Estate Card Rewards Program Membership Agreement
Effective Date: This The Estate Card Rewards Program Membership Agreement was last updated on June 1, 2018.
This Estate Card Rewards Program Membership Agreement (the “Membership Agreement”) will govern your participation in the Estate Card Rewards Program including your use of the RidgeWoodEstateCard.com website. The Estate Card Rewards Program, including the website RidgeWoodEstateCard.com, is owned and offered by Municipal Cards LLC, its successors and assigns, (“Estate”) in connection with your enrollment and acceptance of the card known as the “Estate Prepaid MasterCard” issued by Sutton Bank (the “Card Issuer”). The online rewards portion of the Estate Card Rewards Program is owned and operated by a third party vendor, Very Important Relationships, Inc., a Nevada Corporation (“VIR”). This Membership Agreement is by and between you (“You” or “Your”), Estate and VIR (collectively “COMPANY”). If You have registered for or on behalf of an entity, you are deemed to have accepted this Agreement on behalf of that entity.
Please read this Agreement, and then check the box on the registration form stating that you have read and agree to the terms of this Membership Agreement. To print a copy of the Membership Agreement, please use your browser's print command.
COMPANY only receives bonus rebates from participating Merchants when you make actual purchases either with Your Estate Card or through the RidgeWoodEstateCard.com website. These rebates are sent to COMPANY through agreements with each participating Merchant. Rebates are accrued and paid towards Your selected property Tax liability or when unable, credited to your Estate Card account, on or around the date displayed on the My Account page and as provided in this Agreement. COMPANY will make commercially reasonable efforts to ensure that participating Merchants timely pay such rebates. Upon Your acceptance of this Membership Agreement, You hereby agree that You will only be entitled to Tax Rebates that were actually received by COMPANY.
This "Agreement" refers to, individually and collectively depending upon the context, this Membership Agreement.
In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1. Defined Terms. The following terms have the meanings indicated:
“Active Account” means a current Estate Card Account and registration on RidgeWoodEstateCard.com. For your account to be considered an Active Account, you must have an active Estate Card Account, plus have shopped via RidgeWoodEstateCard.com or have accrued Tax Rebates at any time within the last twelve (12) months.
“Card Issuer” means the bank that issued You the Estate Card and is responsible for holding your funds deposited to Your Estate Card.
“Tax Rebates” means revenue paid to You or on Your behalf towards an assigned property tax account based on purchases of products or services acquired using your Estate Card where such purchase is processed as a credit transaction (signature transaction where no pin is required). The amount of any such Tax Rebate will always be 0.25% of a transaction or the amount reflected for each Merchant on the RidgeWoodEstateCard.com site. Rights and interest in Tax Rebates only exist by You upon payment to You or on Your behalf to your selected property tax account.
"Content" means information, data, text, documents, software, music, sound, photographs, graphics and video.
An "end user" means you.
The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."
"Intellectual Property Rights" means technology, templates, designs, Sites, methodologies, processes, names, strategies, marks, logos, Content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright and other intellectual property and proprietary rights therein and thereto.
A "link" means any software, software code, programming or other technology or method (or any combination of the foregoing) that (i) creates a hyperlink between two Sites, or (ii) otherwise causes a Web access device to display to its user a "banner," "button," text-mention, word, phrase, logo or other textual or graphical material that, when activated by a person, results in a Site being served to such person or such person being able to electronically access, receive or obtain Content, products, services or other offerings from the linked Site.
Membership means Your use and membership in the Estate Card Rewards Program.
"Merchant" means either a participating in-store merchant or a participating online merchant listed as such on the RidgeWoodEstateCard.com website.
A "person" is to be broadly construed and includes any natural person or entity.
“RidgeWoodEstateCard.com” means any domain owned by Estate utilizing the Estate Card Rewards Program.
"Web" or "Internet" or "online" means the global computer network currently referred to as the Internet, including the World Wide Web, and any and all successor networks, irrespective of what wired, wireless or otherwise connected device, platform or technology is used to access it.
"Qualified Purchase" means any eligible transaction being processed at the point of sale as a credit transaction and not as a debit transaction (signature transaction where no pin is required) where the transaction was not subsequently reversed for any reason.
"Qualified Bonus Purchase" means any Merchant transaction tracked by the COMPANY system on which COMPANY actually received Tax Rebates in verified and available funds. If COMPANY didn’t receive any revenues or if the Merchant fails to pay Tax Rebates for any reason whatsoever, then such Merchant transaction shall not be a Qualified Purchase.
