Prodege, LLC, a California limited liability company, (together with any affiliates, the “Company”) owns and operates a number of different websites, mobile applications, and interactive services, including without limitation Swagbucks, Swagbucks Daily Trivia, InboxPounds, ySense, Pollfish, Poll Pay, Easy Bucks, BitBurst, AdGate Media, Prodege.com, and others (collectively, the “Prodege Sites”). These Terms of Use (“Terms”) apply to the Prodege Sites and to all of the features, Internet browser extensions, emails, text (SMS) messages, online services and other functionalities (collectively, the “Features”) available via or related to the Prodege Sites, whether accessed via a computer, mobile device or other devices you use (each a “Device” and collectively, “Devices”), or otherwise (collectively, the “Prodege Sites and Features”), and all services available on or through the Prodege Sites and Features (“our Services”). These Terms are a legal agreement between you and the Company. By using any of the Prodege Sites and Features or our Services, or clicking to “Accept” or otherwise agreeing to these Terms where that option is made available to you, you agree to be bound by these Terms. If you do not agree to these Terms, please do not register with or use any Prodege Sites and Features or our Services. You also acknowledge that you have had the opportunity to review our standalone Privacy Policy, and you consent to our collection, use and disclosure of your personally identifiable information in accordance with the Privacy Policy. We may post additional terms, official rules, agreements, or guidelines that apply to certain Prodege Sites and Features or our Services (“Additional Terms”), and you may be subject to such Additional Terms when you access those Prodege Sites and Features or our Services. When you are using any Prodege Sites and Features or our Services that are subject to Additional Terms, all references herein to these Terms include the Additional Terms. In the event of any conflict between the Additional Terms and these Terms, these Terms shall prevail unless expressly otherwise stated in the Additional Terms, which are intended to supplement, but not replace, these Terms. If you have any questions or concerns regarding these Terms or any Additional Terms, please contact us as provided in Section 16 below.

You agree to use the Prodege Sites and Features and our Services only for purposes that are permitted by these Terms and any applicable law, regulation, or generally accepted practices in the relevant jurisdictions. Subject to all of the provisions of these Terms, the Company hereby grants you a limited, terminable, non-transferable, personal, non-exclusive license to access and use the Prodege Sites and Features and our Services solely as provided herein. You may download material displayed on the Prodege Sites and Features for non-commercial, personal use only, provided you do not remove any copyright and other proprietary notices contained on the materials. You may not, however, distribute, modify, broadcast, publicly perform, transmit, reuse, re-post, or use the content of the Prodege Sites and Features, including any text, images, audio, or video, for public or commercial purposes without the Company’s prior written permission. Notwithstanding anything to the contrary herein, all rights not specifically granted in the license set forth above shall be reserved and remain always with the Company. Your right to use the Prodege Sites and Features and our Services is not transferable. You acquire no rights or licenses in or to the Prodege Sites and Features and materials contained therein other than the limited right to access and utilize the Prodege Sites and Features and our Services in accordance with these Terms. If you are accessing the Prodege Sites and Features via any of our applications available via third parties including, without limitation, Apple, Inc.’s “App Store” or Google, Inc.’s “Google Play” store, you acknowledge and agree that these Terms are entered into by and between you and the Company only, and that none of the foregoing third parties are party to these Terms, and they are not sponsors of, nor in any way affiliated with, the Prodege Sites and Features or any of our Services.

We prohibit anyone from using the Prodege Sites and Features or Services who is under thirteen (13) years of age (or, if greater than 13, the minimum age applicable in your jurisdiction).  If you are under the age of eighteen (18) (or the legal age of majority in your jurisdiction), you represent by accessing the Prodege Sites and Features or our Services that you have your parent’s or legal guardian’s approval to access them.  If we receive actual notice that you are under the age of 13 (or the applicable minimum age in your jurisdiction) or lack parental approval (where required by law), we will terminate your access to the Prodege Sites and Features and Services, deactivate your account, and delete your data. Some offerings on the Prodege Sites and Features and some of our Services may also be subject to additional age or parental consent restrictions.  By using the Prodege Sites and Features or Services, you confirm, represent, and warrant that:

• you are able to form a binding contract with Prodege;
• you are not subject to the prohibitions described in Excluded Users and Territories (Section 13) of these Terms;
• you will comply with these Terms (including any Additional Terms) and all relevant local, state, national, and international laws, rules, and regulations.

