Terms Of Use

TERMS OF SERVICE

PLEASE READ THESE TERMS CAREFULLY

These Terms of Service (the “Terms”) constitute a legal agreement between you (“you” or “your”) and Kigo, LLC, a Delaware limited liability company (together with its affiliates, “Kigo,” “we,” “us,” and “our”). These Terms govern your use of the services provided by Kigo and its third-party service providers (“Service Providers”) described herein, and such other services that may be offered by or through us from time to time, and your use of the Account (as defined below) which establish your overall relationship with us (collectively, the “Services”, “[Optum Offers by Kigo]”, or “Program”). By signing up to use the Services through https://Kigo.io, Kigo’s APIs, the Kigo mobile application, or any other Kigo website (collectively an “Kigo Site” “[Optum Offers by Kigo]”), you agree that you have read, understand, and accept all of the terms and conditions contained in these Terms including Section 11.1 Arbitration, and also including our Privacy Policy 

We may amend or modify these Terms at any time by posting the revised terms on the Kigo Site and/or providing a copy to you (an “Amended Terms”). The Amended Terms shall be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of an Amended Agreement constitutes your acceptance of such Amended Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Account.

1. Definitions. Capitalized terms used in these Terms, but not defined in place, have the meanings given to them in this Section 1. As used in these Terms: 

“Account” means the Kigo account registered by you through the Services, and through which you can access your wallet. 

“Account Information” is defined in Section 2.3. 

“Communications” is defined in Section 12.9. 

“Content” is defined in Section 4.1.

“Counter Notice” is defined in Section 9.3. 

“Disputes” is defined in Section 11.1.

“DMCA” is defined in Section 9.1. 

“DMCA Notice” is defined in Section 9.2. 

“Indemnified Parties” is defined in Section 10.1.

“Linked Services” is defined in Section 4.8. 

“Merchant” means a retailer, merchant or other providers of goods or services that has agreed to make Offers, either directly or indirectly through a third party, available through the Services.

“Provider Agreement” or “Provider Agreements” is defined in Section 3.2. 

“Offer” means an advertised opportunity provided by a Merchant for you to receive a discount, savings, or reward through the Services or in connection with a Third-Party Rewards Program. Offers may be added or removed by Merchants or Kigo at any time and from time to time without notice to you.

“Rewards Offer” means an Offer in which you may earn a Reward by completing the qualifying activities outlined in the offer terms and conditions.  

“Discount Offer” means an Offer in which you may receive a discount, savings, or another benefit that is earned, accessed, or obtained through the Services.

“Rewards” means a promotional rewards currency which may be earned from completing the qualifying activities outlined in a Rewards Offer and may be redeemed for gift cards or other such awards as described in the program rules.  

“Receipt Verification Rewards Offer” as defined in section 7.1

“Online Rewards Offer” as defined in 7.1

“Awards” means a gift card or other redemption opportunity for which Rewards can be redeemed.

“Third-Party Rewards Programs” is defined in Section 3.2. 

“User Credentials” is defined in Section 2.5. 

2. Account Registration.

2.1 Eligibility. You represent and warrant to us that you are at least 18 years old, that you are capable of entering into a legally binding agreement, and that you reside in the United States or Canada. Your right to use the Services is conditioned upon your acceptance and compliance with these Terms. If you do not agree to be bound by these Terms, you are not authorized to use the Services, and you agree to immediately discontinue any access to or use of the Services

2.2 Registration. You must be authenticated to use the Services. By registering or using the Services you agree and represent that you have authenticated Account access solely for use by yourself, and you will not use your Account for or on behalf of any third-party. You are solely and fully responsible for all activity that occurs under your Account. We may, in our sole discretion, refuse to open an Account for you, suspend or terminate your Account or otherwise suspend or terminate your access to the Services. 

