source software, which is distributed under any of the many known variations of open source licence terms, including terms which allow the free distribution and modification of the relevant software’s source code and/or which require all distributors to make such source code freely available upon request, including any contributions or modifications made by such distributor (collectively, “Open Source Software”). Please note that, to the extent that the Website and/or App contains any Open Source Software, that element only is licensed to you under the relevant license terms of the applicable third party licensor (the “Open Source Licence Terms”) and not under these terms, and you accept and agree to be bound by such Open Source Licence Terms. A copy of the source code for any Open Source Software contained in the Website and/or App and the relevant Open Source Licence Terms will be made available to you upon request.

19.           You agree that, by submitting any content (not including health and contact information) via the Website or App, you grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or part) and/or to incorporate it in other works in any form, media or technology, and you waive any moral rights you may have in, or to be identified as the author, of such content. You also grant other Users a non-exclusive licence to view such content.  

20.           Our liability

20.1        Except as expressly set out in these User Terms, we make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Website and/or App, and to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded. To the fullest extent permitted by law, we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else relying on the content of the Website and/or App.

20.2        Nothing in these User Terms shall exclude or limit our liability to you:

(a)            for fraud or fraudulent misrepresentation; or

(b)            for any liability that may not, under governing law, be excluded or limited.

20.3        We shall not be liable to you (whether such liability arises as a result of breach of contract, negligence, misrepresentation or for any other reason) for any loss or damage which arises as a result of:

(a)            any act or omission of any Retailer, User, Employer, or other third party;

(b)            any failure in the tracking or provision of Cashback by or on behalf of any Retailer; or

(c)            any circumstance which we cannot reasonably be expected to control.

20.4        You are solely responsible for protecting your login details and password and we will not be held liable for any loss or damage that may result from your failure to do so.

20.5        We shall not be liable to you (whether such liability arises as a result of breach of contract, negligence, misrepresentation or for any other reason) for any business losses and any liability we do have for losses you suffer is strictly limited to losses which were reasonably foreseeable.

20.6        We shall not be liable to you or to any Employer for any loss, damage, liability, cost, claim or expense that you or any Employer suffers, incurs or pays as a result of the suspension or termination by us of your access to and use of the Services in the circumstances set out in clause 21.    

20.7        We shall not be liable to you or to any Employer for any tax liabilities that you or any Employer incur as a result of the Services and Employers and Users are solely responsible for understanding and paying their own tax liabilities associated with or resulting from the Services.    

21.           Closing your Account

21.1        If you wish to close your Account please contact your Employer who can arrange for this.

21.2        The Employer shall be primarily responsible for deactivating a User’s Account should the User no longer wish to use the Services or cease to satisfy the qualifying criteria set out in clause 5.1. A User’s Account can be deactivated by the Employer’s administrator in the “Manage User” section on the admin panel of the Website. This does not affect our right to deactivate User Accounts as set out elsewhere in these User Terms.

21.3        We, or your Employer (as applicable), may close your Account if:

(a)            you are in breach of these User Terms;

(b)            you cease to be an employee of or retained by your Employer or we reasonably believe that to be the case;

(c)            your Employer ceases to pay for the Services;

(d)            your Employer is in breach or other default of its contract with us or with any third-party reseller of our Services such as to justify termination of that contract;

(e)            any third-party reseller of our Services via whom we provide our Services to you is in breach or other default of its contract with us such as to justify our termination of that contract; or

(f)              for any other reason at our absolute discretion.

21.4        We provide our Services to Users and Employers either under our Agreement with the relevant Employer or under a contract between us and a third-party reseller of our Services who in turn has a contract with the relevant Employer. We may suspend or terminate (at our option) your access to and use of the Services in certain circumstances where your Employer or the relevant third-party reseller of the Services is in breach of their contract with us.

21.5        Your Account and all of its content will be deleted 90 days from the date of its closure. Please ensure that any Cashback in your Account is remitted using your Cashback Preference and any Spot Reward is redeemed before you close your Account. If your Account is closed for any reason, you will have 90 days from the date of its closure to claim any Cashback and redeem any Spot Reward in your Account. Any Cashback that is not claimed and any Spot Reward that is not redeemed within this period, will be forfeited to us. Clause 9.2 does not apply in the event of Account closure and in these circumstances you are free to withdraw any remaining Cashback then in your Account.

22.           General

22.1        You may not sub-license, transfer, or assign any of the rights or obligations under these User Terms.

22.2        We may sub-contract the performance of any of our obligations to you. We may assign any of our rights or obligations to you to someone else.