A. Overview.  The Company may offer one or more rewards programs (“Rewards Programs”) under which you may have the opportunity to receive points (in the Swagbucks.com program, such points are called “SB”, and in the MyPoints.com program, they are called “Points”) or other credits (collectively, “Rewards”) related to your participation in or interaction with various advertising, content, shopping opportunities, special offers, surveys, coupons, location-based deals, and other Rewards opportunities (collectively, “Offers”).   Regardless of whether they are expressed as points or dollar amounts, Rewards have no cash, monetary, or other value and are only redeemable for gift cards or other prizes or redemption methods as may be offered by the Rewards Program from time to time (collectively, “Redemption Prizes”), subject to these Terms and the Rewards Program redemption requirements at the time of redemption. 

B. Suspension or Termination of your Participation.  The Company may limit, suspend, or terminate your ability to participate in a Rewards Program, and may suspend or void any Rewards or potential Rewards you may have received or accumulated in a Rewards Program but not yet successfully redeemed, if we determine in our sole and absolute discretion that you have not complied with these Terms, require an uncommon or excessive level of customer support, or otherwise are not using and receiving the Rewards Program benefits in a mutually satisfactory way consistent with the typical member. You agree to abide by the final and binding decisions of the Company regarding any Rewards Program and your participation in it. We reserve the right to change, suspend, or cancel all or a portion of a Rewards Program, including any unredeemed Rewards, at any time, without prior notice or compensation to you. 

C. Receiving Rewards.  You may receive Rewards in a Rewards Program by participating in various Offers, as described in the applicable Rewards Program. Subject to the other provisions of these Terms, the Company will deposit any Rewards for Offers that you choose to participate in and successfully complete into the account that you established when you joined the Rewards Program (the “Account”).  Rewards are deemed successfully completed once you have fully and properly satisfied all of the requirements of the Offer in the manner specified in the Offer (including any time limitations or waiting periods for acceptance or completion of the Offer) and in compliance with these Terms, and the Company and/or our third-party Rewards Program partners are able to properly validate, track and record that you have done so. In connection with any request to receive credit from Customer Support for completing an Offer that did not credit automatically, we may require you to initiate your support request from your Rewards Program ledger in order to ensure proper handling and tracking for completion via our systems. For avoidance of doubt, the Company shall not be responsible for, nor shall the Company be obligated to award Rewards to you for, any Offer that is not properly recorded, tracked, validated and/or deemed a successfully-completed Reward under the Company’s and/or our third-party Rewards Program affiliates’ policies, procedures, and systems. In some instances, the Company’s third-party Rewards Program affiliates, rather than the Company, may make the final determination of whether an Offer has been successfully completed and thereby should result in a Reward. Please be sure to review all applicable terms of Offers and Rewards before deciding whether or not you would like to participate. We also reserve our right to: (1) change or limit the Offers or Rewards available or your ability to participate in certain Offers or the Rewards Program itself, (2) change or limit the eligibility for or allowable frequency of Offers, and (3) change or limit the number or type of Rewards you can receive for a given Offer or during a given time period, including, without limitation, the right to correct any inadvertent error in the number of type of Rewards awarded and to claw-back any unearned or unqualified Rewards deposited in your Account as a result.  All such changes or limitations shall apply to all past, present, or future Rewards, unless otherwise expressly stated. 

D. Redeeming Rewards.  Subject to the other provisions of these Terms, you may redeem accumulated Rewards in your Account for Redemption Prizes pursuant to the applicable Rewards Program redemption requirements at the time of redemption. Supplies of Redemption Prizes may be limited. Redemption Prizes may be awarded or redeemed on a first-come, first-served, and while-supplies-last basis. If you attempt to redeem Rewards for a Redemption Prize and the Company determines that the Redemption Prize is unavailable, out of stock, or for whatever reason cannot be provided to you, the Company may, in our sole and absolute discretion, provide you with a Redemption Prize of equal or greater value. No re-crediting, reversal, or refund of Rewards will be issued for any reason after Rewards have been successfully redeemed; in other words, once you order and receive a Redemption Prize, you may not reverse or cancel the Redemption Prize transaction or return the Redemption Prize for a refund or re-crediting of Rewards to your Account. The only way to use Rewards is to redeem them for such Redemption Prizes as the Company may elect to offer from time to time for the applicable Rewards Program.  

