Downtown CR Dollars Terms and Conditions
between Cedar Rapids Metro Economic Alliance, an Iowa non-profit corporation
(“we” or “CRMEA”), and you (the “user” or “you”), and this Agreement governs
your use of the Downtown CR Dollars mobile applications and websites (the “App”),
and other services offered by CRMEA (collectively, the “Services”), and sets
forth the legally binding terms and conditions for your use of the Services.
1. The Services. The Services include the Service that allows
users to earn gift cards redeemable at participating businesses, under the
terms and conditions of this Agreement.
When you make purchases at participating businesses, you may submit receipt for approval using the form at www.cedarrapids.org/downtowncrdollars.
Upon approval of the purchase by CRMEA, you
will receive credit that can be accumulated towards $150 at which point a gift card will be issued and mailed to you towards subsequent purchases at any participating business. A list of
participating businesses is found at www.cedarrapids.org/downtowncrdollars.
Downtown CR Dollars gift cards have no cash value, cannot be redeemed for cash, and
can only be redeemed toward a purchase at participating
When you create an account, you will be required to
provide your name and email address and create username and password.
You are responsible for maintaining the
confidentiality of your account and password and for restricting access to your
computer, and you agree to accept responsibility for all activities that occur
under your account or password. You may not assign or otherwise transfer your
account to any other person or entity. You acknowledge that CRMEA is not
responsible for third party access to your account that results from theft or
misappropriation of your account.
and its associates reserve the right to refuse or cancel Service, terminate
accounts, or remove or edit content in our sole discretion.
to the Service
. Subject to the terms and
conditions of this Agreement, CRMEA hereby grants you a non-exclusive,
non-transferable subscription to the Service during the Subscription Term,
which begins when you create an account and ends when terminated as provided
for in this Agreement.
You can cancel
your subscription and this Agreement at any time by contacting the CRMEA.
We may terminate
this Agreement without cause at any time which termination will be effective
immediately upon notice.
CRMEA will have
no other liabilities for exercising its right to terminate this Agreement.
Intellectual Property. You agree that CRMEA owns all
intellectual property rights in the Service.
Except as expressly stated herein, this Agreement does not grant you any
rights to, or in, patents, copyrights, database rights, trade secrets, trade
names, trademarks (whether registered or unregistered), or any other rights or
licenses with respect to the Service.
You further agree that you will not: (a) attempt to copy,
modify, duplicate, create derivative works from, frame, mirror, republish,
download, display, transmit, or distribute all or any portion of the App or the
Service in any form or media or by any means; (b) attempt to reverse compile,
disassemble, reverse engineer or otherwise reduce to human-perceivable form all
or any part of the App or the Service; (c) access all or any part of the App or
the Service in order to build a product, site, or service which competes with the
Service; or (d) use the Service to provide services to third parties without
prior written consent.
4.Termination.This Agreement can be
terminated at any time. On cancellation or
termination of this Agreement for any reason: (i) your subscription to the
Service, as well as all permissions, subscriptions, and licenses granted to you
by CRMEA under this Agreement will immediately terminate, and you will make no
further use of the Service; (ii) any credits or Downtown CR Dollars are immediately
forfeit; and (iii) CRMEA’s accrued rights to payment, as well as Sections 3-12 will
survive termination or cancellation of this Agreement, however arising.
5.Representations and Warranties. You represent and warrant to CRMEA that: (i) you have the right to
enter into this Agreement; (ii) you have all rights, licenses, and consents
required to use the Services under this Agreement, and further represent and
warrant that your use of the Services do not and will not violate any
applicable law or regulation; (iii) you will not use the App for any purpose
is unlawful or prohibited by this Agreement; and
(iv) you will not attempt to sell or trade any Downtown CR Dollars for anything
of value except as a coupon toward purchases with participating businesses.
6.Disclaimer of Warranties. CRMEA does
not and cannot warrant that Services will meet your expectations.
