Please read these Terms of Use (the "Agreement" or "Terms of Use") carefullybefore using the services offered by Seven Round Ventures Ltd. (hereinafter“Loyaltie” or the “Company”). This Agreement sets forth the legally binding termsand conditions for your use of the website at www.loyaltie.com, all other sitesowned   and   operated   by   Loyaltie   that   redirect   to  www.loyaltie.com,   and   allsubdomains (collectively, the “Website”), and the service owned and operated bythe Company (together with the Website, the “Service”). By using the Service inany manner, including, but not limited to, visiting or browsing the Website orcontributing content, information, or other materials or services to the Website,you agree to be bound by this Agreement.The   Service   is   offered   as   a   platform   enabling   an   individual,   entity   or   anorganization (the “Creator”) to create a Loyaltie Site (“Loyaltie Site”) to offer andsell goods and/or services on a recurring basis to users (“Members” and a“Membership”). The Service include features to facilitate payments, revenuepredictions, marketing and community engagement.

Acceptance of Terms

The Service is offered subject to acceptance of all of the terms and conditionscontained   in   these   Terms   of   Use,   including   the   Privacy   Policy   available   at https://www.loyaltie.com/privacy,   and   all   other   operating   rules,   policies,   andprocedures that may be published on the Website by the Company, which areincorporated by reference. These Terms of Use apply to every user of the Service.In addition, some features offered through the Service may be subject to additionalterms and conditions adopted by the Company. Your use of those features issubject to those additional terms and conditions, which are incorporated into theseTerms of Use by this reference.

The Company reserves the right, at its sole discretion, to modify or replace theseTerms of Use by posting the updated terms on the Website. It is your responsibilityto check the Terms of Use periodically for changes. Your continued use of theService following the posting of any changes to the Terms of Use constitutesacceptance of those changes.

The Company reserves the right to change, suspend, or discontinue the Service(including, but not limited to, the availability of any feature, database, or Content)at any time for any reason. The Company may also impose limits on certainfeatures and services or restrict your access to parts or all of the Service withoutnotice or liability.

The Service is available only to individuals who are at least 16 years old (and atleast the legal age in your jurisdiction). You represent and warrant that if you are anindividual, you are at least 16 years old and of legal age in your jurisdiction to forma binding contract, and that all registration information you submit is accurate andtruthful. The Company reserves the right to ask for proof of age from you and youraccount   may   be   suspended   until   satisfactory   proof   of   age   is   provided.   TheCompany may, in its sole discretion, refuse to offer the Service to any person orentity and change its eligibility criteria at any time. This provision is void whereprohibited   by   law   and   the   right   to   access   the   Service   is   revoked   in   thosejurisdictions.

Account Registration

You can browse the Website without registering for an account. However, in orderto use a Membership, and to use some of our features, you’ll need to register andaccount. When you do that, the information you give us has to be accurate andcomplete. You shall not register a user name, or Loyaltie Site any name or term that(i) is the name of another person, with the intent to impersonate that person; (ii) issubject to any rights of another person, without appropriate authorization; or (iii) isoffensive, vulgar, or obscene. The Company reserves the right in its sole discretionto refuse registration of or cancel a User ID, domain name, and project name. Youare solely responsible for activity that occurs on your account and shall beresponsible for maintaining the confidentiality of your password for the Website.You shall never use another User account without the other User’s expresspermission.   You   will   immediately   notify   the   Company   in   writing   of   anyunauthorized use of your account, or other known account-related security breach.

Additionally, you shall not: (i) take any action that imposes or may impose (asdetermined   by   the   Company   in   its   sole   discretion)   an   unreasonable   ordisproportionately   large   load   on   the   Company’s   or   its   third-party   providers’infrastructure; (ii) interfere or attempt to interfere with the proper working of theService or any activities conducted on the Service; (iii) bypass any measures theCompany may use to prevent or restrict access to the Service (or other accounts,computer systems, or networks connected to the Service); or (iv) use manual orautomated software, devices, or other processes to "crawl" or "spider" any page ofthe Website.

You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverseengineer, or otherwise attempt to derive any source code or underlying ideas oralgorithms of any part of the Service, except to the extent applicable lawsspecifically prohibit such restriction; (ii) modify, translate, or otherwise createderivative works of any part of the Service; or (iii) copy, rent, lease, distribute, orotherwise transfer any of the rights that you receive hereunder. You shall abide byall applicable local, state, national, and international laws and regulations.

Service and Membership Terms

Loyaltie is a platform where Creators can offer subscriptions to goods and/orservices to Members on a recurring basis. By becoming a Creator, you are offeringthe public the opportunity to enter into a contract with you. By becoming a Memberof a Creator on Loyaltie, you as the Member accept that offer and the contractbetween Member and Creator is formed (“Membership Contract”). Loyaltie is not aparty to that Membership Contract, nor serves as a third party beneficiary of suchMembership Contract. All dealings in respect of the Membership Contract aresolely between the applicable Creator(s) and Member(s).

Loyaltie goal is to create a safe and transparent platform connecting Creators withMembers; we take our customer support seriously. If you have any reason to bedissatisfied with your Loyaltie experience please contact us and we’ll endeavour toresolve any issue to your satisfaction. We also may help facilitate the resolution ofdisputes between Creators and Members through our customer support.

Loyaltie is not liable for any damages or loss incurred related to Memberships or any other use of the Service. Loyaltie is under no obligation to become involved in disputes between any users, or between users and any third party arising in connection with the use of the Service. This includes, but is not limited to, delivery of   goods   and   services,   and   any   other   terms,   conditions, warranties, or representations associated with campaigns on the Website. Loyaltie does not oversee the performance or punctuality of Creator offerings. The Company does not endorse any Membership, product or service.

Refunds. Refunds are generally handled by the Creator, and Loyaltie has noobligation to provide any refunds or become involved with any dispute between aCreator and a Member, however Loyaltie reserves its right to issue refunds at itsown discretion were justified and commercially reasonable.

Creator Terms

A Creator is someone who creates a Loyaltie Site on Loyaltie to offer Membershipsand engage with users and Members, through different Creator’s plans (each, a“Plan”). When you become a Creator and offer Memberships through Plans, youunderstand that you are entering into separate legal agreements with bothLoyaltie and with your Members, and the following rules apply (in addition to allother Terms herein):

1. Fulfilment. Once the Loyaltie Site is active you are required to timely fulfilthe obligations specified in the Loyaltie Site and the Membership Contract,or refund any Member who is denied receiving the applicable goods orservice.
2. Creator Plans. You are obligated to define a plan for potential Members. Youcan always add new plans, however, active plans to which Members havealready subscribed to may be terminated with advanced notice to Membersand  only  upon  the  complete  fulfilment  of  any  outstanding  obligationstowards Members.
3. Be responsive. Respond promptly and truthfully to all questions posed incomments, messages, or updates including any questions or requestsLoyaltie makes to verify ability to fulfil. If you are unresponsive or if a disputearises between you and your Members, we may provide your name, legalmailing address and email address to your Members, or in the instanceswhere the law requires it.
4. Updates. Provide substantive and quality updates on a regular basis toMembers. Immediately notify Members if there are obstacles or delays.
5. Refund. If you have received payment from Members, but are unable todeliver the associated good or service, issue refunds to Members. Pleaseremember that as a Creator, you are solely responsible for fulfilling theobligations of your Loyaltie Site and delivering the goods and services. If youare unable to perform on this, or any of your other legal obligations, you maybe subject to legal action by Members. Your legal mailing address andcontact information may be shared with Members seeking legal action.
6. Comply with Laws. Comply with all applicable laws and regulations instatements concerning your Membership and Loyaltie Site, the use of goodsand services and delivery of such.
7. Be Truthful and Transparent. Creators should be ready, willing, and able tosubstantiate claims it makes, including but not limited to product featuresand capabilities, and timelines for delivery if requested. If you are unable touphold   claims,   Loyaltie   may   terminate   your   account,   withhold   funds,provide your name, mailing and email address, or take other actions toenforce its rights under this Agreement and applicable law.
8. Respect Privacy. When you use the Services by creating a Loyaltie Site, youmay receive information about Users that have become your Members,including personally identifiable information (“PII”), such as names, e-mailaddresses, and physical addresses. This information is provided to youpurely for the purpose of fulfilling the services, and may not be used ordisclosed for any other purposes, including cross-promotional marketing ofany other products including your own other products, without separate,verifiable consent from the user obtained independently from Loyaltie or theService. You will maintain, and be required to produce if requested, recordsof all such verifiable consent.
9. Comply   with   EEA   Data   Controller   Obligations.   As   a   Creator,   you   willindependently fulfill all duties required of data controllers under applicableEEA data protection law (such law shall include, but not be limited to, the EUGeneral Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”);your Privacy obligations as a Creator are further specified in our PrivacyPolicy.
10. Platform Fees. Creators are charged a platform fee as a portion of therevenue received from Memberships (the "Platform Fees"). The PlatformFees are effective on the date that the Platform Fees are posted and may beupdated from time to time. Platform Fees will be charged at the then-currentrate.
11. Taxes.   Loyaltie does not withhold funds for tax purposes and  it is yourresponsibility to determine what, if any, taxes apply to the fees you receivethrough your use of the Services. It is solely your responsibility to assess,collect, report or remit the correct tax, if any, to the appropriate taxauthority.

As a Creator, you undertake not to use the Service for any purpose that isprohibited by the Terms of Use or law. You are responsible for all of your activity inconnection with the Service. You shall not, and shall not permit any third partyusing your account to, take any action, or submit content in any context, that:

1. infringes any patent, trademark, trade secret, copyright, right of publicity,or other right of any other person or entity, or violates any law or contract;
2. you know is false, misleading, or inaccurate;
3. is   unlawful,   threatening,   abusive,   harassing,   defamatory,   libelous,deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive ofanother's privacy;
4. constitutes unsolicited or unauthorized advertising or promotional materialor any junk mail, spam, or chain letters;
5. contains software viruses or any other computer codes, files, or programsthat are designed or intended to disrupt, damage, limit, or interfere with theproper   function   of   any   software,   hardware,   or   telecommunicationsequipment or to damage or obtain unauthorized access to any system, data,password, or other information of the Company or any third party;
6. is made in breach of any legal duty owed to a third party, such as acontractual duty or a duty of confidence; or.
7. impersonates   any   person   or   entity,   including   any   employee   orrepresentative of the Company

Members Terms

A Member is someone who subscribes to services or goods on a recurringbasis from a Creator.

By purchasing a Membership from a Creator on Loyaltie, you agree to be bound bythese Terms, including without limitations the following:

1. Members agree to provide their payment information at the time theysubscribe to a Loyaltie Site. The payment will be collected immediatelywhen subscribing to an active plan, or once the plan becomes active inaccordance to its targets. The amount specified in the Membership chosenby Member is the amount that will be charged.
2. Members consent to Loyaltie and its payments partners authorizing orreserving a charge on their payment card or other payment method for anamount equal to the Membership fees at any time between the subscriptionand collection of the funds.
3. Members agree to have sufficient funds or credit available at the applicabledeadline to ensure that the Membership fees will be collectible.
4. Members may change or cancel their Membership to an inactive plan at anytime. Once the plan becomes active, your card will be debited the purchaseamount of the selected Membership. All subsequent payments will be billedin recurring increments,  depending on the type of Membership plan thatyou choose. Billing will continue until you cancel your Membership or untilthe   Plan   is   terminated   by   the   Creator.   You   can   cancel   your   activeMemberships   at   any   time,   we   will   stop   all   further   billing   and   yourMembership will expire at the end of the current billing cycle. You willcontinue to receive goods or services from the Creator. through the end ofyour billing cycle.

Fees and Payment

Fees. There are no fees for creating an account on the Platform. Creators arecharged a Platform Fee as described above. In addition, Creators are charged atransaction fee by the third-party payment processor. Transfer fees, or bankdelivery fees, are also applied each time Loyaltie sends funds to a Creator’s bankaccount. The Platform Fees and transfer fees/bank delivery fees are effective onthe date that they are posted.

Payment Processor:  Loyaltie is not a payment processor and does not hold anyfunds.  Instead, Loyaltie uses third-party payment processing partners to processfunds for the Creator (“Payment Processor”).  You acknowledge and agree that theuse of Payment Processors is integral to the Services and that we exchangeinformation with Payment Processors in order to facilitate the provision of theServices.

Third-Party Websites

The Service may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Website. When you access third-party websites, you do so at your own risk. Those other websites are not under the Loyaltie's control, and you acknowledge that Loyaltie is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Website does not imply endorsement by or affiliation with Loyaltie. You further acknowledge and agree that Loyaltie shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.

Content

You agree that the Service contains content provided by Loyaltie and its partnersand Members (“Content”) and that the Content may be protected by copyrights,trademarks, service marks, patents, trade secrets, or other rights and laws. Youshall abide by and maintain all copyright and other legal notices, information, andrestrictions contained in any Content accessed through the Service.

Loyaltie grants Creators a worldwide, non-exclusive, non-sublicensable and non-transferable license to use and reproduce the Content, solely for their personal orinternal business use. Use, reproduction, modification, distribution, or storage ofany Content for other than personal, non-commercial use is prohibited withoutprior written permission from the Company, or from the copyright holder. You shallnot sell, license, rent, or otherwise use or exploit any Content for commercial useor in any way that violates any third-party right.

Copyright Infringements

We respect the intellectual property rights of others. If you believe that anymaterial available on or through the Website infringes upon any copyright you ownor control, please immediately notify us using the contact information providedbelow (a “Notification”). A copy of your Notification will be sent to the person whoposted or stored the material addressed in the Notification. Please be advised thatpursuant to applicable law you may be held liable for damages if you makematerial misrepresentations in a Notification. Thus, if you are not sure thatmaterial located on or linked to by the Site infringes your copyright, you shouldconsider first contacting an attorney.

Intellectual Property

By submitting Content to the Website or otherwise through the Service, you agree to the following terms:

The Company will not have any ownership rights over your Content you submit (“User Submissions”). However, the Company needs the following license to perform and market the Service on your behalf and on behalf of its other Users and itself. You  grant   to   the   Company   the   worldwide,   non-exclusive,   perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf to) (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit your User Submissions and your trademarks, service marks, slogans, logos, and similar proprietary rights (collectively, the "Trademarks") in connection with (a) the Service, (b) the Company’s (and its successors' and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Website (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; (iii) allow its Users to stream, transmit, playback, download, display, feature,   distribute,   collect,   and   otherwise   use   the   User   Submissions   and Trademarks in connection with the Service; and (iv) use and publish, and permit others to use and publish, the User Submissions, Trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Service. The foregoing license grant to the Company does not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions.

License

The Services are owned and operated by Loyaltie. Unless otherwise indicated, allcontent,   information,   and   other   materials   on   the   Services   (excluding   UserSubmissions), including, without limitation, Loyaltie’s trademarks and logos, thevisual interfaces, graphics, design, compilation, information, software, computercode (including source code or object code), services, text, pictures, information,data,   sound   files,   other   files,   and   the   selection   and   arrangement   thereof(collectively, the “Materials”) are protected by relevant intellectual property andproprietary rights and laws. All Materials are the property of Loyaltie or itssubsidiaries or affiliated companies and/or third-party licensors. Unless otherwiseexpressly stated in writing by Loyaltie, by agreeing to these Terms of Service youare granted a limited, non-sublicensable, and non-transferable license (i.e., apersonal and limited right) to access and use the Services for your personal use orinternal business use only.

Loyaltie reserves all rights not expressly granted in these Terms of Service. Thislicense is subject to these Terms of Service and does not permit you to engage inany of the following: (a) resale or commercial use of the Services or the Materials;(b)   distribution,   public   performance   or   public   display   of   any   Materials;   (c)modifying or otherwise making any derivative uses of the Services or the Materials,or any portion of them; (d) use of any data mining, robots, or similar data gatheringor extraction methods; (e) downloading (except page caching) of any portion of theServices, the Materials, or any information contained in them, except as expresslypermitted on the Services; or (f) any use of the Services or the Materials except fortheir intended purposes. Any use of the Services or the Materials except asspecifically authorized in these Terms, without the prior written permission ofLoyaltie, is strictly prohibited and may violate intellectual property rights or otherlaws. Unless explicitly stated in these Terms, nothing in them shall be interpretedas conferring any license to intellectual property rights, whether by estoppel,implication, or other legal principles. Loyaltie can terminate this license at any timeat its absolute discretion.

Disputes

1. Indemnification
   To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Loyaltie, its affiliated companies, and each of our respective contractors, employees, officers, directors, agents,   third-party suppliers, licensors, and partners (individually and collectively, the “Loyaltie Parties”) from any claims, losses, damages, demands, expenses, costs, and liabilities, including legal fees and expenses, arising out of or related to your access, use, or misuse of the Services, any User Submissions you post, store, or otherwise transmit in or through the Services, your violation of the rights of any third party, any violation by you of these Terms of Service, or any breach of the representations, warranties, and covenants made by you herein. You agree to promptly notify the Loyaltie Parties of any third-party claim, and Loyaltie reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Loyaltie, and you agree to cooperate with Loyaltie’s defense of these claims. Loyaltie will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming   aware   of   it.   More   specifically,   each   Creator   and  Member, as applicable, shall indemnify Loyaltie for any damages caused to Loyaltie as a result of a dispute over a Membership Contract.
2. Warranty DisclaimerLoyaltie   has   no   special   relationship   with   or   fiduciary   duty   to   you.   Youacknowledge that Loyaltie has no duty to take any action regarding any of thefollowing: which Users gain access to the Website; what Memberships and forwhich goods or services Members purchase through the Website; what effectsthe goods or services provided by Creators may have on Members; how Usersmay interpret or use the Content; or what actions Users may take as a result ofhaving   been   exposed   to   the   Content.   Loyaltie   cannot   guarantee   theauthenticity of any data or information that Users provide about themselves ortheir Loyaltie Sites and Memberships. You release Loyaltie from all liability foryour having acquired or not acquired goods or services through the Website.The Website may contain, or direct you to websites containing, informationthat some people may find offensive or inappropriate. Loyaltie makes norepresentations concerning any Content on the Website, and Loyaltie is notliable for the accuracy, copyright compliance, legality, or decency of materialcontained on the Service.
   
   Loyaltie does not guarantee that any Content will be made available throughthe Service. The Company has no obligation to monitor the Service or Content.Loyaltie reserves the right to, at any time, for any reason, and without notice:(i) cancel, reject, interrupt, remove, or suspend a Creator or Loyaltie Site; (ii)remove, edit, or modify any Content, including, but not limited to, any UserSubmission; and (iii) remove or block any User or user submitted content.Loyaltie reserves the right not to comment on the reasons for any of theseactions.
   
   The Service is provided “as is” and “as available” and is without warranty ofany   kind,   express   or   implied,   including,   but   not   limited   to,   the   impliedwarranties   of   title,   non-infringement,   merchantability,   and   fitness   for   aparticular purpose, and any warranties implied by any course of performanceor usage of trade, all of which are expressly disclaimed. Loyaltie, its directors,employees, agents, suppliers, partners, and content providers do not warrantthat: (a) the Service will be secure or available at any particular time orlocation; (b) any defects or errors will be corrected; (c) any content or softwareavailable   at   or   through   the   Service   is   free   of   viruses   or   other   harmfulcomponents;   or   (d)   the   results   of   using   the   Service   will   meet   yourrequirements. Your use of the Service is solely at your own risk.
3. Limitation of Liability and Damages
   - Limitation of Liability
   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL LOYALTIE OR THE LOYALTIE PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL,   INDIRECT,   OR   CONSEQUENTIAL   DAMAGES,   OR   ANY   OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS   OF   PROFITS,   OR   LOSS   OF   DATA,   WHETHER   IN  AN   ACTION   IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES, THE CONTENT OR THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM LOYALTIE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR  EMAIL,   ERRORS,   DEFECTS,   VIRUSES,   DELAYS   IN   OPERATION   OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING   FROM   ACTS   OF   GOD,   COMMUNICATIONS   FAILURE,   THEFT, DESTRUCTION,   OR   UNAUTHORIZED   ACCESS   TO   LOYALTIE’S   RECORDS, PROGRAMS, OR SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY   OF   LOYALTIE,   WHETHER   IN   CONTRACT,   WARRANTY,   TORT (INCLUDING  NEGLIGENCE,   WHETHER   ACTIVE,   PASSIVE,   OR   IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR TWO HUNDRED DOLLARS, WHICHEVER IS GREATER. TO THE EXTENT THAT APPLICABLE LAW PROHIBITS LIMITATION OF SUCH LIABILITY, LOYALTIE SHALL LIMIT ITS LIABILITY TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW.
   