"Related Parties" means an entity’s corporate affiliates and its and their contractors, licensors, licensees and suppliers.
"Site" means, as the context requires, either (a) one or more Web pages, database, computer files, emails, scripts, software or other application, or other destination, together with supporting files and programming, that are on, provided, or accessible through the Web or works on or in relation to the Web, or (b) a person owning or operating any such Site, or (c) both. A person that owns or operates a Site may have offline businesses which would not preclude it from being a Site for the purposes of this Agreement.
2. Account Registration
2.1. Registration. To use (or continue to use) the Estate Cards Reward Program as a Member, You must provide COMPANY with truthful, accurate and complete registration information. If any such information changes, You must immediately update Your registration information.
2.2. Verification. COMPANY, for tax purposes, has the right, but shall not be obligated, to confirm or otherwise verify or check, in its sole determination, the truth and accuracy of any registration information at any time.
Please be advised that if any information is determined in good faith by COMPANY to be inaccurate or untruthful, COMPANY may restrict, deny or terminate (i) Your Estate Card Rewards Program account on RidgeWoodEstateCard.com, (ii) Your access and use of, and/or any benefits derived from Your participation in The Estate Card Rewards Program, including withholding payment of any Tax Rebates and/or other fees that may be or become due or payable to You pursuant to the terms of this Agreement.
2.3. Participation. To be a Member of the Estate Card Rewards Program, You must be an individual who is at least 18 years old or a legal existing entity in good standing, and must provide at Your expense your own computer equipment and Internet access.
2.4. Use of the Estate Card Rewards Program. You may use the Estate Card Rewards Program only for business, personal, household or family purposes.
3. Grant of Membership to You
3.1. Your Use of the Membership. Upon the issuance of your Estate Card and your creation of your account on RidgeWoodEstateCard.com, COMPANY grants You a personal, non-exclusive, non-transferable, non-sublicenseable, revocable and limited license and right, subject to the terms of this Agreement, to Participate in the Estate Card Rewards Program and use RidgeWoodEstateCard.com.
3.2. Use of the Estate Card Name. This Agreement does not grant to You any license or right to use COMPANY name or any of its respective logos or trade or service names or marks. You agree that You shall not disparage COMPANY or any other participants in the Estate Card Rewards Program.
3.4 Duration of Membership Rights; Reservation. The above Membership with respect to the Estate Card Rewards Program is valid only while You remain a Member in good standing and comply with this Agreement. COMPANY may revoke any such Membership at any time by giving You notice by e-mail or in writing. COMPANY reserves all rights that are not specifically granted to You by this Agreement.
3.5 Representations and Warranties. You represent, warrant and covenant as follows:
- Any and all information You provided as part of the registration process or otherwise shall be truthful, accurate and complete, irrespective of any independent verification or other determination made by COMPANY; and
- This Agreement has been duly and validly authorized, accepted, executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.
4. Use of RidgeWoodEstateCard.com.
4.1. Use of Qualifying Links. Each Qualified Bonus Purchase made by You through RidgeWoodEstateCard.com must include, in unaltered form, the special "tagged" link codes and/or other transaction tracking codes in the manner and format made available on the RidgeWoodEstateCard.com. If your online purchase with a participating Merchant does not include the transaction tracking code for any reason, then you will not receive a Tax Rebate for such purchase.
4.2. No Modification. etc. of Qualifying Links. You will not modify, circumvent, impair, disable or otherwise interfere with any tracking codes and/or other technology and/or methodology required or made available by COMPANY or any Merchant to be used in connection with such qualifying link so that it may be properly tracked by COMPANY. Doing so will immediately forfeit any Tax Rebates due on that transaction. These links are necessary so that we can know who you are and how to pay you your Tax Rebates.
4.3. COMPANY as Neutral Hosts. A Merchant’s participation in the Estate Card Rewards Program is not an endorsement by COMPANY of any such Merchant or its affiliate. COMPANY operates the Estate Card Rewards Program and/or provides Memberships as a neutral host, and COMPANY does not regularly or proactively monitor, regulate or police the usage thereof by any of its Members. COMPANY is not responsible or liable for the acts, omissions, agreements or promises of or by any Merchant, Member or other Site using COMPANY offerings to enter into any arrangement or otherwise work with any other person or entity. Members and Merchants are independent parties and neither COMPANY has any responsibility or liability for the acts, omissions, promotions, Content or qualifying links or other links of any Merchant, Member or other third party, including breaches of engagements by Merchants, or for screening or policing the Sites.