E. Verifying Identity and Eligibility.  The Company also reserves the right to verify your identity to our complete satisfaction prior to crediting or allowing redemption of any Rewards, issuing, or delivering any Redemption Prizes in any Rewards Program, or otherwise providing you with access to or any benefit associated with the Prodege Sites and Features, our Services, or your Account. The Company implements such verification requirements to confirm, preserve and protect the security of the Prodege Sites and Features, our Services, and your Account from unauthorized access and security threats. We may do so by requesting—either directly or indirectly via a third-party verification service—that you provide an image of your passport, driver’s license, or state ID card, by requiring you to verify the mobile phone number associated with your Account, or by such other proof of identity or eligibility as we may require. Some of our Services or Redemption Prizes may have additional eligibility requirements and in that case the Company also reserves the right to determine or verify your eligibility using such methods as we deem appropriate. If you are unable or unwilling to verify your identity in response to our request, or if we have other reason to suspect your Account may be compromised, insecure, or a threat to the Prodege Sites and Features, our Services, or your Account, we reserve the right in our sole and absolute discretion to temporarily or permanently deactivate or deny or restrict access to your Account, or any benefit associated with the Prodege Sites and Features or our Services .

F. Delivery of Redemption Prizes.  Redemption Prizes are generally digital and delivered electronically to the email address then associated with your Account or as otherwise provided in the applicable Rewards Program, but in some cases may be physical items mailed to the postal address associated with your Account. Processing times may vary. Where we are unable to deliver a Redemption Prize or it goes unclaimed for whatever reason (including, without limitation, because of postal, shipping, customs, or other legal duties, taxes, requirements, or impediments), you hereby direct and authorize us, where possible, to cancel or reverse the redemption for that Redemption Prize and restore the associated Rewards to your Account in the applicable Rewards Program, so that you can attempt to redeem such Rewards again in the future; provided, however, that we shall not be liable to you for any inability or failure to cancel or reverse the redemption and restore the associated Rewards to your Account. 

G. Rewards Have No Monetary Value and Are Nontransferable.  You agree and acknowledge that unredeemed Rewards in your Account have no cash, monetary, or other value, remain the sole property of the Company, and are only redeemable for such Redemption Prizes as the Company may elect to offer in the Rewards Program from time to time, subject to these Terms and the Rewards Program redemption requirements at the time of redemption, 

H. Inactive Accounts.  Any Account that has not been logged into and Rewards either received or redeemed for one (1) year or more may be deemed inactive and the Account closed. We may also modify our inactive Account rules and policies in our Rewards Programs from time to time, and if your Account becomes inactive pursuant to such then-current rules or policies, we may close your Account accordingly, without any compensation or further obligation to you regarding the closed Account. If you have any questions or concerns regarding these actions or wish to request Account reactivation (subject to such terms, limitations, and requirements as we may impose from time to time), please contact us as provided in Section 16 below.

I. Rewards Expiration.  We may also adopt or modify our Rewards expiration rules and policies for any past, present, or future Rewards from time to time, and if your Rewards expire pursuant to such then-current rules or policies, we may remove such Rewards from your Account, without any compensation or further obligation to you regarding the expired Rewards. If you have any questions or concerns regarding these actions or wish to request re-crediting of the expired points to your Account (subject to such terms, limitations, and requirements as we may impose from time to time), please contact us as provided in Section 16 below.

J. Shopping Rewards.  For shopping Rewards, where available, we reserve the right to request and verify receipts of completed purchases prior to or in connection with the awarding of Rewards for shopping Offers in order to verify with the applicable merchant that such purchases are valid. If you return any products or cancel any services for which you received Rewards, we reserve the right to deduct any associated Rewards from your Account. If you received Rewards based upon photos or scans of purchase receipts or other materials (such as an itemized packing slip for online orders to verify that you have completed the purchase and received the items purchased), you must submit a legible photo or scan of the original valid receipt or other materials, which cannot have been altered in any way (as determined in our sole and absolute discretion) and must be from a purchase that you paid for personally.  Failure or refusal to provide requested documentation or proof of purchase is grounds for denying any Rewards credit.