   To the extent required by applicable law, nothing in these Terms shall restrictour liability for death or personal injuries caused by Loyaltie; for damagescaused by Loyaltie’s fraud, willful misconduct, or gross negligence; and forother losses that may not be excluded or limited by applicable law.
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   - Basis of the Bargain
   YOU   ACKNOWLEDGE   AND   AGREE   THAT   LOYALTIE   HAS   OFFERED   THESERVICES,   USER   CONTENT,   MATERIALS,   AND   OTHER   CONTENT   ANDINFORMATION, SET ITS PRICES, AND ENTERED INTO THESE TERMS OFSERVICE   IN   RELIANCE   UPON   THE   WARRANTY   DISCLAIMERS   ANDLIMITATIONS   OF   LIABILITY   SET   FORTH   HEREIN,   THAT   THE   WARRANTYDISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT AREASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND LOYALTIE,AND THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SETFORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOUAND LOYALTIE. LOYALTIE WOULD NOT BE ABLE TO PROVIDE THE SERVICESTO   YOU   ON   AN   ECONOMICALLY   REASONABLE   BASIS   WITHOUT THESELIMITATIONS.
4. Termination
   Loyaltie may terminate your access to the Service, without cause or notice, which may result in the forfeiture and deletion of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Website. Any fees paid to the Company are non-refundable. All provisions of the Terms of Use that by their nature should survive termination shall survive termination, including, without limitation,
   ownership   provisions,   warranty   disclaimers,   indemnity,   and   limitations   of
   liability.
5. Applicable Law and Venue
   These   Terms   of   Service   (and   any   further   rules,   policies,   or   guidelinesincorporated by reference) shall be governed by and construed in accordancewith the laws of the State of New York and the United States, without givingeffect to any principles of conflicts of law. You agree that the Company and itsServices are deemed a passive website that does not give rise to personaljurisdiction over Loyaltie or its parents, subsidiaries, affiliates, successors,assigns, employees, agents, directors, officers or shareholders, either specificor general, in any jurisdiction other than the State of New York. You agree thatany action at law or in equity arising out of or relating to these terms, or youruse or non-use of the Services, shall be filed only in the state or federal courtslocated in New York City in the State of New York and you hereby consent andsubmit to the personal jurisdiction of such courts for the purposes of litigatingany such action. You hereby irrevocably waive any right you may have to trialby jury in any dispute, action, or proceeding
6. Claims
   To the extent permitted by applicable law, you and Loyaltie agree that anycause of action arising out of or related to the Services must commence withinone (1) year after the cause of action accrues. Otherwise, such cause of actionis permanently barred.

Additional Terms

1. Integration and Severability
   These Terms of Use and other referenced material are the entire agreementbetween you and the Company with respect to the Service, and supersede allprior   or   contemporaneous   communications   and   proposals   (whether   oral,written or electronic) between you and the Company with respect to theService and govern the future relationship. If any provision of the Terms of Useis found to be unenforceable or invalid, that provision will be limited oreliminated to the minimum extent necessary so that the Terms of Use willotherwise remain in full force and effect and enforceable. The failure of eitherparty to exercise in any respect any right provided for herein shall not bedeemed a waiver of any further rights hereunder.
2. Miscellaneous
   Loyaltie shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Loyaltie’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with the Company's prior written consent.  Loyaltie  may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if
   transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day
   delivery by recognized overnight delivery service.
3. These Terms of Use shall in no event prevail over domestic or other laws withapplicability over the actions herein.

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Contact Information

The Services are offered by:

Seven Round Ventures Ltd. Haganim 20

Tzofit, 4492500

Israel