2.1 Identity Verification. To use the Services you must provide us with certain information, requested by us or our Service Providers (“Account Information”). Such information may be used for identity verification, providing Services to you, the detection of money laundering, terrorist financing, fraud, or any other financial crimes, compliance with applicable laws and regulations, and for other purposes described in our Privacy Policy.You agree that Kigo and its Service Providers may keep a record of such information. You represent that any such information provided to us will be accurate and complete. Further, you agree that if there are ever any changes relating to your Account Information you will immediately update your Account Information, and if we request additional Account Information from you, we may condition your further use of the Services and access to your Account upon your provision of such additional information. You can withdraw your consent for our future use of Account Information at any time by closing your Account. However, we may retain and continue to process your Account Information if we reasonably believe it is necessary in order to comply with laws or regulations and to facilitate the closing of your Account and you hereby consent to such uses of your Account Information. In addition, such information may be assigned or transferred in accordance with these Terms and the Privacy Policy.

2.4 Inquiries. You authorize us to make any inquiries we deem necessary or advisable to verify your identity and the information you provide. You acknowledge and agree that we may use third-parties in connection with the inquiries and verification. Further, you authorize us to take any action that we deem necessary or advisable based on the results of such inquiries. You acknowledge and agree that your Account Information may be disclosed to our Service Providers and to certain third-party agencies, such as credit agencies and financial crime agencies, and that these agencies may respond to our inquiries. Our use of such information will be subject to the Privacy Policy and these Terms. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or request from a governmental authority.

2.5 Security. You are responsible for maintaining security and control of any and all electronic devices, log-in credentials, passwords, hints, personal identification numbers, and any other information you use to access the Services (the “User Credentials”). Any loss or compromise of the foregoing information and/or your Account Information may result in unauthorized access to your Account by third-parties and the loss or theft of any Offers or Rewards reflected in your Account. We assume no responsibility for any loss that you sustain due to compromise of your User Credentials, and you agree that we shall have the right to assume that you have authorized each transaction that occurs using your User Credentials. You agree to cooperate with us during the investigation of any suspected unauthorized access to or use of your Account or the Services using your User Credentials. You agree to provide us with accurate and current information throughout the investigation. You agree to perform any tasks we reasonably require to manage or report a security breach or fraud. You are responsible for keeping your email address, telephone number and other Account Information up to date in your Account profile, and for ensuring that any emails we send to you are permitted by any spam or other email blocker implemented by you or your email service provider, so that you can receive any notices or alerts that we send you. We assume no responsibility for your failure to follow or act on any notices or alerts that we send to you. IN THE EVENT YOU BELIEVE YOUR ACCOUNT OR USER CREDENTIALS HAVE BEEN COMPROMISED, CONTACT KIGO SUPPORT IMMEDIATELY AT support-hba@optumoffers.com. 

2.6 Closing Your Account. You may close your Account and terminate your relationship with us by contacting Kigo support at support-hba@optumoffers.com, but you will remain liable for all obligations related to your use of the Services even after your Account is closed.  Offers and Rewards in your Account are not transferrable. If you choose to close your Account and any Offers or Rewards remain, you will permanently lose all access to such Offers and Rewards. 

3. Programs.

3.1 Offers and Awards. We have the right, in our sole discretion, to determine the types of and specific Offers and Awards available to you through the Services. Kigo does not endorse any Offers or Awards in any way and has not reviewed or approved of the contents of any Offers or Awards. Offers and Awards are managed and controlled by the Merchants offering such Offer or Awards and Kigo does not guarantee that any Offer or Award will be redeemed or honored by the offering Merchant. Kigo shall not be liable to you if a third-party (including a Merchant or Service Provider) fails to redeem or honor any Offer or Award. A Merchant or Kigo may add or remove any Offer or Award from the Services at any time, for any reason, without notice, or other restriction or penalty. In addition, certain Offers and Awards presented, stored or accessed through the Services may be provided by Service Providers or other third-parties and may be subject to additional terms imposed by such Service Providers or third-parties.     

3.2 Additional Agreements; Third Party Programs. From time to time, as a condition of your use of the Services, you may be required to establish direct relationship with one or more Service Providers or other third-parties by agreeing to terms and conditions or entering into one or more agreements with them (each, a “Provider Agreement”, and collectively, the “Provider Agreements”). In addition to these Terms, your use of the Services, will be subject to the terms of any such Provider Agreements. Through the Services, Offers and Rewards from third-party rewards programs you enroll in may be available to you (“Third-Party Rewards Programs”). Offers, Rewards, and any use of the Services in connection with a Third-Party Rewards Program, are subject to the terms, conditions policies and other requirements of such programs, as the same may be in effect from time to time.  