K. Referral Program Rewards.  From time to time, we may offer special bonuses or incentives as referral Rewards for you to refer others who successfully join and participate in our Rewards Programs, using a personal referral code or URL, which shall be governed by the current Referral Program terms for the applicable Rewards Program. You agree to only provide us with email addresses or other personal information of persons for referral purposes with their knowledge and consent. You shall not be eligible to earn referral Rewards if you invite other users who share the same Device, if you create multiple accounts in an effort to earn referral Rewards for inviting yourself, or if you otherwise violate these Terms or the applicable Referral Program terms. If you cannot produce proof satisfactory to us that referrals have been made in accordance with these Terms and the Referral Program terms, we may terminate your Account, withhold, or rescind any referral Rewards, reverse or correct Rewards balances in your Account, or take other remedial actions as we deem appropriate.

Any sweepstakes, contests, or promotions (collectively, “Promotions”) that may be offered via any of the Prodege Sites and Features or our Services may be governed by Additional Terms, including but not limited to official rules, which may set out eligibility requirements, such as certain age or geographic area restrictions, terms and conditions, and details governing how your personal information may be used. It is your responsibility to read all Additional Terms to determine whether you want to or are eligible to participate, enter or register in or for the Promotions. By participating in a Promotion, you agree to comply with and abide by such Additional Terms and the decisions of the sponsor(s) thereof. 

You acknowledge that the Prodege Sites and Features have been developed, compiled, prepared, revised, selected, and arranged by the Company and others through the expenditure of substantial time, effort and money and constitute valuable intellectual property and trade secrets of the Company and others. It is our policy to enforce these intellectual property rights to the fullest extent permitted under law. The trademarks, logos, and service marks (“Marks”) displayed on the Prodege Sites and Features are the property of the Company or third parties and cannot be used without the written permission of the Company or the third party that owns the Marks. The Prodege Sites and Features are also protected as a collective work or compilation under applicable copyright and other foreign and domestic laws and treaties. Users are prohibited from using (except as expressly set forth herein), transferring, disposing of, modifying, copying, distributing, transmitting, broadcasting, publicly performing, displaying, publishing, selling, licensing, or creating derivative works of any content on the Prodege Sites and Features for commercial or public purposes. Nothing contained herein shall be construed by implication, estoppel or otherwise as granting to the user any ownership interest in any Mark, copyright, patent, or other intellectual property right of the Company or any third party. The Company exclusively owns all worldwide right, title and interest in and to all documentation, software, contents, graphics, designs, data, computer codes, ideas, know-how, “look and feel,” compilations, translations, digital conversions, and other materials included within the Prodege Sites and Features and related to our Services, and all modifications and derivative works thereof, and all intellectual property rights related thereto.

If you believe that any content, user-posted materials, or any other material found on or through the Prodege Sites and Features or our Services, including through a hyperlink, infringes your copyright, you should notify us. We will process each written notice of alleged infringement that we receive and will take appropriate action in accordance with applicable intellectual property laws. We have a policy of terminating and/or blocking repeat infringers in appropriate circumstances, in our sole discretion, subject to reasonable limitations.

You agree that you will not engage in any activity or conduct that interferes with or disrupts the Prodege Sites and Features or our Services (or the servers and networks which are connected to our Services) or use any service to manipulate your computer, mobile phone, or other Device to gain any advantage on any of our Rewards Programs. Unless you have been specifically permitted to do so in a separate written agreement with us, you agree that you will not reproduce, duplicate, copy, sell, trade, or resell our Services for any purpose. You further agree that your use of the Prodege Sites and Features and our Services shall not be fraudulent, deceptive, or unlawful, as determined in our sole and absolute discretion. You shall also comply with all usage rules and guidelines found throughout the Prodege Sites and Features or our Services. You agree to comply with the instructions set out in any robots.txt file present on the Prodege Sites and Features and our Services. Without limiting the generality of the foregoing, you agree not to use the Prodege Sites and Features or our Services in any improper manner, including to:

