Program Terms

Effective Date: 9/27/22

THE FOLLOWING PROGRAM TERMS GOVERN YOUR ACCESS TO AND USE OF THE Magellan's Rewards WEBSITE (THE “SITE”) AND THE PROGRAM OFFERED THROUGH THE SITE, INCLUDING HOW DISPUTES BETWEEN US SHALL BE HANDLED AS DESCRIBED IN SECTION 9, BELOW, WHICH INCLUDES YOUR AGREEMENT TO INDIVIDUAL ARBITRATION AND A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY AND TO PURSUE A CLASS ACTION. ACCORDINGLY, PLEASE READ THESE TERMS CAREFULLY.

1. Program Terms.These Program Terms (the “Terms,” “Program Terms,” or “Agreement”) constitute the legally binding terms governing your use of the Site and the membership program available to you through the Site (the “Program”). Your access to and use of the Program are also subject to Privacy Policy (the “Privacy Policy”) of the Site, available at MagellansRewards.com/privacy-policy. The full details of the Program are available at MagellansRewards.com/how-it-works, which are incorporated into these Program Terms by reference.
   1. Acceptance. When you enroll in the Program, and each time you use or access the Site or Program, you signify your agreement with these Terms. If you do not agree to these Terms, you must discontinue using the Site and terminate your membership (a “Membership”) in the Program (as applicable). The Program is available to you by Potpourri Group Inc. and provided by Clarus Commerce LLC as a service provider on behalf of and for the benefit of Potpourri Group Inc. (hereinafter “PGI,” “us,” “our,” and “we”).
   2. Updates to Terms. We reserve the right to update or change these Terms at any time by posting the most current version of the Terms on the Site. We will provide notice of changes to the Terms by posting the new Terms on the Site with a new Effective Date shown or by emailing you. Such updates or changes may, without limitation, change, add, or eliminate your Membership or Program benefits, features, terms and conditions, in whole or in part, at any time without notice or compensation, even though such actions may affect your Membership or participation in any Program. All such updates or changes in the Terms shall be effective from the Effective Date set when it is posted on the Site. You should frequently check the Site and the email you associated with your account for notices, all of which you agree are reasonable manners of providing you notice. Your continued use of the Site after receiving notice of any changes to the Terms signifies your agreement to any such changes. If you do not agree to these Terms, you must discontinue using the Site and Program by terminating your Membership in the Program. 
   3. Electronic Form. By enrolling in the Program on the Site (thus becoming a “Member”), you consent to have these Terms and future communications provided to you in electronic form. You have the right to receive these Terms in non-electronic form at any time by contacting us online or send a letter and self-addressed stamped envelope to: Magellan's Rewards, 500 Enterprise Drive, Suite 2C, Rocky Hill, CT 06067.
2. Membership.
   1. Registration. You do not have to subscribe to the Program to view benefits available through this Site, but only Members can access the Program. By registering and becoming a Member, you agree to (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form, and (ii) maintain and properly update your account information to keep it true, accurate, current, and complete. If you provide information that is untrue, inaccurate, not current, or incomplete, or if we have reasonable grounds to suspect that you have, or you violate these Terms, as determined in our sole discretion, we have the right to suspend or terminate your Membership and refuse any and all current or future use of the Site and the Program (or any portion thereof). Registration is currently available to residents of the United States (excluding Iowa) and its territories (including Puerto Rico and the U.S. Virgin Islands), and consumers with APO/FPO addresses. The Program is not available to Iowa residents. There is a limit of one Membership and one introductory/premium offer per household. Also, you may not participate in more than one rewards, loyalty or membership program offered by PGI.
   2. Automatic Renewal Billing; Membership Charges. You will be charged for your Membership using the billing information you provide or authorize at the time of enrollment (your “Billing Account”). Your Membership and automatic charges will continue unless you cancel. By enrolling in the Program, you authorize your Billing Account to be charged the fees then in effect for the Program and any taxes on a recurring basis without any further authorization from you. Your enrollment might include a trial or promotional period and your non-termination or continued use of the Program during and following such period constitutes your authorization for your Billing Account to be automatically charged in accordance with and at the frequency (e.g., monthly) identified at the time of enrollment, to the same card you provided at the time of enrollment. If the amount to be charged to your Billing Account varies from the current rate set forth in your initial offer you will receive notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. We reserve the right to correct any errors or mistakes contained in your Billing Account information and to update your Billing Account information from available third-party sources. You are solely responsible for any and all fees charged to your Billing Account by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds and over the credit limit fees.
   3. Cancellation. To cancel your Membership at any time, you can send a cancellation request using the “Contact Us” link, which can be found under the “Help” tab or at the bottom of any page of the Site. You can also cancel by calling the Customer Program Department toll-free at 833-542-1030 or through the “Cancel Membership” link under the “Account” tab. Unless cancelled, your Membership will be automatically renewed as described above. If you cancel a Membership, you may use your Membership until the end of your then-current paid-for Membership term (e.g., month). Your Membership will not be renewed after your then-current term expires. You will not be eligible for a prorated refund of any portion of the monthly Membership fee paid for the then-current Membership period. Any other fees or charges incurred in connection with the Program, including bank or overdraft charges, are your responsibility. If your enrollment includes a trial period and you choose to cancel your Membership within your trial period, your access to the Program will be disabled, effective immediately, regardless of how many days are left in your trial.  
   4. Reactivating a Cancelled Account. If you cancel your Membership but want to become a Member again, please contact [email protected] for assistance.
   5. Termination.  We may suspend or terminate your Membership and your access to the Site or the Program, in whole or in part, at any time, immediately and without notice, for any reason, at our sole discretion. Any order that is deemed a commercial (non-personal) use, use in connection with a business, or a high-volume/reseller order, at our sole discretion, will not be eligible for Membership benefits, and your Membership may be suspended or terminated. In the event of such suspension or termination of your Membership by us, you are not entitled to a refund of Membership fees paid by you, and we reserve the right not to fulfill any pending benefit orders. Upon termination, you must destroy all materials obtained from the Site and the Program and all copies thereof. In the event of suspension or termination, you are no longer authorized to use or access the Program, and the restrictions imposed on you with respect to any materials downloaded from the Site or the Program and the disclaimers and limitations of liabilities set forth in the Terms shall survive.
