Vantage Points Rewards Business Partner Program & Agreement
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Vantage Card Services, Inc. (Vantage) has developed the Vantage Points Rewards Program. Business Partner (Partner) has developed a customer loyalty program and pursuant to this agreement Partner desires to buy Vantage Points as their reward currency and fulfillment solution.
By placing an order for Vantage Points, this document will be the agreement by and between Vantage and Partner.
Now therefore, in consideration of the mutual covenants and promises in this Agreement, the parties hereto agree as follows:
- Vantage, at its sole discretion, reserves the right to approve Partner's participation in the Program. Such acceptance by Vantage shall be signified by the posting of Vantage Points to Partner’s account, at which time this Agreement shall become fully enforceable without the need for any signing of the Agreement by Vantage.
- Electronically accepting this Agreement and by submitting any subsequent orders through any medium whatsoever, Partner acknowledges and signifies its agreement to the terms and conditions stated herein.
- Partner will provide a customer list to be enrolled in the Vantage Points Rewards program (Vantage Points Rewards “Members”) that will include business name, shipping address, email and number of Vantage Points to be awarded.
- Personal information provided by Partner about enrolled Members will be used by Vantage for the purpose of managing the Vantage Points Rewards program and will not otherwise be disclosed to any third party expect as required by law. See Privacy Statement.
- The Partner's acceptance of the terms of this Agreement authorizes Vantage to charge the credit card that Partner provides for the amount stated in the Fee Schedule, based on the number of Vantage Points purchased.
- ALL SALES FINAL. Purchased Vantage Points are nonrefundable, and should post to the appropriate Vantage Points account within 48 hours. Partner will pay Vantage in full in U.S. dollars by credit card prior to Vantage's the posting of any Vantage Points to any account.
- All taxes arising out of this Agreement and the purchase and distribution of Vantage Points by Partner hereunder, except for taxes on the net income of Vantage, shall be the responsibility of Partner. Partner will also be responsible for all tax reporting requirements related to such taxes.
- Any Vantage Points purchased by Partner through this agreement shall be designated to an enrolled Vantage Points Rewards member(s) or will remain in the Partner’s account as a credit balance to be designated to an enrolled member within 6 months.
- In the event of any points or financial discrepancy, the calculations under this Agreement shall be based upon data contained in Vantage's records, and the data in Vantage's records shall take precedence over the data in any other records.
- All advertising and promotional materials using "Vantage Points Rewards" marks or reward partner logos ("Marks") shall be subject to Vantage's prior written approval. Any unauthorized use of such Marks shall constitute a material breach of this Agreement and an infringement of Vantage's rights in and to such Marks. Nothing herein shall be construed as transferring to Partner any ownership or interest in the Marks.
- Partner will indemnify, defend and hold harmless Vantage, subsidiaries and affiliates, and all of their officers, directors, employees and agents from and against any and all claims, losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys fees) arising out of or relating to Partner's performance, nonperformance or improper performance in connection with Partner's loyalty program.
- The Partner shall comply with all federal, state and local laws, rules and regulations with respect to this Agreement and the purchase of Vantage Points. Vantage Points Rewards Program void where prohibited by law.
- Neither party shall be liable for delays or failure in its performance hereunder caused by any act of God, war, strike, labor dispute, work stoppage, fire, act of government, or any other cause, whether similar or dissimilar beyond the control of that party.
- Both parties understand and agree that this is a non-exclusive agreement and that Vantage may sell Vantage Points, and Partner may purchase comparable products from, any other Person or business.
- Partner may not assign or transfer this Agreement, or any right or obligation under it, without the prior written consent of Vantage.
- The resale or barter of Vantage Points by Partner violates this agreement and subjects Partner to liability for damages and litigation and Partner may have their Vantage Points Rewards Program accounts terminated or deductions of points from their accounts.
- Vantage reserves the right to terminate the Vantage Points Program with six months notice. This means the right to accumulate points and claim awards can be terminated six months after notice is given. Vantage may change the Vantage Points Rewards program rules, regulations and special offers, modify or cancel any award, change or terminate program partners, regulations, benefits, conditions of participation or points levels, in whole or in part, at any time with or without notice, even though changes may affect the value of Points already accumulated.
- "Vantage's Confidential Information" shall mean this Agreement, and any information regarding any information identified orally or in writing by Vantage as confidential immediately prior to or immediately after disclosure by Vantage to Partner. Partner acknowledges that Vantage's Confidential Information is the sole and exclusive property of Vantage. Partner shall reveal Vantage's Confidential Information only to such Partner employees who have need to know such information in order to carry out the terms, conditions and purposes of this Agreement. Partner shall, and shall cause its Employees to, for a period of five years after the date hereof, hold and maintain as confidential all of Vantage's Confidential Information and will not release or disclose same to any third party, except as necessary for the performance of this Agreement when authorized by Vantage in writing. Information shall not be subject to the foregoing confidentiality restrictions to the extent such information (i) was in possession of or known to Partner prior to Partner's execution of this Agreement; (ii) is or becomes public knowledge other than by means of a breach of confidentiality by Partner; (iii) is received by Partner from a third party that is lawfully in possession of such information and under no duty to keep it in confidence; or (iv) is required by law or court order to be disclosed to governmental or regulatory authorities. Partner will not use Vantage's Confidential Information for any purpose other than the purposes stated herein.
- This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. The courts of the State of Georgia shall have exclusive jurisdiction to settle any dispute arising out of or relating to this Agreement.
- No modifications, amendment or waiver of this Agreement or any of its terms shall be effective or binding unless made in writing and signed by both parties.
- Nothing contained herein shall be deemed to create an association, partnership, joint venture, or relationship of principal and agent between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power, or authority whether expressed or implied, to create any such duty or obligation on behalf of the other party.
- This Agreement constitutes the entire agreement between Vantage and Partner with respect to the subject matter hereof and supersedes all prior agreements or understandings, if any, whether written or oral, relating to such subject matter.
- VANTAGE, THEIR SUBSIDIARIES, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST REVENUES, LOST PROFITS OR LOST PROSPECTIVE ECONOMIC ADVANTAGE, ARISING FROM ANY PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, AND PARTNER HEREBY RELEASES AND WAIVES ANY CLAIMS AGAINST VANTAGE, THEIR SUBSIDIARIES AND AFFILIATES REGARDING SUCH DAMAGES.
THE SOLE AND MAXIMUM LIABILITY OF VANTAGE FOR ANY REASON, AND PARTNER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY PARTNER FOR THE VANTAGE POINTS PURCHASED PURSUANT TO THIS AGREEMENT. ANY CAUSE OF ACTION BROUGHT BY PARTNER MUST BE INSTITUTED WITHIN SIX (6) MONTHS AFTER THE FINAL PURCHASE VANTAGE POINTS OR BE FOREVER WAIVED AND BARRED.
THE GOODS OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED TO PARTNER "AS-IS" AND "AS AVAILABLE," AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Vantage Points Rewards Fee Schedule
| 50,000 | Vantage Points | $500 (Minimum purchase) |
| 100,000 | Vantage Points | $950 |
| 250,000 | Vantage Points | $2,250 |
| 500,000 | Vantage Points | $4,000 |
| 1,000,000 | Vantage Points | $7,500 |
| 1,500,000 | Vantage Points | $10,500 |
| 2,000,000 | Vantage Points | $13,000 |