3.3 Unclaimed Property. If certain types of digital asset rewards or Awards are in your Account, and we have no record of you accessing the Services for three years and we are unable to contact you using the information you provided, applicable law may require us deliver any such assets to the applicable state or jurisdiction as unclaimed property. 

4. Access and Use. 

4.1 Provision of Access. All content included in or made available through the Services, Kigo Site or any related content, materials and information such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (collectively, the “Content”) is the property of Kigo, its Service Providers or its or their respective affiliates or content providers and protected by United States and international copyright laws. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of these Terms, to access and use the Services, Kigo Site, and Content solely for purposes approved by us from time to time. Any other use of the Services, Kigo Site or Content is expressly prohibited and all other right, title, and interest in the Services, Kigo Site or Content is exclusively the property of Kigo and its licensors.

4.2 Use Restrictions. You agree that you will not use the Services, Kigo Site, Account or Content for any purposes beyond the scope of the access granted in these Terms. You further agree you will not, and you shall not direct or permit any third-party to, copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part without our prior written consent. 

4.3 Reservation of Rights. Except for the limited license to access the Services identified in Sections 5-8, you acknowledge and agree that nothing contained in these Terms shall be construed as granting or conferring, by implication, estoppel or otherwise, any right, title, or interest to any intellectual property, including any (a) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know how, information, or technical data, (b) copyright protected works, copyright registrations, mask works, mask work registrations or applications in the United States or any foreign country, (c) trademarks, trademark registrations, service marks, logos or applications therefor in the United States or any foreign country, (d) trade secrets, or (e) any other tangible or intangible proprietary rights anywhere in the world.

4.4 Accessibility. You acknowledge and agree that at times the Services may be inaccessible or inoperable for any reason whatsoever, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures or repairs which we may undertake from time to time without notice to you, or (c) causes which are beyond our control or which are not reasonably foreseeable and that we shall not be liable to you for any losses resulting from such inaccessibility or inoperability. We do not represent that the Kigo Site or other Services will be available without interruption. We shall not have any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. You should also be aware that SMS (i.e., text messages) and email services are vulnerable to spoofing and phishing attacks and you should use care in reviewing messages purporting to originate from us. Always access your Account through the Kigo Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice. We will never ask you for your Account password over the phone. 

4.5 Suspension and Termination. We may suspend, restrict, or terminate your access to any or all of the Services and deactivate or cancel your Account, with immediate effect for any reason at our sole discretion and are under no obligation to disclose the details of its decision to take such action with you.

4.6 Fraud, Misuse, Abuse or Suspicious Activity. If we see evidence of fraud, misuse, abuse or suspicious activity, as determined by us in our sole discretion, we reserve the right to take action against you.  This may include, without limitation and without prior notice, any or all of the following:

• Termination or suspension of your access to the Optum Offers powered by Kigo program platform and/or specific Offers 
• Cancellation of gift card orders and merchandise orders
• Claw back and removal of earned or pending Rewards or Awards
• Taking legal action to recover monetary losses resulting from any of your activities involving fraud, misuse, abuse or suspicious activity  

Some examples of fraud, misuse, abuse or suspicious activity include: 

• Utilizing Offers other than for personal, family or household use 
• Sale of gift cards and merchandise obtained through the Program

4.7 Kigo Site Accuracy. Although we intend to provide accurate and timely information on the Kigo Site, the Kigo Site (including, without limitation, content made available on the site) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. Information may also be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. 