3. Use of the Site and Program.
   1. Access and Use. The Site and the Program are for your personal, non-commercial use in accordance with these Terms. Your Membership is non-transferable. You agree that only you and your Immediate Family (defined below) may use your Membership. "Immediate Family" means you, your spouse or partner and your children living in your home. Benefits are not for resale. You agree that you will not (i) copy, display, or distribute any part of the Site, in any medium, without our prior written consent, (ii) alter or modify any part of the Site other than as may be reasonably necessary to use the Site for its intended purpose, or (iii) use the Program for any commercial benefit, including without limitation, using the Program in connection with making business purchases (e.g., bulk purchases or purchases for resale). You further agree that you will not use any automated devices, such as spiders, robots, or data-mining techniques, to catalog, download, store, or otherwise reproduce, store, or distribute content available on the Site, manipulate the Site or the Program, or otherwise exceed the limited access granted to you by us. You will take no action to interfere with, interrupt, destroy, or limit the functionality of the Site or any computer software or hardware or telecommunications equipment. You will not distribute or transmit any content or software or other computer files that contain a computer virus or other harmful component. 
   2. User Submissions. By submitting any content to the Site (“User Content”), you grant to us and our partners, licensees and successors in business a perpetual, worldwide, royalty-free, and non-exclusive license to reproduce, distribute, modify, edit, display, adapt, create derivative works from, market, and promote the User Content for any commercial purposes, and in any medium now existing or hereinafter developed, and to use your name, likeness, and any personal information you submit with the User Content without your prior approval or the payment of any compensation.
   3. Proprietary Rights.The Site and all material published on the Site, including but not limited to text, photographs, video, text, graphics, music, sounds, messages, comments, ratings, logos, trademarks, service marks and other materials, and the selection, coordination, arrangement, and enhancement of the Site content is owned by us or our service providers and licensors (“Site Materials”) and is protected by copyright, patents, trademarks, trade secrets, and/or other proprietary rights, including under the United States copyright laws and/or by state and federal trademark laws. Users are prohibited from using any Site Materials without our written permission or the written permission of the third party that may own such Site Materials. You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes any aspect of the Site or Program or any Site Materials. You may download content for your personal, non-commercial use only as provided in these Terms, provided that you keep intact all copyright and other proprietary notices. Copying or storing of content for other than personal use is expressly prohibited without prior permission from us or the copyright holder identified in the copyright notice contained in the content.
   4. Limitation on License. Except for allowing you to use the Site and the Program for your personal use as set forth in the paragraph above, when you use the Site or the Program, you are not receiving a license or any other rights from us, including intellectual property or other proprietary rights. You understand that you have no rights to the Program or any Site Materials except as we indicate in these Terms.
   5. Age Requirements.You must be at least 18 years old or the age of majority in your state of residence, whichever is older, to join and to use the Program.
4. Links. You may be able to access other websites or resources through links on the Site. Because we have no control over such sites and resources, we are not responsible for the availability of such external sites or resources, and do not endorse and not responsible or liable for any content, advertising, products, or other materials available from such sites or resources. You further acknowledge and agree that we and our service providers shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
5. Indemnity/Release. You understand that you are personally responsible for your behavior while on the Site or using the Program, and agree to indemnify and hold us and our affiliates, business partners, licensors, contractors, service providers, and their respective officers, directors, employees, and agents (collectively, “Covered Parties”), harmless from and against any loss, damage, liability, cost, or expense of any kind (including attorneys' fees) that any Covered Parties may incur arising out of or related to any products or services purchased by you in connection with the Site or the Program and in connection with a third-party claim or otherwise, in relation to your use of the Program or access to the Site, or your violation of either these Terms, applicable law, or the rights of any third party. You are solely responsible for your own interactions with any merchants accessed through the Site or To the extent permitted under applicable laws, you hereby release the Covered Parties from any and all claims or liability related to any product or Program of a merchant, any action or inaction by a merchant, including any merchant's failure to comply with applicable law and/or failure to abide by the Program Terms and any conduct or speech, whether online or offline, of any other user.
   In connection with the foregoing release, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction), which states: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
6. Disclaimer of Warranties. YOU UNDERSTAND THAT YOUR ACCESS TO AND USE OF THE SITE AND PROGRAM (INCLUDING ANY DOWNLOADS OR ANY LOSS OF DATA OR OTHER DAMAGE TO YOUR COMPUTER SYSTEM YOU EXPERIENCE FROM USING THE SITE AND PROGRAM) IS AT YOUR SOLE RISK. YOU UNDERSTAND THAT THE SITE AND PROGRAM AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THIRD-PARTY INFORMATION, PRODUCTS, AND CONTENT) INCLUDED IN OR ACCESSIBLE THROUGH THE SITE OR PROGRAM, ARE PROVIDED ON AN “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT WE MAKE NO WARRANTY THAT THE SITE OR PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU UNDERSTAND THAT WE DO NOT WARRANT THAT THE RESULTS OBTAINED FROM YOUR USE OF THE SITE OR PROGRAM WILL MEET YOUR EXPECTATIONS. NO WARRANTY OF ANY KIND, WHETHER ORAL OR WRITTEN, CAN MODIFY THE TERMS OF THE DISCLAIMER SET FORTH IN THIS DOCUMENT. YOUR USE AND BROWSING OF THE SITE IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN THE SITE OR PROGRAM, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITE AND PROGRAM. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE SITE AND PROGRAM AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THIRD-PARTY INFORMATION, PRODUCTS, AND CONTENT) INCLUDED IN OR ACCESSIBLE THROUGH THE SITE AND PROGRAM. WE RESERVE THE RIGHT TO ELIMINATE, ADD, CHANGE AND SUBSTITUTE BENEFITS AND PARTICIPATING VENDORS WITHOUT NOTICE TO YOU IN OUR SOLE DISCRETION.

