Note: As of 7/9/2011 The Rewards Program is no longer available, see our new Referral Program
TABLE OF CONTENTS
Representations and Warranties of the Member
Guidelines for Membership in the Program
Limitation on Liability
Disclaimer of Warranties
PLEASE READ THIS URIMAGINATION.COM VIRTUAL NUMBER and HOME PHONE PLUS REWARDS REFERRAL PROGRAM AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
ONLY INDIVIDUALS OVER THE AGE OF 18 ARE ELIGIBLE TO ENTER INTO THIS AGREEMENT WITH URIMAGINATION.COM INC (“URIMAGINATION.COM”) AND PARTICIPATE IN THE PROGRAM. NO CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS, TRUSTS OR OTHER FORM OF BUSINESS OR LEGAL ENTITIES ARE ELIGIBLE TO PARTICIPATE. TO BE ELIGIBLE TO ENROLL FOR THE PROGRAM, YOU MUST BE ENROLLED AS AN ACTIVE PAYING CUSTOMER OF URIMAGINATION.COM’S VIRTUAL NUMBER SERVICE PLAN. YOU MUST ALSO HAVE INTERNET ACCESS AND A VALID EMAIL ADDRESS TO BE ELIGIBLE TO PARTICIPATE IN URIMAGINATION.COM’S VIRTUAL NUMBER REFERRAL PROGRAM. YOU MAY ONLY ACCESS YOUR URIMAGINATION.COM VIRTUAL NUMBER REWARDS REFERRAL ACCOUNT (INCLUDING VIEWING A SUMMARY OF YOUR ACCOUNT) THROUGH THE URIMAGINATION.COM VIRTUAL NUMBER REWARDS REFERRAL PROGRAM WEBSITE, WHICH IS WWW.URIMAGINATION.COM. URIMAGINATION.COM IS NOT RESPONSIBLE FOR YOUR INABILITY TO CONNECT TO THE INTERNET TO ACCESS YOUR URIMAGINATION.COM VIRTUAL NUMBER REFERRAL PROGRAM ACCOUNT.
BY REGISTERING FOR THE PROGRAM YOU ACKNOWLEDGE AND AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT REGISTER FOR THE PROGRAM. POINTS MAY BE REDEEMED ONLY FOR THE REFERRAL BENEFITS OFFERED BY URIMAGINATION.COM. URIMAGINATION.COM RESERVES THE RIGHT TO MODIFY OR TERMINATE THE PROGRAM IN ANY MANNER, IN WHOLE OR IN PART, AS DESCRIBED BELOW, EVEN THOUGH SUCH CHANGES MAY AFFECT THE REDEMPTION VALUE OF THE POINTS THAT YOU HAVE ALREADY ACCUMULATED. YOU AGREE THAT URIMAGINATION.COM RESERVES THE RIGHT TO AMEND THE TERMS CONTAINED HEREIN FROM TIME TO TIME AND IN SUCH EVENT, URIMAGINATION.COM WILL PROVIDE NOTICE OF THE AMENDMENTS TO YOU BY SENDING YOU AN EMAIL, INCLUDING IT WITH YOUR INVOICE, OR POSTING IT ON THE PROGRAM’S WEBSITE, OR ANY COMBINATION THEREOF. YOU WILL BE BOUND BY THESE TERMS AND ANY SUCH MODIFICATIONS HEREOF AND IN THE EVENT THAT YOU DO NOT WANT TO CONTINUE YOUR MEMBERSHIP IN THE PROGRAM, YOU SHOULD SEND WRITTEN NOTICE OF TERMINATION TO URIMAGINATION.COM THROUGH YOUR ONLINE ACCOUNT AND YOU WILL HAVE NO FURTHER RIGHTS TO ANY POINTS ACCUMULATED AS OF THE DATE OF SUCH NOTICE.
BY CLICKING THE “I AGREE” BUTTON WHEN REGISTERING, YOU REPRESENT THAT YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS URIMAGINATION.COM VIRTUAL NUMBER REWARDS REFERRAL PROGRAM AGREEMENT (THIS “AGREEMENT”), AS OF TODAY’S DATE, BY AND BETWEEN URIMAGINATION.COM INC, A DELAWARE LIMITED LIABILITY COMPANY (“URIMAGINATION.COM”), AND YOU, THE APPLICANT FOR THE PROGRAM (“MEMBER”).