CRMEA does not and cannot warrant that the
will operate without errors, or that
the Service will be available and operational at all times or that you will
always have access to the Service. We do not warrant that our Services or the
Internet or cellular or other communications networks will be available on a
specified date or time or have the capacity to meet your demands during
specific hours. CRMEA will not be liable for any damage, loss, or cost that you
may suffer arising out of use of, or inability to, use the Service, even if the
CRMEA had notice of the possibility of such damage, loss, or cost, regardless
of whether such damage or event occurs as a result of the CRMEA’s negligence.
THE SERVICE IS PROVIDED “AS IS” WITH “ALL FAULTS.”EXCEPT AS PROVIDED IN THIS AGREEMENT, CRMEA
EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL EITHER PARTY OR ANY OF THEIR
DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY OR ANYONE
ELSE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR
EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF
BUSINESS) RESULTING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT,
WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF EITHER
PARTY OR ANY OTHER PARTY OR OTHERWISE, EVEN IF THE PARTY IS ADVISED BEFOREHAND
OF THE POSSIBILITY OF SUCH DAMAGES.
. In no event
will CRMEA’s liability for the performance or non-performance of its
obligations under this Agreement exceed $1.00.
The foregoing is intended as a complete allocation of the risks between CRMEA
Because the bargain struck and
the price paid reflect such allocation this limitation upon remedies will not
have failed of its essential purpose.
You agree to indemnify and hold harmless CRMEA, its officers, directors,
employees and agents from and against any claim, liability, damage, assessment,
or expense (including expenses of investigation and defense, and reasonable
attorney fees and expenses) of any nature whatsoever sustained, suffered or
incurred for or on account of, or arising from or in connection with, any breach
by you of any representation, warranty or covenant set forth in this Agreement,
or resulting from any act or omission by you.
CRMEA may deliver notice to you under this Agreement by electronic mail
or notices through the Service.
Notices to CRMEA
must be in writing and will be deemed given when (a) delivered personally, or (b)
sent to address below, in which case notice is deemed given upon receipt:
Cedar Rapids Metro Economic
Attn: Operations Director
First St. SE
Rapids, IA 52401
10.Assignment. CRMEA may at any time assign,
transfer, charge, sub-contract or deal in any other manner with all or any of
its rights or obligations under this Agreement.
You will not, without the prior written consent of CRMEA, assign,
transfer, charge, delegate, sub-contract or deal in any other manner with all
or any of your rights or obligations under this Agreement.
11.No Partnership or Agency. Nothing contained in
this Agreement will be construed to place CRMEA and you in a relationship as
partners, joint venturers, or principal and agent, respectively.
This Agreement comprises the entire agreement between you and CRMEA with
respect to your use of the Service and supersede all prior agreements
between the parties regarding the subject matter contained herein.
Each party will have no liability
to the other party under this Agreement if it is prevented from or delayed in
performing its obligations under this Agreement, or from carrying on its
business, by acts, events, omissions or accidents beyond its reasonable
control, including, without limitation, strikes, lock-outs or other industrial
disputes (whether involving the workforce of the parties or any other party),
failure of a utility service or transport or telecommunications network, act of
God, war, riot, civil commotion, malicious damage, change in any law or
governmental order, rule, regulation or direction that impacts the Services, or
any accident, breakdown of machines, fire, flood, storm or default of
suppliers, sub-contractors, or service providers.
This Agreement shall be governed
and construed in accordance with the laws of the State of Iowa, without regard
to its conflicts of law principles. You agree to promptly and voluntarily
submit to the exclusive jurisdiction of the Iowa state courts located in Cedar
Rapids, Iowa or the United States District Court for the Northern District of
Iowa located in Cedar Rapids, Iowa, with respect to any legal proceedings
arising out of this Agreement, waiving all defenses with respect to
jurisdiction, forum and venue.
by you relating to this Agreement must be brought within one year of the date
on which the claim arises.
In the event
that any provision of this Agreement becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision.
The parties agree that money
damages may not be a sufficient remedy for breach of this Agreement, and the
parties shall be entitled to equitable relief for any such breach, without the
necessity of posting any bonds, in addition to any other remedies available to
it at law or in equity. No waiver or amendment of any term in this Agreement
shall be binding on the parties unless made in a writing expressly stating that
it is such a waiver or amendment and signed by an authorized representative of