• access (or attempt to access) any of our Services by any means other than through the interfaces that we provide;
• share a single Account with anyone else;
• create or use multiple Accounts (i.e., only one Account is permitted per person in each Rewards Program);
• maintain or use any false identity or multiple identities, or otherwise fail to participate in our Services using your real identity and accurate contact, demographic and other information, including via the use of any technology (such as VPNs, proxies, single-use mobile phone numbers, or fake identity documents) to conceal your real identity or location, or otherwise circumvent controls intended to prohibit illegal or prohibited access;
• submit any personal information (name, email, zip code, etc.), payment information (credit card number and expiration date, etc.), or other information which we determine in our sole and absolute discretion to have been false, inaccurate, or otherwise invalid in connection with any Offers or any other use of the Prodege Sites and Features or our Services;
• post, upload, transmit or otherwise disseminate information that (in our sole and absolute discretion) is obscene, indecent, vulgar, pornographic, sexual, hateful, or otherwise objectionable;
• post, transmit, or promote spam links, redirect links, or personal referral links to the Prodege Sites and Features or our Services in an excessive, deceptive, misleading, or otherwise inappropriate fashion, whether on or through any Prodege Sites and Features or any other web site or application, including through the use of paid ads;
• defame, libel, ridicule, mock, stalk, threaten, harass, intimidate, or abuse anyone, or otherwise act in a belligerent, offensive or inappropriate manner;
• upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of our Services, other users’ computers, or access to or functionality of the Prodege Sites and Features;
• violate the contractual, personal, intellectual property or other rights of any party, including using, uploading, transmitting, distributing, or otherwise making available any information made available through the Prodege Sites and Features or our Services in any manner that infringes any Mark, copyright, patent, trade secret, or other right of any party (including rights of privacy or publicity);
• attempt to obtain Account information, passwords, or other private information from other members;
• improperly use support channels or complaint buttons to make false or frivolous reports to the Company, to attempt to claim or receive Rewards that are not actually due to you, or to communicate with our customer support representatives in a disrespectful, belligerent, offensive or inappropriate manner;
• create, share, distribute, promote, or submit any images, documents, or other evidence in support of an attempt to claim or receive Rewards that we determine to be altered, false, fraudulent, or misleading, including by virtue of having been submitted by multiple members in violation of these Terms;
• develop, distribute, make use of, or promote “auto” software programs, “macro” software programs, web crawlers or other script or “cheat utility” software programs or applications in connection with the Prodege Sites and Features or our Services;
• share or distribute survey IDs, answers, or other survey information, including confidential information that you expressly agree not to disseminate, or otherwise coach or assist other members with regard to qualifying for or answering surveys;
• perform Offers in our Rewards Programs in an artificial, engineered or unauthorized way, or otherwise engage with any of the Prodege Sites and Features or our Services in a manner that does not reflect organic, conventional human usage, such as by participating in a botnet, click farm, or other ad-fraud collective, manipulating links, leveraging unauthorized artificial intelligence (AI) or “chatbot” technology, or conducting excessive searches, for the purpose or with the effect of  increasing the Rewards you receive, as we may determine in our sole and absolute discretion; or
• exploit, distribute or publicly inform other members of any error, miscue, or bug (“Error”) that gives an unintended advantage, violate any applicable laws or regulations, or promote or encourage any fraudulent, misleading, unlawful, or unauthorized activity or conduct, including, but not limited to, hacking, cracking or distribution of counterfeit software, or cheats or hacks for our Services. If you find an Error, we kindly request that you report it to our appropriate support team by contacting us as provided in Section 16 below.

If we determine in our sole and absolute discretion that you have violated these Terms, we may issue you a warning regarding the violation prior to terminating or suspending any Account you have created (or which is associated with you) using our Services. However, you acknowledge and agree that we need not provide you with any warning or notice before we terminate or suspend your Account and your access to the Prodege Sites and Features and our Services, which we may do at any time and for any reason, at our sole and absolute discretion. If we terminate or suspend your Account, you agree not to attempt to join or re-join or create another Account in any of our Rewards Programs without our prior written authorization.

The Prodege Sites and Features and our Services may include communication channels such as forums, communities, comments, or chat areas (“Communication Channels”) designed to enable you to communicate with other Services users. The Company has no obligation to monitor these Communication Channels, but we may do, and we reserve the right to review materials posted to the Communication Channels and to remove any materials, at any time, with or without notice, for any reason, in our sole and absolute discretion. The Company may also terminate or suspend your access to any Communication Channels at any time, without notice, for any reason. You acknowledge that chats, postings, or materials posted by users on the Communication Channels are neither endorsed nor controlled by the Company, and these communications should not be considered reviewed or approved by the Company. The Company will not under any circumstances be liable for any activity or conduct within Communication Channels. You agree that all your communications with the Communication Channels are public, and thus you have no expectation of privacy regarding your use of the Communication Channels. The Company is not responsible for information that you choose to share on the Communication Channels, or for the actions of other users.