URimagination.com maintains a referral rewards program (the “Program”) whereby URimagination.com is willing to grant the Member certain rewards in the form of points/credits, as described herein, for each qualified New Subscriber (as defined below) who is referred by the Member and who enrolls in URimagination.com’s “virtual number” service plan (“Virtual Number Plan”) or “Home Phone Plus” service plan (“Home Phone Plus Plan”); and
URimagination.com desires to offer the Member the opportunity to participate in the Program in accordance with the terms and conditions contained herein.
For good and valuable consideration, the receipt of which is hereby acknowledged, You and URimagination.com hereby agree as follows:
During the term of this Agreement, the parties hereby agree that the Member shall be entitled to receive a one (1) point credit per month (each point is currently valued in the amount of one United States dollar ($1.00), which value shall from time to time be subject to increase or decrease at URimagination.com’s sole and absolute discretion) (each, a “Point”) on the Member’s account with URimagination.com for each qualifying New Subscriber (as defined below) that the Member refers to URimagination.com’s Virtual Number Plan through the Program’s website. In order to qualify as a referral through the Program’s website and under this Agreement, said referral must be reflected as a referral on the electronic records of URimagination.com and referred the New Subscriber must become paying customers of URimagination.com’s Virtual Number Plan within ninety (90) days from the date that the Member refers the New Subscriber. The Member shall be entitled to receive one (1) Point each month for each New Subscriber that the Member refers to URimagination.com for as long as both the Member and each such New Subscriber remain a paying customer of URimagination.com’s Virtual Number Plan, unless this Agreement or the Program is sooner terminated in accordance with the terms and conditions contained herein. Only referrals that are made electronically through the Program’s website qualify under the Program. A “New Subscriber” to the URimagination.com Virtual Number Plan means: (a) a natural person who is at least 18 years of age and is a resident of the United States (excluding any U.S. territories, including Puerto Rico), has the capacity to enter into legally binding contracts, is a personal friend or acquaintance of the Member and who is a first-time customer of URimagination.com; and (b) who activates a new URimagination.com subscription for the Virtual Number Plan during the term of this Agreement using URimagination.com’s website and provided, that (i) such person uses a valid email address at the time he or she activates his/her subscription account with URimagination.com, (ii) such person remains a subscriber of the Virtual Number Plan for at least thirty (30) days from the activation date, (iii) such person is not delinquent with respect to payments on its URimagination.com Virtual Number Plan or any other URimagination.com account to which such person subscribes, and (iv) such person affirmatively requests in writing (including by electronic signature through a “click-the-box” mechanism) that such person’s account information and status as a subscriber (or former subscriber) of the URimagination.com Virtual Number Plan be disclosed by URimagination.com to the Member. The Member hereby agrees that only one member of the Program can accrue Points for each New Subscriber. URimagination.com specifically reserves the right to audit the number of accrued Points accruals at any time and from time to time, including without limitation after such Points have been awarded and at the time of redemption, in order to ensure compliance with the terms of this Agreement and to take all necessary action permitted by this Agreement or applicable law in the event of fraud, malfeasance, or any other noncompliance by the Member.
Points are eligible for redemption once credited to the Member’s account. Points can only be redeemed by the Member (who accrued them) and only on the Program’s website. Each month, all then accrued Points for the then previous month or any prior month shall automatically be used by URimagination.com (and be deemed redeemed by the Member) and be applied to the Member’s then current monthly invoice arising from the Member’s subscription to URimagination.com’s Virtual Number Plan to the extent of any balance owed by the Member thereunder (the “Automatic Monthly Redemption”). In the event that after taking into account the Automatic Monthly Redemption, in any given month, the Member holds accrued Points on the Member’s account in excess of all of the Member’s obligations to URimagination.com under the Virtual Number Plan, the Member shall have the right (but not obligation) at that time to elect to redeem any accrued excess Points by visiting the Program’s website and directing URimagination.com to upgrade the Member’s then current URimagination.com Virtual Number Plan or purchase other URimagination.com products or services. Accrued Points are always subject to forfeiture as set forth herein. Once Points have been redeemed, they may not be returned or refunded to the Member’s account for any reason. Points cannot be combined with any other method of payment or with other promotions, coupons, or special offers, except where explicitly designated by URimagination.com in its sole and absolute discretion. In no event shall any Points be redeemable for cash or other form of benefit.