4.8 Links to Other Sites and Services. The Kigo Site and Services may contain links to third-party websites and services, including social media (collectively, “Linked Services”). Linked Services are not under our control and we are not responsible for Linked Services or for any information or materials on, or any form of transmission received from, any Linked Services. The inclusion of a link does not imply endorsement by Kigo of the Linked Services or any association with the operators of the Linked Services. Kigo does not investigate, verify or monitor the Linked Services and has no duty to do so. We provide links to Linked Sites for your convenience only. You access Linked Services at your own risk and is subject to the terms of use imposed by the owners or licensors of such Linked Sites. We do not adopt, endorse and shall not be responsible or liable for any content, including advertising, products or other materials, on or available through any Linked Services. 

5. Discount Offers: These Rules of Use govern the use and redemption of offers, including coupons, mobile offers, boosted rewards, claim codes, promotional codes, and digital rewards available through the Kigo Site 

5.1 Presenting and Redeeming Offers.

• Present your coupon and/or mobile device to a participating merchant at the time you request your bill or as instructed in the Offer.
• The merchant will retain your printed coupon.  You will be asked to show your phone when redeeming mobile offers.  For mobile Offers, you may be asked to show the redemption screen and/or complete the onscreen redemption steps.
• Special discounts for car rentals, airfare, select hotels, and entertainment activities and venues are available by using codes contained on offers and/or by completing bookings through the link to merchant’s websites.
• For restaurants offering a complimentary “menu item” when a second is purchased, a “menu item” is a main course or entrée item.

5.2 Eligibility and Valid Use.

• Offers are for personal, noncommercial use by the individual member or authorized account holder and are nontransferable unless expressly permitted.
• Offers are not valid with other discounts, coupons, or promotional programs unless expressly stated.
• Offers are subject to the maximum dollar value or percentage off limits stated on the Offer.  The least expensive eligible item(s), up to the Offer’s stated maximum, will be deducted, or the discount will apply up to the stated maximum.
• One Offer per two people unless otherwise stated.  Unless the Offer specifies otherwise, up to three Offers may be used per party.  Where an Offer states “one bill per table,” only one Offer may be redeemed per table.  When dining, customary gratuity should be calculated on the total bill before any discount is applied.

5.3 Exclusions and Restrictions.

• Discounts exclude tax, tip and/or alcohol unless expressly stated otherwise and allowed by law.
• Each offer is redeemable once per account holder and will reset in 365 days from redemption date.
• Dining offers are not valid on children’s menu items, discount priced daily specials, senior citizen rates, early bird specials, carryout/takeout, and buffets, unless otherwise noted.
• Major holidays are excluded: New Year’s Eve/Day, Valentine’s Day, St. Patrick’s Day, Easter, Mother’s Day, Father’s Day, Thanksgiving and Christmas Eve/Day.  Additionally, for Canada: Victoria Day, Canada Day, Labor Day and Boxing Day.  Please check with the merchant regarding other regional or local holidays that might be excluded.
• Coupons may not be valid in the city of San Diego.  See San Diego Municipal Code 33.2713.
• Offers are void where prohibited, taxed, or restricted by law.  Offers may not be valid in all jurisdictions.

5.4 Expiration and Timing.

• Availability and number of available usages available for each user is variable according to agreement between Kigo and the merchant partner.
• Printable offers expire 14 days from the date that the offer is printed or as stated on the coupon.
• Mobile offers are valid for ten minutes from the redemption being completed.
• Some Offers reset after a defined period (e.g., 365 days from redemption) and may be redeemable once per account holder during that period, unless otherwise stated
• As program applicable, promotional credits in accounts are deducted when you select a merchant Offer.

5.5 Prohibited Activities.

• Barter, trade, sale, purchase, auction, or transfer for compensation of Offers, membership cards, digital rewards, claim codes, promotional credits, or any component of the program is strictly prohibited unless expressly authorized by Kigo in writing.
• Offers are void if purchased, sold, bartered, reproduced, altered, or obtained by fraudulent or deceptive means.  Photocopies or reproductions are void.
• Any use of an Offer in violation of these Rules of Use renders the Offer void.  Kigo may pursue all remedies available at law or in equity.