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

• for death or personal injury caused by our negligence;
• for fraudulent misrepresentation; 
• for breach of any term implied by the U.K. Consumer Rights Act 2015 or other applicable consumer law in each relevant jurisdiction and which, by law, may not be limited or excluded; or
• for any other liability that, by law, may not be limited or excluded.

You agree that your use of the Prodege Sites and Features and our Services shall be at your own risk. To the maximum extent permitted by applicable law, the Company makes no guarantees, warranties, or representations about the accuracy or completeness of the content of the Prodege Sites and Features or our Services, or the content of any sites linked to our Services, and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury (including death) or property damage, of any nature whatsoever, resulting from your access to and use of the Prodege Sites and Features or our Services (other than as caused solely by our negligence), or any third party products or services promoted therein, (iii) unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iv) interruption or cessation of transmission to or from our Prodege Sites and Features or our Services, (v) bugs, viruses, Trojan horses, or the like which may be transmitted to or through our Services by any third party, (vi) errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Prodege Sites and Features or our Services, and/or (vii) tax liability imposed against you by any taxing authority. You acknowledge and agree that Prodege is not affiliated with nor responsible for any third-party products or services that may be displayed, distributed, or otherwise promoted on the Prodege Sites and Features or our Services. Prodege neither represents nor endorses the quality, accuracy, reliability, integrity or legality of any third party’s products or services, nor the truth or accuracy of the description of any third party’s products or services, nor any third-party advertising material, including Offers, ads, links, content, advice, opinions, proposals, statements, data, or other information that is provided or controlled by third parties and displayed, distributed, or otherwise used on or in connection with the Prodege Sites and Features or our Services.

To the maximum extent permitted by applicable law, in no event will the Company, or our affiliates, partners, employees, and agents, be liable to you or any third person for any business losses and any liability we do have for losses you suffer is strictly limited to losses that were reasonably foreseeable.  

You specifically acknowledge that the Company shall not be liable for user submissions or the defamatory, offensive, or illegal conduct of any third party. You agree to hold the Company, and each of our affiliates, partners, employees, and agents, harmless from and against any claim, cause of action, loss, liability, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with (i) your use of and access to the Prodege Sites and Features or our Services in breach of these Terms; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right, or damage to a third party; (iv) any tax obligations arising from or related to your use of the Prodege Sites and Features or our Services; and/or (v) any content you post or share on or through the Services.

You agree that the Company will not be liable for, or be required to provide any compensation to you with respect to, the termination of any Rewards Program or any associated Accounts, including without limitation any unredeemed Rewards in your Account or otherwise existing in your favor at the time of termination. Sometimes when you use our Services, you may use a service or download a piece of software, or purchase goods, provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the other company or person. If so, these Terms do not affect your legal relationship with these other companies or individuals. You agree that we are not responsible for the loss or impairment of any past, present, or future Rewards, in the event there is any change in the potential value or redemption options for any Rewards, or any data or server error, computer and/or network system error or failure, criminal act, vandalism, cyber-attack or other events which make it commercially unreasonable for us to determine the amount of Rewards or balance of any Account. All guarantees, warranties, and representations, whether express or implied, as to the condition, suitability, quality, fitness or safety of any goods and services supplied under our Rewards Programs or other Services are excluded to the fullest extent permitted by applicable law. Any liability the Company may have to a member under any such guarantees, warranties or representations implied or imposed by law which cannot be excluded is hereby limited, to the extent legally permissible, to supplying or paying the cost of supplying the goods or services (or equivalent goods or services) or repairing or paying the cost of repairing the goods or re-performing the services, at the Company’s sole option. Please note that at any time, we may, in our sole and absolute discretion, terminate our legal agreement with you and deny you continued use of the Prodege Sites and Features and our Services, and, without limiting the foregoing, may do so if (i) we are required to do so by law (for example, where the provision of our services to you is, or may become, unlawful); (ii) the partner with whom we offered our Services to you has terminated its relationship with us or ceased to offer their services to you; (iii) we are no longer providing all or any portion of our Services to users in the jurisdiction in which you are resident or from which you use our Services; or (iv) the provision of our Services to you is, in our opinion, no longer commercially viable.