Representations and Warranties of the Member
Member hereby represents and warrants that the Member is an individual who is at least 18 years of age as of the date of this Agreement and is a resident of the United States (excluding any U.S. territories, including Puerto Rico), has the capacity to enter into legally binding contracts, and currently is a subscriber to the Virtual Number Plan.
Member agrees to at all times during the term of this Agreement to provide to URimagination.com and maintain with URimagination.com accurate, current, and complete information about the Member and the Member agrees that the Member must maintain the accuracy, currency, and completeness of the Member’s personal information to maintain eligibility for the Program. If the Member provides any data that is untrue, inaccurate, not current or incomplete, Member understands and agrees that URimagination.com has the right in its sole discretion to suspend, refuse, or terminate the Member’s current or future use of any Points.
The Member may maintain only one (1) URimagination.com account for the Program and points or other forms of credit relating to different URimagination.com program accounts may not be combined.
URimagination.com shall use commercially reasonable efforts to credit the Member’s accounts with accrued Points on a timely basis whether through the Automatic Monthly Redemption or otherwise. However, the Member shall have the responsibility of ensuring that the Member’s Points are properly credited. Any claim by the Member for Points not credited accurately must be received in writing by URimagination.com within sixty (60) days of the date that such Points accrue. For any claim for uncredited referral Points, the sixty (60) day period begins on the date that the New Subscriber (as defined below) activates a new URimagination.com Virtual Number Plan account. URimagination.com shall have no liability to the Member or any other person for (i) any printing, production, typographical, mechanical or other errors in the URimagination.com Points summaries distributed by either URimagination.com or its affiliates, (ii) any delay or failure to credit URimagination.com Points to the Member’s account, or (iii) any failure to provide URimagination.com account summaries as outlined herein.
By registering for and being a member of the Program, the Member shall maintain the confidentiality of the Member’s account information and password and be responsible for restricting access to the Member’s account and the Member’s computer. Further, the Member agrees to accept sole responsibility for and agrees to hold URimagination.com and its affiliates harmless for all claims and other damages that arises with respect to any disclosure or misuse of the Member’s account and password. The Member hereby authorizes URimagination.com to act on all instructions received from the Member and the Member’s Program account.
The Member’s account for the Program may be closed at URimagination.com’s sole discretion for any reason or no reason. Each accrued Point shall automatically expire twenty (24) months after the date initially accrued unless this Agreement or the Plan is sooner terminated in accordance with the terms set forth herein. It is the sole responsibility of the Member to be aware of the expiration of the Member’s Points. No redemptions, extensions or other exchanges will be permitted for expired Points.
Guidelines for Membership in the Program
The Member hereby acknowledges and agrees to the following:
Membership in the Program and its benefits are offered to the Member at the sole discretion of URimagination.com. URimagination.com and its affiliates reserve the right to change, limit, modify, increase, decrease, or cancel the Program, Points, Point redemption values, benefits, reward levels, conditions of participation, rules for issuing, redeeming, retaining, using or forfeiting Points and rewards, the Automatic Monthly Redemption or any other aspect of the Program, in whole or in part, at any time, with any reason or no reason, even though such changes may adversely affect the redemption value of the Points already accumulated, the ability to use accumulated Points, or the ability to obtain certain benefits.
Notwithstanding anything contained in this Agreement to the contrary, the awarding and redemption of Points is void where prohibited by law. The accumulation of Points is subject to the terms and conditions of this Agreement. Points accrued under the Program do not constitute property, do not entitle the Member to a vested right or interest, and have no cash value. No Points are transferable or assignable. The sale, solicitation, trade or other trafficking of the Points or referrals is strictly prohibited. The value of the Points and the availability of benefits available for redemption are subject to change at any time upon notice from URimagination.com. Any notice given by URimagination.com hereunder may be in the form of an electronic mail or similar written message to the Member, inclusion on an invoice, or by a conspicuous posting on the Program’s website. The Member hereby agrees to visit the Program’s website from time to time in furtherance of the foregoing.
Participation in the Program is subject to the terms contained in this Agreement, as amended from time to time, as well as any policies, restrictions, and procedures that URimagination.com may adopt from time to time, including without limitation any conditions applicable to specific benefits available for redemption. URimagination.com may amend this Agreement, the Program and any other applicable policies, restrictions, and procedures at any time. Member hereby acknowledges and agrees that URimagination.com has the discretion to interpret and apply in good faith the terms of this Agreement. The Member’s continued enrollment in the Program, following the posting of conspicuous notice of any amendment or modification on the Program’s website, indicates the Member’s acceptance of any such modification to the terms and conditions hereof. Notwithstanding anything contained herein to the contrary, if at any time the Member wants to revoke the Member’s acceptance of the terms and conditions of this Agreement including without limitation any subsequent amendments or modifications thereto, or otherwise becomes dissatisfied with the Program, the Member’s sole remedy is to terminate participation and membership in the Program by written notice to URimagination.com.