5.6 Disclaimers.

• Offers, cards, and promotional credits are not gift cards, do not hold cash value, and may not be exchanged for cash.
• The amounts displayed as "Lifetime Savings" or “Estimated Savings” on an offer or user’s application are estimated lifetime savings only, based on totaling the average savings from offers, and not actual savings amounts. Furthermore, actual receipts are not checked, nor are transactions verified to determine how much a user actually saves at the point of sale. 
• Merchant participation can change without notice. Kigo is not responsible if any establishment breaches its obligations or refuses to accept an Offer, but will attempt to secure compliance.
• Kigo disclaims all alleged or vicarious liability for bodily injury or property damage resulting from any accident, event, or occurrence on, or resulting from the use of, a participating merchant’s premises and disclaims all warranties (express, implied, or otherwise) regarding the premises’ condition or safety.
• For Tennessee and Wisconsin:  Redemption may be subject to certain conditions and limitations, which must be stated on the coupon.  You are entitled to inspect the coupon before purchase.

5.7 Contact. For assistance, visit support@kigo.io

6. Redemptions and Awards

6.1 Gift Cards/Digital Gift Cards/E-Certificates (if applicable). Gift cards/digital gift cards/e-certificates are subject to the terms and conditions set by the issuing merchant. Information regarding expiration policies or non-usage fees, if any, will be disclosed on the product description page for the gift cards/digital gift cards/e-certificates. Gift cards/digital gift cards/e-certificates orders may not be cancelled, returned nor exchanged. Gift cards/digital gift cards/e-certificates should be treated like cash; no refunds or replacements will be provided for lost or stolen gift cards/digital gift cards/e-certificates.

6.2 Merchandise. Merchandise is subject to the manufacturer’s warranties, terms & conditions. Merchandise orders may not be cancelled once shipped. If damaged on transit, please contact Program Manager at support-hba@optumoffers.com within 2 business days of receipt to be eligible for a return authorization. Notwithstanding, neither (OPTUM) nor KIGO, LLC shall be liable for delay or lost correspondence sent by a postal service or any other form of delivery including email.

6.3 Shipping. Physical Gift Cards (if applicable) and most merchandise typically ship within 5-10 business days, although occasionally an item may take up to 30 business days to ship. Items ordered at the same time may be shipped separately. Physical Gift Cards (if applicable) can be shipped anywhere within the 50 United States, as well as the District of Columbia, Guam, the Northern Mariana Islands, Puerto Rico, the U.S. Virgin Islands, and American Samoa. Merchandise may only be shipped within the 48 contiguous United States. Shipping exceptions will be noted during checkout.

6.4 Return Policy. Digital Gift Cards and Physical Gift Cards (if applicable) are non-refundable, non-returnable and cannot be exchanged. If you receive damaged merchandise, contact Program Manager within 2 business days of original delivery date of the product.

7. Rewards

7.1 Rewards may be earned by completing the qualifying activities outlined in a Rewards Offer.  Qualifying activities may include, but are not limited to, clicking a link to a participating merchant from the Kigo site and making a qualifying purchase at that merchant within a designated period of time (“Online Rewards Offer”) or making a purchase of an eligible item at a participating retailer and submitting proof of purchase as required by the offer terms and conditions (“Receipt Verification Rewards Offer”).

7.2 Awards: Rewards may be redeemed for gift cards or other such Awards as outlined in the terms and conditions of the program or shown in the Rewards redemption experience on the Kigo Site.  Users may be required to earn a minimum amount of Rewards before they become eligible to redeem such Rewards for Awards.  Minimum Reward amount will be shown on the Kigo Site.   An Award is provided to a user when the user has accrued the required amount of Rewards and redeemed such rewards for an Award on the Kigo Site.  Users may redeem Rewards for one Award at a time.  Rewards may only be redeemed from a designated Award catalog provided by Kigo.  The required Rewards cost of Awards is determined solely by Kigo and may change without prior notice The Reward earn rate on Rewards Offers and the value of earned Rewards is determined solely by Kigo and may change without prior notice.. Rewards have no cash value and are not transferable.