You acknowledge and agree that we do not have the ability, in every instance, to determine whether or not the Rewards you received or redeemed in any Rewards Program are considered reportable income or taxable earnings in your jurisdiction. You are therefore responsible for any and all tax liability arising from or associated with your use of the Prodege Sites and Features or our Services, including liability arising from your accrual of Rewards or your redemption of such Rewards. As a condition of your continued use of the Prodege Sites and Features and our Services, we reserve the right to require you to provide necessary tax reporting information if our records show that you are or may be required to report the value of your redeemed Rewards to an appropriate tax authority. We encourage you, and it is your responsibility, to seek the advice of a tax expert in order to determine the tax consequences of your use of the Prodege Sites and Features and our Services, and any associated Rewards received or redeemed.

We reserve the right to make changes to these Terms from time to time in our sole and absolute discretion. If we decide to change these Terms, we will provide notice of such changes by sending you an administrative email and/or posting those changes in places on the Prodege Sites and Features deemed appropriate by us so our users are always aware of the terms of their use of the Prodege Sites and Features and our Services. Your continued use of any of the Prodege Sites and Features or our Services after delivery of the administrative email to you or after the changes are posted constitutes your agreement to the changes. If you do not agree to the changes, please close your Account and discontinue your use of such Prodege Sites and Features and our Services. To the extent that an arbitrator (or small claims court, if applicable) determines that applying any changes to these Terms to any prior events or circumstances would render this an illusory or unenforceable contract, such changes shall be applicable on a prospective basis only, with respect to events or circumstances occurring after the date of such changes, to the extent necessary to avoid these Terms being deemed illusory or unenforceable. In any event, if you used any of the Prodege Sites and Features or our Services pursuant to a prior version of these Terms that required a certain notice period to you prior to any changes being effective, any changes under these Terms will not be effective as to you until the required notice period has passed after the date of these Terms.

The Prodege Sites and Features and our Services are controlled, operated, and administered by the Company from our offices within the United States of America. The Company makes no representation that materials on the Prodege Sites and Features or our Services are appropriate or available for use at other locations outside of the United States or United Kingdom, and we prohibit access to them from territories where the contents or products available through the Prodege Sites and Features or our Services are illegal. You may not use the Prodege Sites and Features or our Services or export any content or products in violation of U.S. export laws and regulations. If you access Prodege Sites and Features from a location outside of the United States or United Kingdom, you are responsible for compliance with all local laws.

You are not permitted to download or use any of the Prodege Sites and Features or our Services, including making any purchases of products or services from the Company, or redeeming any Rewards, if you are (i) located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (ii) identified as a “Specially Designated National”; or (iii) placed on the U.S. Department of Commerce’s “Denied Persons List or Entity List” or any other U.S. export control list, or if the transaction would otherwise be illegal under any applicable law or regulation.

The laws of England govern these Terms, the Prodege Sites and Features or our Services, and any claims or disputes arising out of or relating to them (whether in contract, tort, or otherwise).  If either you or Prodege chooses to bring legal proceedings under these Terms, both parties agree to do so exclusively in the courts of England in the United Kingdom, and consent to the exclusive jurisdiction of the English courts.  However, if the laws of your country require that legal claims or disputes be brought in a different venue, or be subject to different choice of laws, we will comply with those laws.  

The European Commission’s Online Dispute Resolution platform (https://ec.europa.eu/consumers/odr) provides information about an alternative dispute resolution method.  If you reside in the EU, you may wish to consider it if there is a dispute that we cannot resolve.

The Company’s failure to exercise or enforce any right or provision of these Terms will not be deemed to be a waiver of such right or provision. If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision or the provision shall be deemed severable, and the other provisions of these Terms remain in full force and effect. The paragraph or section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms represent the entire understanding of the parties regarding its subject matter and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter, and may not be amended, altered, or waived except in a writing signed by the party to be charged or as otherwise expressly provided herein. These Terms are binding upon and shall inure to the benefit of parties and their respective successors, heirs, executor, administrators, personal representatives and permitted assigns. You may not assign your rights or obligations hereunder without the Company’s prior written consent, and any such unauthorized assignment shall be null and void. We are required by law to advise you that contracts created under these Terms may be concluded in the English language only and that no public filing requirements apply.