Any failure to abide by the terms and conditions contained in this Agreement or any policies, restrictions, or procedures implemented by URimagination.com in connection with the Program, any conduct detrimental to URimagination.com, or any misrepresentation or fraudulent activities in connection with the Program may result, in addition to any rights or remedies available to URimagination.com at law or in equity, in the termination of this Agreement and the Member’s membership in the Program, as well as forfeiture of Points accrued to date and any other benefits accrued in connection therewith, in URimagination.com’s sole discretion. URimagination.com reserves the right to invalidate Points from the Member’s account if it determines that such Points were improperly credited to such Member’s account or obtained fraudulently. URimagination.com reserves the right to delay the processing and redemption of any Points (including without limitation through the Automatic Monthly Redemption) without notice to the Member, in order to assure compliance with the terms and conditions outlined herein. In the case of fraud or abuse involving Points, Point credit, the Program, or reward use, URimagination.com and its affiliates have the right to pursue all legal and other action permitted by law, and all Points accrued through the Program shall be deemed immediately forfeited and the Member’s rewards account shall be closed by URimagination.com.
All transactions arising from this Agreement or the Program are subject to review and adjustment by URimagination.com. URimagination.com reserves the right to invalidate Points posted to the Member’s account upon notice that the Member did not comply with the terms and conditions contained in this Agreement. No person other than the Member may accrue Points on the Member’s account.
The terms and conditions of earning and accruing Points is subject to modification or limitation at any time in accordance with the terms set forth in this Agreement and any Program policy, in URimagination.com’s sole discretion, and URimagination.com expressly reserves the right to establish additional means of accruing Points, to delete any or all of the currently recognized means of accruing Points, to exclude specific types of transactions or, to the fullest extent permitted by applicable law, to make Points selectively available to certain members based upon factors in its sole discretion.
This Agreement shall immediately and automatically terminate as of the earliest of the following to occur: (i) the Member ceases to be enrolled in a Virtual Number Plan or in the event that the Member’s account with URimagination.com becomes more than thirty (30) days past due, (ii) the Member’s breach of this Agreement or the Program, or (iii) the Member becomes permanently disabled or dies. In addition, the Member hereby agrees that URimagination.com may terminate the Program or this Agreement at any time for any reason or no reason. In such an event, URimagination.com shall give notice to the Member at least thirty (30) days (or such longer period if explicitly required by applicable law) prior to the date that such termination becomes effective, during which time the Member may still accrue and redeem Points unless otherwise determined by URimagination.com in its sole discretion. All Points must be fully redeemed prior to the effective date of termination or any unredeemed Points shall be deemed forfeited. The Member agrees to not rely upon the continued availability of the Program or any Points accumulated in determining when to redeem any rights thereunder.
URimagination.com may at any time and from time to time, with or without notice, suspend or disable the Program’s website for maintenance or upgrades. URimagination.com will not be responsible for the Member’s inability to redeem or accrue Points for the period that the website is disabled.
Limitation on Liability
URIMAGINATION.COM SHALL NOT BE RESPONSIBLE OR LIABLE (I) FOR ANY INJURY, LOSS, CLAIM, OR DAMAGE OTHER THAN TO CREDIT TO THE MEMBER’S ACCOUNT ALL POINTS DULY EARNED BY THE MEMBER PURSUANT TO THE TERMS SET FORTH HEREIN, OR (II) FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (A) ANY ACTIONS ARISING FROM OR IN CONNECTION WITH THE PROGRAM, (B) ANY FAILURE OR DELAY BY URIMAGINATION.COM IN CONNECTION WITH THE PROGRAM (INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE ANY COMPONENT OF THE PROGRAM OR BREACH OF THIS AGREEMENT), OR (C) THE PERFORMANCE OR NONPERFORMANCE BY URIMAGINATION.COM OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE PROGRAM, EVEN IF URIMAGINATION.COM HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access, alteration, or use of record, whether for breach of contract, negligence, or under any other cause of action. Notwithstanding anything contained in this Agreement to the contrary, URimagination.com’s liability arising under this Agreement and the Program shall not in any event exceed, in total, the lesser of (i) the total sum that the Member paid to URimagination.com for its subscription to the Virtual Number Plan during the then applicable immediately preceding twenty four (24) month period, and (ii) Five Hundred United States dollars ($500.00).
