This rewards agreement (the “Agreement”) is a legally binding agreement between you and Caary Capital Ltd. (“us” or “we”) that sets for the terms and conditions governing our cashback rewards program (the “Program”) for Caary Mastercard® credit cards. By participating in the Program, you agree to be bound by this Agreement. You acknowledge and agree that the Program is also governed under the terms of our platform agreement (the “Platform Agreement”) as a Service (as defined in the Platform Agreement) and that your usage of our credit cards is governed by the Caary Mastercard Business Card Agreement between Peoples Trust Company and you (the “Cardholder Agreement”). Capitalized terms not otherwise defined in this Agreement have the meaning set forth in the Cardholder Agreement. In this Agreement, “you” means the Business and each Administrator and Authorized User. If you are an individual entering into this Agreement on behalf of the Business, you confirm that you have the authority to act for the Business.
Each Authorized User is automatically enrolled in the Program at the time a Card is issued. We reserve the right to suspend or terminate your participation in the Program in our sole discretion without notice or liability for any reason or no reason, including without limitation any breach of this Agreement, the Platform Agreement or the Cardholder Agreement. If we terminate your participation because of any breach of this Agreement, the Platform Agreement or the Cardholder Agreement, any Rewards not yet credited to your Account as of the date of termination will be forfeited. We also reserve the right to cancel Rewards credited to your Account in a prior monthly statement if you fail to meet your payment obligations for such monthly statement, effective as of the due date for such payment.
a) Cashback rewards (“Rewards”) are calculated and credited to your Account on a monthly basis by: (i) multiplying each Purchase reflected on each monthly statement by 1.5% and rounding away from zero to the nearest cent (each a “Per Transaction Reward”); (ii) multiplying each credit for each return, cancelled Purchase, merchant credit or similar adjustment reflected on each monthly statement by 1.5% and rounding away from zero to the nearest cent (each a “Per Transaction Adjustment”); and (iii) adding all Per Transaction Rewards and deducting all Per Transaction Adjustments. Rewards are automatically credited monthly to your Account as of the date of your monthly statement. If Rewards calculated for a given monthly statement are negative, the corresponding negative Rewards will be debited from your Account on your next monthly statement. Rewards accrue only to the benefit of the Business and not individual Authorized Users, have no cash value, may only be applied against Purchases on your Account, may not be exchanged, transferred, resold, pledged or hypothecated and are not considered earned until credited to your Account.
b) Rewards are not calculated on any debits to your Account other than Purchases. For greater certainty, Rewards will not be earned on interest, card or bank fees, Cash Advances or Balance Transfers. We reserve the right to deduct any Rewards that were credited in error without notice or liability.
You are solely responsible for reporting and paying any taxes that arise in respect of Rewards or your participation in the Program, including any income tax.
a) We may change this Agreement or the Program at any time without notice or liability. Your continued participation in the Program means that you accept such changes.
b) We are not responsible or liable for any failure, error, or inability to administer the Program due to causes beyond our control. To the maximum extent permitted by applicable law, we disclaim all representations, warranties and conditions, express or implied, including those arising by statute, in law, or from a course of dealing or usage of trade. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement. You confirm that you have not been induced to enter into this Agreement by any statement not contained in this Agreement.
c) Our maximum liability is limited to direct damages not to exceed in aggregate for all claims the Rewards properly owing to you under this Agreement. We will have no liability for any other damages, including any consequential, incidental, indirect, special or punitive damages, or any loss of expected savings, loss of data or information or other pecuniary loss, even if we foresee or have been advised of the possibility of such damages. The disclaimers, limitations and exclusions of liability in this Agreement apply to any of our acts or omissions or those of our representatives, affiliates, agents, suppliers or service providers, and irrespective of the nature of the cause of action, including breach of contract, negligence, tort or any other legal or equitable theory, and will survive a fundamental breach or failure of the essential purpose of this Agreement or any remedy.
d) This Agreement will be governed by and interpreted in accordance with the laws of the Province of Ontario. You agree to submit to and be bound by the laws and the courts of Ontario in the event of any disputes arising in connection with the Services or this Agreement.
e) If any provision of this Agreement is declared or found to be invalid, illegal, unenforceable or void, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is invalid, illegal, unenforceable or void. If the remainder of this Agreement shall not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law.
f) No modification, amendment, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the parties. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure in exercising any right hereunder and no partial or single exercise thereof will be deemed of itself to constitute a waiver of such right or any other rights hereunder.
g) This Agreement (including any other agreements or documents expressly referenced herein) constitutes the entire agreement between the parties with respect to its subject matter hereof and cancels and supersedes any prior understandings and agreements governing the same subject matter.
h) We may assign our rights and obligations under this Agreement at any time without notice. You agree that we may disclose information about you to any prospective assignee. You must not assign or transfer this Agreement or any rights or obligations under this Agreement, including any Rewards, in whole or in part, whether voluntarily, by operation of law, or otherwise. Any such attempted assignment will be null and void.
i) When used in this Agreement, the term “including” means “including, but not limited to” and unless the context otherwise requires, words denoting the singular shall include the plural and vice versa, and words denoting any one gender shall include all genders. The headings in this Agreement are for convenience only and do not affect the interpretation of the rest of the Agreement. When we refer to this Agreement or other agreements or documents, we are referring to this Agreement and those other agreements or documents as they may be amended, replaced or supplemented from time to time.
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