22.3        These User Terms, which include any other terms expressly referred to in them, represent the entire agreement between you and us in relation to this subject matter.

22.4        All notices given by you to us or vice-versa must be given by email or in writing to the address set out in clause 21. We may give notice to you at either the email or postal address you provide to us when placing an order.

22.5        If we fail to enforce, or delay in enforcing, any of our rights under these User Terms, that does not result in a waiver of the rights concerned.

22.6        If any provision of these User Terms is found to be unenforceable, it shall not affect the enforceability of any other provisions they contain.

22.7        These User Terms and our other terms incorporated by reference shall be governed by the laws of Minnesota and all applicable federal laws. Minnesota Courts or the Federal District Courts sitting in Minnesota shall have exclusive jurisdiction to settle any disputes which may arise.

23.           Contacting us

Please submit any questions you have about these User Terms or any problems concerning the Website or App and their use to us by the following means:

(a)            via the Website;

(b)            via email at support@lifeworks.com;

(c)            via mail to the address set forth in clause 1.

Last updated on: May 27, 2016
Glossary of defined terms used in these User Terms

Account

The account of a User.

 

Agreement

An agreement between us and an Employer (excluding these User Terms) under which LifeWorks makes the Services available to the Employer directly through its own platform rather than indirectly via the platform of a third-party reseller.

 

App

Our application available for download from third party App Stores or as a mobile web application on the Website.

 

Cashback

Defined in clause 4.1(e).

 

Cashback Preference

Defined in clause 9.4.

 

EAP Services

The EAP and wellness services offered by LifeWorks and enabled by your Employer.

Employer

Your employer (or entity which has retained you in some other capacity as may be applicable) who has subscribed for the Services under our Agreement or via a third-party reseller of the Services.

 

Employer’s Wallet

Defined in clause 10.18.

 

Open Source Software

Defined in clause 18.2.

 

Open Source Licence Terms

Defined in clause 18.2.

 

Perks

The Cashback, discounts, and other perks services offered by LifeWorks and enabled by your Employer.

Privacy Policy

The Privacy Policy posted on the Website and/or App, as updated from time to time.

Provider

Defined in clause 10.10.

 

Reason Code

A barcode, QR code or other form of code such as a string of characters for the purposes of obtaining a discount for a purchase from a Retailer.

 

Redemption Option

Defined in clause 10.2.

 

Refund

Defined in clause 9.1.

 

Retailer

A retailer or service provider (including a restaurant or cinema) selected by us, and where access to the website of the retailer or service provider is provided via a link on our Website.

 

Services

Defined in clause 4.1

 

Spot Reward

Defined in clause 4.1(c).

User Terms

These terms (together with any other terms incorporated into them by reference).

 

User, you or your

A user who registers an Account to use the Services provided by us upon these User Terms.

 

User’s Wallet

Defined in clause 10.21.

 

We, us or our

 

Defined in clause 1.

Website

Our website www.lifeworks.com (and all subdomains).

 

 

Notice of Terms from Third Party Providers:

 

Please review and familiarize yourself with the following terms from third party service providers.

 

Apple

 

If any App that you download, access and/or use runs on Apple’s iOS operating system:

 

  • that App may only be accessed and used on a device owned or controlled by you or your employer and using Apple’s iOS operating system, and only in accordance with Apple’s usage rules published in its App Store terms of service;

 

  • you acknowledge and agree that:
    • Apple has no obligation at all to provide any support or maintenance services in relation to that App. If you have any maintenance or support questions in relation to that App, please contact us, not Apple, using the Contacting Us details set forth above;
    • Except as otherwise expressly set out in these terms, any claims relating to the possession or use of that App are between you and us (and not between you, or anyone else, and Apple);
    • In the event of a claim by a third party that your possession or use (in accordance with these terms) of that App infringes any intellectual property rights, Apple will not be responsible or liable to you in relation to that claim; and
    • Although these terms are entered into between you and us (and not Apple), Apple, as a third party beneficiary under these terms, will have the right to enforce these terms against you;

 

  • you represent and warrant that:
    • You are not, and will not be, located in any country that is the subject of a United States Government embargo or that has been designated by the United States Government as a “terrorist supporting” country; and
    • You are not listed on any United States Government list of prohibited or restricted parties; and

 

  • if that App does not conform to any warranty applying to it, you may notify Apple, which will then refund the purchase price of that App (if any) to you. Subject to that, and to the maximum extent permitted by law, Apple does not give or enter into any warranty, condition or other term in relation to that App and will not be liable to you for any claims, losses, costs or expenses of whatever nature in relation to that App or as a result of you or anyone else using that App or relying on any of its content.
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