7.3 All accrued  and unredeemed Rewards will expire if the account holder has had no activity in the program for a continuous period of (365) days. "Activity" may include logging into the Kigo Site, redeeming Offers, or redeeming Rewards.  Upon expiration, unredeemed Rewards are immediately forfeited, have no residual value, and cannot be reinstated. Kigo reserves the right to terminate the program, or any part of it, at any time, for any reason, without liability. If the program is terminated, all users forfeit any and all unredeemed Rewards immediately upon the effective date of termination. No compensation will be given for forfeited Rewards. Kigo will attempt to provide reasonable notice of termination, but failure to do so does not create liability.

8. Receipt Verification Reward Offers: 

8.1 Participants must submit a valid itemized receipt from a participating retailer, with receipt dates between stated program promotion criteria and within stated days of purchase. The itemized invoice must be in a clear, complete, unmodified original image. Image must be in JPG, PNG, or PDF format. The itemized receipt image must clearly display the following information: retailer, retailer location, date and time of purchase, product name, UPC or SKU, item quantity, item price, and total transaction amount.    . Any partial, otherwise incomplete, or illegible receipt image will be automatically rejected and user will be provided an opportunity to resubmit the receipt.

8.2 Apart from removable errors in code, i.e. bugs, the receipt scan process may show other errors which are a result of the imperfection of technologies developed and/or embedded in the product(s) and which can result in inaccurate and/or imprecise scanning performance. Scanning performance depends on the environment where it is used, the device or browser used for scanning, lighting, level of damage of the document, positioning of the device above the document. A manual review of rejected or filed submissions is contingent on specific program details and reward is not guaranteed as a result.

8.3 Upon successful validation and verification of the receipt, users are eligible to receive a Reward as outlined in the offer details.

8.4 In the event of a malfunction or error that results in the over-awarding of a Reward, Kigo reserves the right to adjust, revoke, or reclaim any Reward awarded in error, regardless of whether such Reward has been redeemed.

8.5 Participants agree that Kigo shall have no liability for any losses or damages arising from technical issues, including the over-awarding or under-awarding of Rewards due to receipt scan malfunctions

8.6 By participating in receipt scan reward offers, participants release and hold harmless Kigo, its affiliates, employees, and agents from any claims or damages arising out of participation, including but not limited to technical malfunctions, errors in awarding Rewards, or the inability to redeem Rewards

8.7 By uploading and/or submitting a receipt or invoice, you agree that Kigo, LLC can collect and use the purchase details in your submission. This information is used to, among other uses, confirm offer eligibility, improve services, and create reports and insights.  Your receipt data may be shared in a combined or anonymized way with third parties, but your personal information will be used only in compliance with our privacy policy. By uploading, you agree to these platform terms and our privacy policy.

9. Intellectual Property Rights; DMCA.

9.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), applicable to Internet service providers. If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:

DANNY S. KRISTAL, GENERAL COUNSEL

KIGO, LLC

2561 W Territorial Rd 

St Paul, MN 55114

(651) 917-9143

support@kigo.io

9.2 Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Kigo Site infringe your copyright, you may request removal of those materials (or access to them) from the Kigo Site by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the DMCA, the written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Kigo Site, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Kigo Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under the DMCA.

9.3 DMCA Counter Notification. If you believe that material you posted on the Kigo Site was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

• Your physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled. 
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Kigo Site may be found) and that you will accept service from the person (or an agent of that person) who provided the Kigo Site with the complaint at issue.

9.4 Repeat Infringers. It is our policy in appropriate circumstances to disable and/or terminate the Accounts of users who are repeat infringers.

10. Indemnification and Limitation of Liability. 

10.1 Indemnification. You agree to indemnify and hold Kigo, its affiliates, and Service Providers, and each of its or their respective directors, managers, officers, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other representatives (collectively “Indemnified Parties”) harmless from any and all claims, demands, investigations, causes of action, damages, debts, liabilities, including reasonable attorney’s fees arising out of or related to: (a) your use, including the use by anyone using your User Credentials, of the Services and your Account, (b) any breach or non-compliance by you or anyone using your User Credentials, of any of these Terms; (c) your, or anyone using your User Credentials, violation of law, regulation or other legal requirement; or (d) any dispute or litigation caused by your, or anyone using your User Credentials, actions or omissions. We will use commercially reasonable efforts to notify you of any such claims that are subject to your indemnification obligation.