Disclaimer of Warranties
EXCEPT AS EXPLICITLY SET FORTH HEREIN, URIMAGINATION.COM MAKES NO WARRANTY OF ANY KIND REGARDING THIS AGREEMENT OR THE PROGRAM. URIMAGINATION.COM EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT URIMAGINATION.COM’S OBLIGATIONS UNDER THIS AGREEMENT OR THE PROGRAM WILL BE ERROR-FREE. URIMAGINATION.COM FURTHER DISCLAIMS ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS AND TIMELINESS OF ANY CONTENT OR INFORMATION DISTRIBUTED WITH RESPECT TO THE PROGRAM. URIMAGINATION.COM EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. IF ANY APPLICABLE STATE DOES NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, THIS WARRANTY DISCLAIMER MAY BE LIMITED IN ITS APPLICABILITY TO URIMAGINATION.COM BUT ONLY TO THE EXTENT EXPLICITLY PROHIBITED BY LAW.
Member hereby agrees to indemnify and hold URimagination.com, its members, officers, agents, advisers and employees and their respective affiliates harmless against, and shall reimburse on demand for, any claim, damage, loss, liability or expense, including without limitation reasonable attorneys’ fees, asserted against, or incurred, as the case may be, by any one or more of them arising from any breach, act, or omission by Member in connection with this Agreement.
Any controversy, claim, or dispute arising out of or relating to this Agreement, or any breach thereof, or any other claim, controversy, or dispute between the parties shall be exclusively settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The parties shall choose an arbitrator within 30 days of instituting the arbitration but if the parties can not agree on an arbitrator, the AAA shall choose the arbitrator. The arbitration shall be held in Montgomery County, Maryland. Any arbitral award may be entered and enforced in any court of competent jurisdiction located in Montgomery County, Maryland.
Taxes. Member shall be responsible to pay all sales, use, transfer or other taxes, whether federal, state or local, however designated, that are levied or imposed by reason of the transactions contemplated hereby, if applicable; excluding, however, income taxes that may be levied against URimagination.com.
Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Maryland, without regard to conflicts of law principles.
Waiver. The failure of a party at any time to require performance by the other of any provision expressed herein shall in no way affect such party’s right thereafter to enforce such provision. Furthermore, a waiver by a party of a breach of any provision hereof by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.
Severability. Except to the extent that a provision of this Agreement is subject to reformation as provided below, should any provision of this Agreement be declared or determined by any court of competent jurisdiction to be unenforceable or invalid for any reason, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected thereby and shall continue in full force and effect and the invalid or unenforceable part, term or provision shall be deemed not to be a part of this Agreement. If any of the covenants, promises or agreements of this Agreement are determined by any court of law or equity, with jurisdiction over this matter, to be unreasonable or unenforceable, in whole or in part, as written, the parties hereby consent to and affirmatively request that said court, to the extent legally permissible, reform the covenant or promise so as to be reasonable and enforceable and so as to reasonably achieve the protections sought in this subsection (e). URimagination.com and the Member hereby request that said court enforce all covenants or promises as so reformed.
Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement between URimagination.com and Member with respect to the Member’s enrollment in the Program, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. Other than the policies and procedures of the Program that are adopted from time to time and made available on the Program’s website, there are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
Amendments. This Agreement may be amended by URimagination.com in accordance with the terms contained herein.
No Assignment; Successors and Assigns. Neither this Agreement nor any accrued but unredeemed Points or other benefits granted to the Member hereunder shall be assignable by the Member. Any attempted or purported assignment or other transfer not complying with the foregoing shall be null and void.
Survival. Sections 1, 3(c), 5, 6, 7, 8, 9 and 10 shall survive any termination of this Agreement.
You agree that URimagination.com may provide You with notices, including without limitation those regarding changes to the terms and conditions contained in this Agreement and the Program, by email, regular mail, or postings on the Program’s website. All notices that You are required or permitted to send in furtherance of this Agreement shall be sent by electronic mail to support@URimagination.com or such other address as provided to you by URimagination.com