   ALL CONTENT, PRODUCTS, AND THIRD-PARTY PROGRAMS ON THE SITE, OR OBTAINED FROM A WEBSITE TO WHICH THE SITE IS LINKED, ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE MERCHANTABLITY OF ANY PRODUCT OR PROGRAM ACCESSED FROM THE SITE OR A LINKED SITE. OTHER THAN AS REQUIRED BY LAW, UNDER NO CIRCUMSTANCE WILL WE OR ANY COVERED PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE OR A LINKED SITE, OR YOUR RELIANCE ON ANY PRODUCT OR PROGRAM OBTAINED FROM THE SITE OR A LINKED SITE.

7. Liability Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY COVERED PARTIES BE LIABLE TO YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU) FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF USE, PROFITS, DATA, OR OTHER INTANGIBLES, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR PROGRAMS, UNAUTHORIZED ACCESS TO AND TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS, ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE, OR NON-PERFORMANCE OF THE SITE OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS, AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. COVERED PARTIES ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS. IF ANY PART OF THESE WARRANTY DISCLAIMERS OR LIMITATIONS OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN OUR (AND THE COVERED PARTIES') AGGREGATE LIABILITY FOR ALL CLAIMS UNDER SUCH CIRCUMSTANCES FOR LIABILITIES SHALL NOT EXCEED TEN DOLLARS ($10).
8. Dispute Resolution.
   1. Agreement to Arbitrate Disputes. INSTEAD OF SUING IN COURT, YOU AND WE EACH AGREE TO ARBITRATE DISPUTES ON A BILATERAL (INDIVIDUAL) BASIS. Any and all disputes, controversies, demands, counts, claims, or causes of action between you and us and/or Covered Parties (including, but not limited to, disputes related in any way to the interpretation and scope of this clause, these Program Terms and Privacy Policy, your use of the Site and Program, and the arbitrability of the dispute) must exclusively be settled through individual, binding and confidential arbitration. THERE IS NO JUDGE OR JURY IN ARBITRATION, PROCEDURES FOR ARBITRATION ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT, AND REVIEW BY A COURT IS LIMITED. Arbitration will be subject to the Federal Arbitration Act and will be conducted by the American Arbitration Association (AAA) before one commercial arbitrator. The conduct of the arbitration will be subject to AAA's then-current rules and procedures for consumer arbitration (currently titled “Consumer Arbitration Rules”) (collectively, Rules and Procedures). YOU SPECIFICALLY AGREE THAT YOU ARE BOUND TO RESOLVE ALL DISPUTES IN ARBITRATION, AND YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT. Payment of arbitration costs will be governed by AAA's fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case we will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. We also reserve the right, in our sole and exclusive discretion, to assume responsibility for all arbitration costs imposed by AAA. Each party agrees to pay its own attorneys' fees and expenses unless there is a governing statutory provision or remedy under the governing law that requires the prevailing party to be paid attorneys' fees and expenses. Information on AAA, its Rules and Procedures, and how to start arbitration can be found at http://www.adr.org or by calling 800-778-7879.