10.2 Limitation of Liability; No Warranty. 

IN NO EVENT SHALL KIGO, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, OWNERS, AGENTS, CO-BRANDERS OR OTHER PARTNERS, EMPLOYEES, INFORMATION PROVIDERS, LICENSORS, LICENSEES, CONSULTANTS, CONTRACTORS OR OTHER REPRESENTATIVES, BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, LOSS OF DATA, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE KIGO SITE OR THE SERVICES, OR THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF OUR GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. IN NO EVENT SHALL KIGO, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, OWNERS, AGENTS, CO-BRANDERS OR OTHER PARTNERS, EMPLOYEES, INFORMATION PROVIDERS, LICENSORS, LICENSEES, CONSULTANTS, CONTRACTORS OR OTHER REPRESENTATIVES, BE LIABLE FOR ANY AMOUNT GREATER THAN $50.00. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KIGO SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. KIGO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE KIGO SITE, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. KIGO DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SERVICES AND KIGO SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT KIGO WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF REWARD DATA, OR ANY ERROR, DELAY OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA; (B) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE KIGO SITE, SOFTWARE, SYSTEMS OPERATED BY KIGO OR ON OUR BEHALF OR ANY OF THE SERVICES OR ANY WEBSITE OR SERVICE LINKED TO THE KIGO SITE; (C) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE KIGO SITE, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF OR ANY OF THE SERVICES; OR (D) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT.

WITHOUT LIMITING THE OTHER LIMITATIONS SET FORTH IN THESE TERMS, KIGO IS AND ITS SERVICE PROVIDERS ARE NOT AGENTS OF ANY MERCHANT.  MERCHANTS OPERATE INDEPENDENTLY OF AND ARE NOT UNDER OUR CONTROL. ACCORDINGLY, WE DO NOT REPRESENT OR WARRANT, OR GIVE ANY ASSURANCES THAT ANY THIRD-PARTY WILL PROVIDE REWARDS FOR ANY PARTICULAR TRANSACTION, SUPPORT ADVERTISED OR CLAIMED FUNCTIONALITY OF A REWARD. FURTHER, YOUR PARTICIPATION IN OFFERS OR PROMOTIONS OF, OR CORRESPONDENCE WITH, ANY MERCHANT OR OTHER THIRD-PARTY IS SOLELY BETWEEN YOU AND THAT PERSON. WE DO NOT ASSUME ANY LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY PART OF ANY SUCH CORRESPONDENCE, OFFER OR PROMOTION, INCLUDING WITHOUT LIMITATION THE WITHDRAWAL OR MODIFICATION OF ANY SUCH OFFER OR PROMOTION. 

11. Dispute Resolution; Waiver of Jury Trial.

11.1 Arbitration; No Class Actions. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, the Services, Kigo Site, your Account, or any Offers or Rewards (“Disputes”) shall be exclusively settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, but subject to Section 11.1 below, you or Kigo may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and you or Kigo may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). You and Kigo agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration set forth in this Section 11.1 is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force. You shall have the right to opt-out of this agreement to arbitrate and the class action waiver set forth in this Section 11.1 by providing written notice of your intention to do so to within thirty (30) days of the execution of these Terms (i.e. the date you register your Account). Witten notice must be sent to support@kigo.io. Any opt-out request postmarked after that date will not be effective, and you will continue to be bound by the terms of this Section 11.1. 

11.2 YOU AND KIGO AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CAUSES OF ACTION AGAINST THE OTHER OR ANY AFFILIATE OF SUCH OTHER PARTY, WHETHER WITH RESPECT TO CLAIMS IN CONTRACT, EQUITY, TORT OR OTHERWISE. EACH PARTY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THESE TERMS.

12. Miscellaneous. 

12.1 Governing Law. These Terms and any and all Disputes shall be controlled, construed and enforced in accordance with the laws of the State of Minnesota regardless of its choice of law provisions. 

