These Terms and Conditions are effective 19 July 2019.

Ideawell Corp provides a service named FindShare which offers rewards to account holders of rewards partners. Rewards partners are financial cards (physical and virtual) loyalty, and logistic companies. The rewards are from purchases made at FindShare’s merchant partners through FindShare’s rewards partners including but not limited to the website, newsletter, social media and mobile application of rewards partners (the “Reward Partner Platforms”). The use of the services (the “Services”) offered on the Rewards Partner Platforms shall be subject to these terms and conditions (the “Agreement”). This Agreement constitutes a legally binding agreement between each individual who uses the Services. By using any of the Services, you acknowledge that you have read and understood this Agreement and agree to be bound by all of its terms. FindShare reserves the right to modify this Agreement from time to time, with or without notice, and your continued use of any of the Services shall constitute and be deemed to be your acceptance of such modification and your consent to abide by any terms thereof.

1. Service License

   Subject to this Agreement, FindShare hereby grants you a revocable, non-exclusive, non-transferable license (without the right to sublicense) to access and use the Rewards Partner Platforms and the Services solely for your personal use. You agree that you obtain no rights other than the rights and licenses expressly granted under this Agreement. FindShare reserves the right to change, upgrade or discontinue any or all of the Services or the Rewards Partner Platforms or any feature of the Services or the Rewards Partner Platforms, at any time, with or without notice. FindShare and its licensors reserve all rights not expressly granted under this Agreement.

2. Rewards Partner Account

   Services require the user to maintain an account with the rewards partner. Use of the account and the Services (including the opportunity to earn rewards) are offered at the sole discretion of FindShare and subject to your compliance with this Agreement.

   A failure to abide by any terms and conditions, any fraud or abuse relating to the accrual or receipt of rewards and/or other rewards, and/or any misrepresentation of any information furnished to FindShare or its affiliates may result in your rewards partner account account being flagged for suspicious activity and any rewards accumulated being forfeited.

   You are responsible for regularly checking your account to ensure rewards has been appropriately credited and that your account balance is up to date. You must notify FindShare of any omissions, incorrect entries or discrepancies concerning any transaction within 30 days after that transaction. FindShare reserves the right not to correct any omissions, incorrect entries or discrepancies brought to its attention after 30 days.

3. Earning Rewards

   Among the Services offered by FindShare is the opportunity to earn rewards on purchases made at our various merchant partners through our multiple Rewards Partner Platforms. Creating and maintaining an account with the rewards partner is required before a user can start earning rewards. Crediting of rewards is also subject to the various terms, conditions and requirements, express or implied, associated with the crediting of rewards in general or terms, condition and obligations related to the individual promotions that would be applicable. These terms, conditions, and requirements include but are not limited to:-

   1. Requiring the user to have cookies enabled throughout when accessing the Rewards Partner Platforms and subsequently the merchant partner’s website;

   2. Not opening a separate tab or browser while accessing the Rewards Partner Platforms and then the merchant partner's website;

   3. Ensuring that after being redirected to the merchant partner’s website, the user completes the transaction before proceeding to any other website;

   4. Completing the purchase on the merchant's website within a given time frame;

   5. Not engaging in any fraudulent or dishonest conduct and/or abiding by the terms of this Agreement or any other terms and conditions stipulated by FindShare or the applicable merchant partner;

   In addition, certain purchases may be excluded from rewards. In general, rewards is earned on net purchase amount, excluding shipping and handling. However, rewards amounts and exclusions vary from merchant partner to merchant partner, and individual promotions may contain specific exclusions. Please review these terms carefully. These exclusions are subject to change without notice, and FindShare hereby disclaims any and all liability in connection with any incorrect information or failure to include information on the list of exclusions. Some examples of typical exclusions include (but are not limited to):

   1. Rewards not being eligible when purchasing promotional items or using other discount codes, coupons or other promotions;

   2. Rewards only being eligible when the transaction is completed using specified payment methods; and

   3. Different tiers of eligible rewards for different users (e.g., different tiers of rewards for new users and existing users)

4. Merchant Partner Policies

   Any products or services purchased from any merchant partner, whether through FindShare or otherwise, is governed by and subject to the applicable merchant partner's policies and terms and conditions, including but not limited to the appropriate return, cancelation, exchange, and shipping policies. You agree that we are not agents of any merchant partner and that the merchant partner operates independently and not under our control. Accordingly, your participation in offers or promotions of, or correspondence with, any merchant partner is solely between you and that merchant partner. We do not assume any liability, obligation or responsibility for any part of such correspondence, offer or promotion, including, without limitation, the withdrawal or modification of any such offer or promotion. FindShare is not responsible for changes to, or discontinuance of any merchant partner from any of FindShare’s platforms or the termination of any promotion offered by any merchant partner on any of FindShare’s platforms, or for any effect on accrual of rewards caused by such changes, discontinuance, or withdrawal. FindShare assumes no responsibility and shall not be liable for any content, product and/or services on the merchant's platforms (including but not limited to the quality, merchantability or fitness of such products or services or that such content, product and/or services do not breach any laws or regulations).

5. Top-ups and Deductions

   FindShare reserves the right from time to make top-ups and deductions from the balance in a users account where it is necessary, reasonable, or expedient to do so. This includes (but is not limited to) situations where rewards has been incorrectly credited into a user’s account and/or where a user is found to have acted fraudulently, dishonestly, or in contravention of the terms of this Agreement.

6. Redeeming Rewards

   Your rewards are automatically accrued to your rewards partner’s account on a monthly basis. There may be a minimum amount set by the rewards partner for the redemption and use of earned rewards.

7. Nature of Rewards

   For the avoidance of doubt, you do not gain any proprietary right over any monies or assets held by FindShare when you earn rewards in your account. The rewards accrued in your account does not constitute monies held on trust by FindShare for your benefit. Your rights and entitlements are solely limited to such personal or contractual rights of repayment as may arise out of this Agreement.

8. Personal Data Protection

   Personal Data collected is subject to our Privacy Policy, which is hereby incorporated by reference, and copy of which is located on FindShare’s website.

9. Taxes

   You are responsible for all taxes that may apply to amounts where you have earned your rewards. FindShare makes no representation as to the tax treatment of such amounts.

10. Fraud

    FindShare may suspend rewards privileges to your account if it has reason to believe are involved in any fraudulent or dishonest activities. Any failure to comply with this Agreement, any fraud, dishonesty or abuse relating to the use of the services or your account, or any misrepresentation of any information furnished to FindShare or its affiliates by you or anyone acting on your behalf may result in the forfeiture of your accrued rewards.

11. Third-Party Rights

    A person who is not party to this Agreement has no rights to enforce any terms of this Agreement.

12. Ownership

    All rights, title, and interest in the Services, the Rewards Partner Platforms, and the Content associated with or on the same belong to FindShare or its licensors. Additionally, FindShare shall maintain all rights, title, and interest in "FINDSHARE,” and any other marks, service marks, trademarks, or logos of FindShare (the “FindShare Marks”) that are registered in Philippines and other countries. The FindShare Marks may not be used in connection with any non-FindShare product or service in any manner that is likely to confuse customers, or in any way that disparages or discredits FindShare. You shall not by any means bid on, apply for, register, own or control any keywords or marks containing “FINDSHARE” or anything substantially similar to “FINDSHARE” or any other FindShare Mark including, without limitation, FindShare.com, FindShare.sg, FindShare.com.sg FindShare.my, FindShare.co.id, FindShare.ph, FindShare.co.th, myFindShare.co.th, FindShare.co.tw, and FindShare.com.au with any search engine, domain service provider, or any intellectual property office whatsoever. You shall not mention or use FindShare in any ad text, extension, or banner ad without the express written consent of FindShare. All other trademarks not owned by FindShare that are used in providing the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by FindShare.

13. Indemnification

    You agree to indemnify FindShare, any merchant partners, as well as their respective officers, directors, employees, successors, agents, and affiliates, for any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to your breach of this Agreement or for any materials in any form whatsoever that are provided by you (or through your username and/or password). You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim. We reserve the right, in our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

14. Warranty Disclaimer

    The Services, content, and the Rewards Partner Platforms are provided “as is” and without warranty of any kind, express or implied, including without limitation, warranties of title, merchantability, fitness for a particular purpose or non-infringement. We make no warranty as to the quality, accuracy, currentness, completeness, reliability or validity of the Services, content or the Rewards Partner Platforms, including without limitation, any product search results, product descriptions, product availability, pricing information advice, opinion, statement, recommendations, or other information displayed, uploaded or distributed in connection with the Services. FindShare does not warrant that the functionality of the Rewards Partner Platforms will be uninterrupted or error-free, that defects will be corrected, or that they will be free of viruses or other harmful content. Further, FindShare does not warrant, guarantee or make any representations regarding the quality of, or accuracy of advertisements for, any products or services offered or provided by its affiliate stores in conjunction with the services.

15. Limitation of Liability

    To the maximum extent permitted by applicable law, in no event shall FindShare be liable for any special, incidental, consequential, exemplary, punitive or other indirect damages or any lost profits, lost data or loss of use damages, even if it has been advised of the possibility of such damages. To the maximum extent permitted by applicable law, FindShare’s maximum aggregate liability arising out of this agreement will not exceed US$100.

16. Governing Law and Arbitration

    This Agreement, including any amendments thereto that FindShare may from time to time make at its discretion, are governed by and construed under the laws of the Republic of the Philippines. All suits arising out of the interpretation and enforcement of the provisions of this agreement shall be filed in the courts of Makati City, Philippines, only.

17. Assignment

    You may not assign your rights and obligations under this Agreement, in whole or in part, without prior written consent, and any such assignment without such consent will be null and void.

18. Headings

    Headings under this Agreement are intended only for convenience and shall not affect the interpretation of this Agreement.

19. Waivers / Severability

    Any failure to enforce any provision of this Agreement on the part of FindShare will not be deemed a waiver of that provision. Any waiver of any provision of this Agreement by FindShare on one occasion will not be considered a waiver of any other provision or such provision on any other time. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions.

20. Entire Agreement

    This Agreement (together with the additional terms and conditions referred hereto or generally) represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements and representations, written or oral (including without limitation, earlier version of this Agreement that may have been accepted by you). We reserve the right to modify this Agreement at any time. Your continued use of any of the FindShare services or continued maintenance of an account with FindShare shall constitute and be deemed to be your acceptance of such modifications and your consent to abide by any terms thereof.