      Notwithstanding the foregoing, to the extent the dispute arises from a violation of your or our intellectual property rights in any manner, both parties agree that the non-infringing party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court consistent with the subsections below, and both parties consent to exclusive jurisdiction and venue in such courts. Additionally, you or we may take the dispute to small claims court if the dispute qualifies for small claims court.

   2. Waiver of Class Arbitration. To the fullest extent permissible under applicable law, all disputes must be resolved by binding confidential arbitration on an individual basis. You expressly agree that no other disputes will be consolidated or joined with your dispute, whether through class arbitration proceedings or otherwise. You further acknowledge and agree any arbitrator assigned to a dispute will not and will lack the authority to conduct class arbitration or award class-wide relief and that such arbitrator will only hear your individual dispute. You acknowledge you are voluntarily and knowingly waiving any right to participate as a representative of any class of claimants pertaining to any dispute subject to arbitration, such that you will not be entitled to arbitrate any dispute as a representative plaintiff or claimant, class representative, class member, or private attorney general.
   3. Governing Law. These Terms and all disputes between the parties will be governed in all respects by the laws of the State of Massachusetts, consistent with the Federal Arbitration Act, as they apply to agreements entered into and to be performed entirely within Massachusetts between Massachusetts residents, without regard to any conflict-of-law provisions. Further, in any arbitration, both parties agree the arbitrator will honor claims of privilege and privacy recognized under Massachusetts law.
   4. Enforcement of Arbitration Award.  The arbitrator's award will be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction.
   5. Opt Out. If you do not choose to accept this binding arbitration provision, you must notify us within twenty (20) days after receipt of these Program Terms in writing and by registered mail at: ARBITRATION OPT-OUT, Magellan's Rewards P.O. Box 3335, Chelmsford, MA 01824-0935. If you notify us that you do not accept the arbitration provision of these Program Terms by that time, you may continue to be a Member for your current Membership term unless your Membership is otherwise terminated hereunder. If your Membership is continued, we have the right not to renew your Membership at the end of the twelfth (12^th) month anniversary date.
   6. Severability. If any portion of this Dispute Resolution section (with the exception of the Waiver of Class Arbitration subsection) is deemed invalid or unenforceable by any arbitrator or court of competent jurisdiction, the invalid or unenforceable portion will be severed and removed from the Terms, and the remaining portions (including the Agreement to Arbitrate Disputes subsection) will remain binding on you and us. If any arbitrator deems the Waiver of Class Arbitration subsection to be invalid or unenforceable, then the entire Agreement to Arbitrate Disputes subsection will be null and void. Under such circumstances, you expressly acknowledge and agree that the Governing Law and Jurisdiction subsections apply to any disputes between you and us, and both parties consent to exclusive jurisdiction and venue in such courts.
   7. Jurisdiction. If, in any dispute, this subsection is determined to be invalid or unenforceable, notwithstanding the Severability subsection above, or null and void by any arbitrator or court of competent jurisdiction, or if the dispute seeks injunctive remedies arising from a violation of your or our intellectual property rights, the dispute must be resolved by the United States District Court for the District of Massachusetts or a state court located in Middlesex County, Massachusetts, USA. The parties agree to submit to the personal jurisdiction of such Massachusetts state or federal courts for the purposes of litigating any such dispute. This subsection does not apply disputes made in small claims court.
9. Miscellaneous. These Terms and policies incorporated herein are the entire agreement between you and us and supersede any and all prior or contemporaneous agreements between you and us relating to your use of the Site or the Program. If any part of these Terms is determined to be invalid or unenforceable, it will not impact any other provision of these Terms, all of which will remain in full force and effect. Our failure to partially or fully exercise any rights, shall not prevent our subsequent exercise of such right or be deemed a waiver by us of any subsequent breach by you of the same or any other term of these Terms. Our rights and remedies under these Terms and any other applicable agreement between you and us shall be cumulative, and the exercise of any such right or remedy shall not limit our right to exercise any other right or remedy. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.