Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Newrons ("Company," "we," or "us") governing your access to and use of the Newrons website and mobile application (collectively, the "Platform").

By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Platform.

Newrons is a loyalty and rewards platform that connects participating brands with their customers through real-world perks, rewards, and exclusive access. The Platform enables customers to earn and redeem digital reward credentials that unlock physical goods, services, memberships, and event access at participating brand outlets. Payments for goods, services, and event access processed through the Platform are handled by our third-party payment processor.

3.1 Account Creation

To access certain features of the Platform, you must register for an account. You agree to provide accurate, current, and complete information and to update this information to maintain its accuracy.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breaches

4.1 Reward Records

When you earn or acquire a reward through our Platform:

• The reward is associated with your account and logged in our secure reward records
• A reward entitles you to the real-world benefit described at the time of issuance (for example, a discount, a membership, event access, or a physical item)
• Your right to redeem is subject to the terms set by the issuing brand and any expiration period stated at issuance

4.2 Intellectual Property Rights

Unless explicitly stated:

• Earning a reward does not transfer copyright or other intellectual property rights in brand content, artwork, or branding
• You may not reproduce, distribute, or create derivative works based on brand content without the brand's permission
• You may use the reward as intended under the terms set by the issuing brand and these Terms

4.3 Transfer of Rewards

Where the issuing brand permits, you may transfer eligible rewards to other Newrons members, subject to:

• Any restrictions set by the issuing brand (some rewards are non-transferable)
• Compliance with these Terms and applicable laws

5.1 Permitted Use

You may use the Platform only for lawful purposes and in accordance with these Terms.

5.2 Prohibited Activities

You agree not to:

• Use the Platform in any way that violates applicable laws or regulations
• Impersonate any person or entity or misrepresent your affiliation
• Engage in any activity that interferes with or disrupts the Platform
• Attempt to gain unauthorized access to the Platform or its systems
• Use any robot, spider, or other automated device to access the Platform
• Circumvent any technological measures implemented for security or rights management
• Create, list, or distribute counterfeit or unauthorized rewards, or impersonate a participating brand
• Engage in market manipulation or fraudulent activities
• Post, upload, or transmit any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• Infringe upon or violate the intellectual property rights of others
• Distribute malware, viruses, or any other malicious code

5.3 User-Generated Content

Our Platform may allow you to create, upload, post, send, or store content, including messages, text, photos, videos, and other materials ("User Content"). By providing User Content on or through our Platform, you represent and warrant that:

• You own or have the necessary rights to use and authorize us to use all intellectual property rights in and to any User Content
• Your User Content does not violate these Terms, applicable law, or the intellectual property or other rights of any third party
• Your User Content does not contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable

5.4 License to User Content

By posting User Content, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, copy, modify, create derivative works based on, distribute, publicly display, and otherwise exploit such User Content in connection with operating and providing our Platform and services.

5.5 Content Removal

We reserve the right to remove any User Content that violates these Terms or that we determine, in our sole discretion, is harmful, offensive, or otherwise unacceptable. We are not responsible for the accuracy, completeness, appropriateness, or legality of User Content.

6.1 Payment Processing

Payments for physical goods, services, memberships, and event access purchased through the Platform are processed by Stripe, Inc. By making a payment through the Platform, you also agree to Stripe's Terms of Service and Privacy Policy. We do not store full credit or debit card numbers on our servers.

6.2 Pricing and Charges

Prices are displayed in U.S. dollars or the local currency indicated at checkout. All amounts due are charged at the time of purchase. We may change prices at any time, but changes will not affect transactions already completed.

6.3 Refunds

Refunds for purchases of physical goods, services, memberships, or event access are governed by the policy of the issuing brand. You may request a refund by contacting the brand directly or by contacting our support team, who will route the request to the issuing brand. Newrons may facilitate refund requests but does not control the refund policies of participating brands.

7.1 License

We grant you a revocable, non-exclusive, non-transferable license to use the application on compatible devices you own or control.

7.2 App Store Terms

You must comply with all applicable third-party terms of service when using the application (e.g., Apple App Store or Google Play Store terms).