5. Payment of Tax Rebates
5.1. Merchant Responsible for Payment. You acknowledge that Your entitlement to any Tax Rebate with respect to any tracked activity through the Estate Card Rewards Program is solely dependent on COMPANY receiving a payment on said transaction from the responsible Merchant. COMPANY is not liable or responsible for collection or payment of these rebates from any Merchant. COMPANY is merely performing the function of tracking Tax Rebates based on rebates it receives from the Merchants based on your
Qualified Bonus Purchases.
The following are some reasons why a purchase may not become Qualified Bonus Purchases:
- If there is an intervening outclick between the RidgeWoodEstateCard.com click and visiting the Merchant site, any purchase made at the Merchant’s store during that session will not be a Qualified Bonus Purchase. A Qualified Bonus Purchase must be made in the session immediately following the click through to the Merchant’s store, within the period during which the Merchant store will track the purchase back to RidgeWoodEstateCard.com, which may be as little as one hour. (This is referred to as “cookie duration.”)
- Merchants may have a policy against reselling their products and/or service. If a Merchant reverses or refuses to pay credit to RidgeWoodEstateCard.com because the Merchant deems the purchase to be reseller activity, the purchase ceases to be a Qualified Bonus Purchase.
- Use of a coupon that is not affiliated with the Estate Card Rewards Program or one that is not specifically designated as being eligible for Tax Rebates may prevent a transaction from being a Qualified Bonus Purchase. For example, if a Member uses a coupon received directly from a merchant (or other non-Estate Card Rewards Program source) or a pre-purchased discount vouchers (such as Groupon deals), the transaction may not be considered a Qualified Bonus Purchase. Also, if a Member uses a coupon that is listed on the Site, but states "may not qualify for Tax Rebates," the purchase may not qualify for Tax Rebates.
- A purchase ceases to be a Qualified Bonus Purchase if the purchase is returned to or exchanged by the Merchant, if the Merchant alters the terms or conditions of the purchase, the Tax Guidelines for the Merchant posted on the Site are not met, if the Member interacts directly with the Merchant (such as via live chat or phone call during or after the order process)
- Any time a purchase is not credited to the Estate Card Rewards Program by the Merchant; it is not a Qualified Bonus Purchase.
It is your responsibility to check your account regularly to ensure that the Tax Rebate accounting is accurate. If a discrepancy occurs within a Member’s Estate Card Rewards Program account such as a Tax Rebate not being credited to an account and the Member believes he/she made the purchase through a participating Merchant, then the member must contact RidgeWoodEstateCard.com via our Customer Support form offered in the Customer Support section of the Help menu within 90 days of the purchase date of the goods/services with proper documentation/proof of purchase. Failure in contacting RidgeWoodEstateCard.com within that 90 day period will result in no customer support rebate inquiries possible to the merchants for the said orders/purchases.
The determination of whether or not a purchase made qualifies for a rebate is at the sole discretion of COMPANY. If a Merchant fails to report a transaction to COMPANY or withholds payment to COMPANY for any reason, COMPANY reserves the right to cancel the Tax Rebate associated with that transaction.
5.2. Payment Terms. The fact that a Tax Rebate is reported for any tracked activity does not necessarily mean that a payment is due to You from the relevant Merchant, since payment may be subject to conditions established by that Merchant, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and/or charge backs and minimums for earned compensation before payment is made.
5.3. Tax. Your Tax Rebates might be subject to the tax laws of federal, state, and local jurisdictions where you live or may be required to pay taxes. If deemed necessary, we may choose to provide you notices if we become aware of a requirement to do so in the future. Regardless, in all instances, you will be solely responsible for all tax liability arising from your receipt of Tax Rebates through this portal.
5.4. Payment of Tax Rebates. Your Qualified Purchase Tax Rebates and Qualified Bonus Purchase Tax Rebates that have been received from the Merchants will be paid to the taxing authority where the property you identified is located and the taxing authority will credit it to Your assigned property tax account once a year on or around the date indicated on the My Account page of the RidgeWoodEstateCard.com website. If, at the close of the year, Your total Qualified Purchase Tax Rebate earned on base and local bonus reward is less than $10.00, such Tax Rebates shall not be available, but instead accrued to the next year. The same will be true for each following year until Your Tax Rebates account balance from base and local bonus reward is equal to or greater than $10.00. If, at the close of the year, Your total Qualified Bonus Purchase Tax Rebate earned from online bonus rewards is less than $10.00, such Tax Rebates shall not be available, but instead accrued to the next year. The same will be true for each following year until Your Tax Rebates account balance from online bonus rewards is equal to or greater than $10.00. Tax Rebates that are unable to be credited towards the assigned property tax liability for any reason will be credited to Your Estate Card.
If Your taxing authority does not accept partial payments or if You are part of a renters program Your Tax Rebate will be credited to Your RidgeWoodEstateCard.com Card on a month to month basis. If, at the close of the month, Your total Qualified Purchase Tax Rebate earned on base and local bonus reward is less than $10.00, such Tax Rebates shall not be available, but instead accrued to the next month. The same will be true for each following month until Your Tax Rebates account balance from base and local bonus reward is equal to or greater than $10.00. If, at the close of the month, Your total Qualified Bonus Purchase Tax Rebate earned from online bonus rewards is less than $10.00, such Tax Rebates shall not be available, but instead accrued to the next month. The same will be true for each following month until Your Tax Rebates account balance from online bonus rewards is equal to or greater than $10.00.
5.5 Rejection of Tax Credit by Taxing Authority. If a payment is returned to us by a taxing authority due to Your error in the provided property information including but not limited to the property owners name, property address, property parcel ID or account number, a $35 return service fee will be charged to You.
5.6 Return of Unearned Tax Rebates. If any Merchant notifies COMPANY of a returned product or service after Tax Rebates have been paid, COMPANY will deduct the resulting amount from any Tax Rebate balance and if unavailable then from Your Estate Card account.
5.7 COMPANY Determination Final and Binding. All determinations of the Tax Rebates due to You under the Estate Card Rewards Program shall be made by COMPANY and shall be binding on You. COMPANY services do not involve investigating or resolving any claim or dispute involving You, the Card Issuer, any Merchant or other third party person in regard to the Estate Card. If COMPANY, in its sole discretion, elects to investigate or otherwise become involved in any such claim or dispute, it shall not thereby undertake, assume or have any duty, obligation or liability to You or any other party to the claim or dispute.
5.8 Inactive Accounts. Membership in the Estate Card Rewards Program is free: there is no charge to be a member or to earn and receive Tax Rebates. If your account is inactive (I.E. a member does not visit RidgeWoodEstateCard.com for over 12 months in their logged in account), COMPANY reserves the right to debit your Estate Card Rewards Program account balance $2.00 per month to recover the cost of account maintenance until (i) you reactivate your account by logging in to your RidgeWoodEstateCard.com account, completing a Qualifying Purchase or Qualifying Bonus Purchase, or updating your account information (providing a valid name, email and mailing address), or (ii) your account balance is zero. If the balance in your inactive Estate Card Rewards Program account is or becomes zero, RidgeWoodEstateCard.com will close the account permanently and cease to maintain your account records and Program access. The inactive account maintenance charge will not cause your account balance to become negative and will not cause you to owe money to the COMPANY. If your Estate Card Rewards Program account is closed for any reason, you shall not be entitled to the payment of any Tax Rebates received after the date the Estate Card Rewards Program account is closed.
6. Dispute Resolution Procedures
6.1. Errors. If You believe that any of the Tax Rebates contain an error which involve any Merchant, you must do the following depending on the type of error:
- For purchases made through RidgeWoodEstateCard.com: You must notify COMPANY within ten (10) days after the end of that month, so the matter may be resolved. COMPANY will then run an inquiry into the transaction with the Merchant. You agree that COMPANY shall have no obligations and incur no liabilities to You in connection with any such dispute.
- For purchases made with Your Estate Card in-store at a participating Merchant: You must notify COMPANY within ten (10) days after the end of that month, so the matter may be resolved. COMPANY will then run an inquiry into the transaction. You agree that COMPANY shall have no obligations and incur no liabilities to You in connection with any such dispute.
- For all other disputes involving purchases made with your Estate Card or the balance on your Estate Card: You should contact the Card Issuer as soon as possible per the terms of Your cardholder agreement with the Card Issuer.
7. Network of Participating Merchants offering a Bonus Rebate
The list of Merchants offering a bonus rebate in the Estate Card Rewards Program may change from time to time and without prior notice to You. You are responsible for confirming a Merchant’s participation in the Estate Card Rewards Program prior to completing your purchase. Any Merchant's participation in the Estate Card Rewards Program may end or be suspended for a number of reasons, including expiration or early termination of its merchant agreement with COMPANY and You shall not necessarily receive any prior notice that such Merchant's participation is ending.
8. DISCLAIMER OF WARRANTIES
8.1. THE Estate CARD REWARDS PROGRAM IS PROVIDED "AS IS, WHERE IS" AND "AS AVAILABLE."
8.2. COMPANY AND ITS RESPECTIVE RELATED PARTIES HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO ACCURACY, MERCHANTABILITY, COMPLETENESS, CURRENTNESS, SECURITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OF THE Estate Card REWARDS PROGRAM OR THAT YOUR USE OF THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY MERCHANT WILL BE AVAILABLE (INCLUDING IN THE EVENT OF BEING TERMINATED FOR WHATEVER REASON FROM THE Estate Card REWARDS PROGRAM) OR CAN OR WILL BE WILLING TO ENTER INTO ANY ENGAGEMENT WITH YOU.
9. LIMITATION ON LIABILITY
9.1. If You reasonably determine that your Membership does not materially meet COMPANY obligations under this Agreement, then You must notify COMPANY respectively, in writing within ten (10) days of receiving any such allegedly nonconforming services. Your failure to so notify COMPANY on a timely basis shall mean that You accept such services, and COMPANY shall thereafter have no liability whatsoever with respect to such services. If upon receipt of any notice under this Section, COMPANY, as applicable, may, at its sole discretion, reperform the service in question or otherwise provide You with any substitution or replacement services in lieu thereof. Any reperformance or provision of substitute or replacement services shall in no event be construed as an admission that the original service was nonconforming or otherwise improper, and Your acceptance of the same constitutes Your sole remedy and in such case constitutes COMPANY, as applicable, maximum liability for any such alleged breach of this Agreement.
9.2. IF, NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED ON COMPANY OR ANY RELATED PARTIES, THEN YOU AGREE THAT THE TOTAL LIABILITY OF ANY SUCH PARTY, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND REPRESENTATIVES, TO YOU WILL NOT EXCEED TWENTY-FIVE DOLLARS ($25.00). YOU RECOGNIZE AND ACKNOWLEDGE THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE, IN LIGHT OF THE FACT THAT COMPANY IS PROVIDING THIS SERVICE TO YOU AT NO CHARGE TO YOU.
9.3. NONE OF COMPANY OR ANY RELATED PARTY WILL BE LIABLE TO YOU (WHETHER IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, EVEN IF SUCH PERSON WAS AWARE THAT SUCH DAMAGES COULD RESULT.
9.4. Except as otherwise expressly provided in this Agreement, any claim or cause of action arising out of Your use of the Estate Card Rewards Program under this Agreement, must be filed within ninety (90) days after such claim or cause of action arose or be forever barred.
9.5. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION 9 MAY NOT APPLY TO YOU.
10.1. You agree to defend, indemnify and hold harmless COMPANY and any Related Parties, and their respective directors, officers, employees, agents, subcontractors and representatives for and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable attorneys' fees) that directly or indirectly arise out of or are based on:
- Any misrepresentation or breach of any representation, warranty, or covenant made by You in this Agreement,
- Any conduct, or activity, error or omission by You, including in relation to Your participation in the Estate Card Rewards Program, performance of any COMPANY-tracked engagement, or otherwise,
- Any violation by You of any law, regulation or rule,
- Your use of any other COMPANY Membership, and/or Network.
10.2. COMPANY may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by You. COMPANY may participate in the defense of all claims as to which it does not assume defense and control, and You shall not settle any such claim without COMPANY prior written consent.
11. Amendments to the Membership Agreement or Site Use Terms and Conditions Agreement
11.1. Amendments. Upon prior written notice, COMPANY at any time, add to, remove or otherwise amend any or all terms, conditions and/or other provisions of this Agreement, including any Network Policies and Guidelines.
11.2. Changes in Service. COMPANY may add, remove, suspend or discontinue any aspect of the Estate Card Rewards Program.
11.3. YOUR CONTINUED USE OF THE Estate Card REWARDS PROGRAM AFTER NOTICE IS GIVEN (AND AFTER EXPIRATION OF ANY APPLICABLE PRIOR NOTICE PERIOD) SHALL CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH CHANGE. IF YOU DO NOT WISH TO ACCEPT ANY SUCH CHANGE, THEN YOU MUST TERMINATE YOUR MEMBERSHIP.
12. Closing Your Account.
12.1. Termination. You or COMPANY may, at any time, with or without cause, terminate this Agreement and Your participation in the Estate Card Rewards Program. You may affect such termination by written notice to COMPANY subject to actual receipt thereof.
12.2. Restricted Use. Alternatively, COMPANY may, in its sole discretion, suspend, limit, restrict, condition or deny Your access to or use of all or any part of the Estate Card Rewards Program.
12.3. Termination of Membership Agreement. Upon any termination of this Agreement and/or Your participation in the Estate Card Reward Program, any and all membership rights granted to You under this Agreement shall immediately cease and terminate.
12.4. Rights and Remedies After Termination. All rights or remedies arising out of a breach of any terms of this Agreement shall survive any such termination of this Agreement or Your participation in the Estate Card Rewards Program.
12.5. Effects of Termination. COMPANY may withhold and offset against any and all Tax Rebates and/or other fees that are then unpaid to You to allow for any refunds that may be due to a Merchant based on their cancellation or other policies. Following assessment of any fees subject to COMPANY. holding any amount it determines in its sole discretion to be needed to support any of Your indemnification and/or other obligations and/or liabilities under this Agreement, COMPANY may refund any remaining monies to any of the Merchants with which You had entered into a COMPANY tracked purchase. Such withholding of such Tax Rebates is in addition to any other rights and remedies that COMPANY or any Merchant may have in contract, at law or in equity.
12.6. Survival. Sections 11 and 12, and any provision which by its terms are intended to survive any expiration or termination of this Agreement, will survive any expiration or termination of this Agreement. Your representations and warranties in this Agreement shall survive execution, delivery, acceptance, performance, expiration or termination of this Agreement.
13.1. Independent Contractors. The parties are independent contractors and nothing in this Agreement shall confer upon either party any authority to obligate or bind the other in any respect.
13.2. Force Majeure. COMPANY shall not be liable to You by reason of any failure or delay in the performance of its obligations here under on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, interruptions in telecommunications services or Internet facilities, or any other cause which is beyond the reasonable control of COMPANY, whether or not similar to the foregoing.
13.3. Assignability. You shall not assign or delegate any of the rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void. Subject to the preceding sentence, this Agreement is binding on and inures to the benefit of the respective successors, heirs and assigns of each party.
13.4. Severability. If any portion of this Agreement is held by a court with jurisdiction to be invalid or unenforceable, the remaining portions hereof, shall remain in full force and effect. If any provision of this Agreement shall be judicially unenforceable in any jurisdiction, such provision shall not be affected with respect to any other jurisdiction.
13.5. Governing Law; Consent to Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, U.S.A., without regard to its conflicts of law principles. You consent to the personal and exclusive jurisdiction of the Federal and Texas State courts sitting in Dallas County, Texas U.S.A. EACH PARTY WAIVES RIGHTS TO TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT. The U.N. Convention on the International Sale of Goods shall not apply to this Agreement.
13.6. Entire Agreement; Third Party Beneficiaries. This Agreement is the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of this Agreement), representations, warranties or covenants between the parties with respect to such subject matter. There are no third party beneficiaries of this Agreement. The headings of sections or other subdivisions of this Agreement will not affect in any way the meaning or interpretation of this Agreement.
13.7. Notices. COMPANY may provide notices to You by posting notices on RidgeWoodEstateCard.com. Notices to You also may be made via e-mail, regular mail, overnight courier to you contact addresses of record for the Estate Card Rewards Program. If you provide notice to Very Important Relationships, Inc., such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier to: Very Important Relationships, Inc. Corporation, 6 Collinway Place, Dallas, Texas 75230, Attn: Chief Executive Officer and General Counsel. If you provide notice to Municipal Cards LLC, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier to: Municipal Cards LLC, Attention: Customer Service, 9409 Skywagon Lane, McKinney, Texas 75071. Notices sent by email, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of COMPANY, as applicable.
13.8. Language. The English language versions of this Agreement and Network Policies and Guidelines are the controlling versions thereof. All support and other inquiries regarding Your use of the Estate Card Rewards Program must be submitted to in English, and COMPANY will communicate in English only.
13.9. Government Restricted Rights. With respect to any acquisition or use of any network operated by either Estate or VIR by or for any unit or agency of the United States Government (the "Government"), such items shall be classified as "commercial computer software" as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). Such networks and Memberships were developed entirely at private expense, and no part of the networks or Memberships were first produced in the performance of a Government contract. If any Membership is supplied for use by the DoD, such Membership is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(l)(ii)(OCT 1988), as applicable. If the Membership is supplied for use by a Federal agency other than the DoD, such Membership is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. The contractor/manufacturer is Very Important Relationships, Inc., 6 Collinway Place, Dallas, Texas 75230.