12.2 Entire Agreement. These Terms, including the Privacy Policy any prohibited use policy posted on the Kigo Site, constitutes the entire agreement and understanding between the parties and supersedes any prior understandings, agreements or negotiations between you and Kigo with respect to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these Terms), between you and Kigo. 

12.3 Contravention and Invalidity. The invalidity or unenforceability of any particular provision of these Terms shall not affect the other provisions herein, and these Terms shall be construed in all respects as if such invalid or unenforceable provision were omitted. Further, if any provision is held to be overbroad as written, that provision should be considered to be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.

12.4 No Waiver. Nothing in these Terms shall be construed to waive rights that cannot be waived under applicable laws. No waiver, express or implied, by Kigo of a default by you under these Terms shall constitute a waiver of any subsequent default nor shall a waiver, express or implied, made by Kigo of a default by you under these Terms have any impact on Kigo’s ability to enforce these Terms to the fullest extent permitted by law.

12.5 Assignment. You shall not transfer or assign these Terms or any of your rights or licenses granted hereunder without prior written consent of Kigo. Kigo may assign these Terms and any of our rights hereunder without restriction. In the event that Kigo is acquired by or merged with a third-party (including through a sale of substantially all of its assets), we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, this these Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

12.6 Headings. The headings of these Terms are for the purpose of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.

12.7 Force Majeure. We shall not be liable for damages for any delay, interruption, or failure in the performance of Services or with respect to these Terms which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to acts of God, fire, flood, war, government regulations by direction or request, acts of civil or military authorities, market volatility, pandemic, accident, terrorist activities, labor trouble, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions

12.8 Survival. All provisions of these Terms which by their nature extend beyond the expiration or termination of these Terms, including, without limitation, sections pertaining to suspension or termination, Account cancellation, debts owed to Kigo, general use of the Kigo Site, disputes with us, and general provisions, shall survive the termination or expiration of these Terms.

12.9 Electronic Communications. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Account(s) and your use of Services. These Communications include without limitation: these Terms and policies you agree to, including updates to these agreements or policies; Account details, history, transaction receipts, confirmations, and any other Account or transaction information; legal, regulatory, and tax disclosures or statements we may be required to make available to you; and responses to claims or customer support inquiries filed in connection with your Account. We will provide these Communications to you by posting them on the Kigo Site, emailing them to you at the primary email address listed in your profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

12.10 Automated Processing and AI-Enhanced Features: Certain features of our Services, including but not limited to offer and item enrichment, categorization, personalization, and data analysis, are powered by artificial intelligence and machine learning algorithms. These tools are designed to improve efficiency and user experience. You acknowledge that AI-generated content is based on probabilistic models. While we strive for accuracy, we do not guarantee that every output will be error-free or perfectly suited to your specific requirements. Our AI features are intended to assist, not replace, professional judgment. You are encouraged to review AI-driven outputs where accuracy is critical to your business operations. By using these services, you grant us the right to process your data through these AI models to deliver the intended service. We ensure that any such processing complies with our Privacy Policy and does not compromise your data security.

12.11 Notice of Financial Incentive. We offer rewards, discounts, and exclusive deals to customers who choose to provide us with certain personal information, such as name, email, and purchase history. By participating, you agree to the collection and use of your data to provide the rewards and enhanced customer experience offered through the Program. The value of your personal information to us is reasonably related to the cost of providing these Incentives. You may opt-in by registering an account/signing up. You have the right to withdraw from the Program at any time by requesting an account deletion/contacting support. If you withdraw, you will no longer receive Program incentives.

12.12.Changes to Services; Discontinuation. Kigo reserves the right, from time to time and in its sole discretion, to modify, improve, suspend or discontinue any or all of the Services at any time. You agree that we may transfer you to a product or service that is reasonably similar to the discontinued or changed product or service, to the extent such product or service exists. We are not required to provide you with notice of any such changes, suspension, discontinuation, or transfer related to a product, service, or feature, to the extent required or applicable.

12.13 Sponsorship. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Kigo.

12.14 Relationship of the Parties. Kigo is an independent contractor for all purposes. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between you and Kigo, and you shall not have authority to contract for or bind Kigo in any manner whatsoever. 

Rev: 3.11.26