7.3 Apple App Store Specific Terms

If you download our app from the Apple App Store, you acknowledge and agree that:

• These Terms are between you and Newrons only, not with Apple
• Apple has no obligation to furnish any maintenance and support services for the app
• In the event of any failure of the app to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if applicable) to you
• Apple is not responsible for addressing any claims by you or any third party relating to the app
• Apple is not responsible for the investigation, defense, settlement, or discharge of any third-party intellectual property infringement claim
• You must comply with all applicable third-party terms when using the app (e.g., your wireless data service agreement)
• Apple and its subsidiaries are third-party beneficiaries of these Terms and have the right to enforce them against you
• You represent that you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and you are not listed on any U.S. Government list of prohibited or restricted parties

7.4 In-App Purchases

Our app may offer in-app purchases for digital content, features, or services. By making an in-app purchase, you agree to the following:

• All purchases are final and non-refundable, except as required by law
• You are responsible for all in-app purchases made through your device
• For purchases made through the Apple App Store, Apple's payment terms and conditions apply
• Prices for in-app purchases may change at any time without notice
• Parents and guardians are responsible for monitoring and approving purchases made by minors

7.5 Subscriptions

If our app offers subscription services:

• Subscriptions automatically renew unless auto-renew is turned off at least 24 hours before the end of the current period
• Your account will be charged for renewal within 24 hours prior to the end of the current period
• You can manage and cancel your subscriptions by going to your account settings in the App Store after purchase
• If a free trial period is offered, the subscription will automatically begin charging at the end of the trial period unless you cancel before that time

7.6 Updates

We may release updates to the application, which you may need to install to continue using all features. Some updates may be mandatory for security reasons or to comply with changes in laws and regulations.

8.1 Platform Availability

The Platform is provided on an "as is" and "as available" basis. We do not guarantee that the Platform will always be available, uninterrupted, or error-free.

8.2 Brand-Issued Rewards

Rewards are issued by participating brands and redeemable at those brands' outlets and partners. We do not guarantee:

• The continued participation of any brand on the Platform
• The availability of any specific reward, perk, or experience
• The fulfillment of brand-side obligations associated with a reward

Where a brand fails to fulfill a reward, we will use reasonable efforts to assist you, but the brand bears primary responsibility for redemption.

8.3 Third-Party Services

We are not responsible for third-party services integrated with our Platform, including payment processors, third-party event venues, and other external services. Your use of those services is governed by their own terms.

To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use of the Platform.

You agree to indemnify and hold harmless Newrons and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses arising from your use of the Platform or violation of these Terms.

11.1 Term

These Terms remain in effect while you use the Platform.

11.2 Termination

We may terminate or suspend your account and access to the Platform at any time, without notice, for conduct that we determine violates these Terms or is harmful to other users, us, or third parties, or for any other reason.

11.3 Effect of Termination

Upon termination:

• Your right to use the Platform will immediately cease
• We may delete or limit access to your account data
• Any rewards you've earned may become inaccessible through your account; eligibility for any pending redemptions will be determined according to the issuing brand's policy

We may revise these Terms at any time. The updated Terms will be posted on the Platform with a new effective date. Your continued use of the Platform after such changes constitutes acceptance of the new Terms.

These Terms shall be governed by the laws of Ohio, without regard to its conflict of law principles.

13.1 Dispute Resolution Process

Any dispute arising from these Terms shall be resolved through the following process:

1. Informal Negotiation: We encourage you to contact us first to discuss any concerns before resorting to formal dispute proceedings. We will attempt to resolve any dispute through informal negotiation within thirty (30) days from the date the dispute is first raised.
2. Mediation: If informal negotiation is unsuccessful, either party may initiate mediation by providing written notice to the other party. The mediation will be conducted by a mutually agreed upon mediator in Columbus, Ohio.
3. Arbitration: If mediation is unsuccessful, any controversy or claim will be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

13.2 Arbitration Procedures

The arbitration will be conducted in Columbus, Ohio, unless you and we both agree to another location. The arbitration will be conducted by a single arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Class Action Waiver

You and Newrons agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, you and we each waive any right to a jury trial.

13.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights pending the completion of arbitration.

13.5 Small Claims Court

Nothing in these Terms prevents you from bringing your dispute to the attention of any federal, state, or local government agencies that can, if the law allows, seek relief against us on your behalf. You can also, in some circumstances, pursue your claim in small claims court where arbitration would not be required.

13.6 Changes to Dispute Resolution

If we make any future changes to this dispute resolution section, you may reject the change by sending us written notice within 30 days of the change to the address provided in the Contact Information section.

If any provision of these Terms is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

These Terms, together with our Privacy Policy and any other legal notices published by us on the Platform, constitute the entire agreement between you and us regarding the Platform.

For questions about these Terms, please contact us at: