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Public Market Rewards Program Terms


Effective Date: September 20, 2018

PLEASE READ THESE TERMS CAREFULLY.  BY PARTICIPATING IN THE PUBLIC MARKET REWARDS PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE.  NOTE THAT SECTION 9 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS.

These Rewards Program Terms (“Terms”) apply to your access to and participation in the Public Market Rewards Program (“Rewards Program”), which is operated by Abundance Labs, Inc. and its affiliates (“Company”, “our”, “us” or “we”). When participating in the Rewards Program, you are also subject to the Public Market Storefront Terms and Conditions of Use at https://public.market/terms-of-use (“Website Terms of Use”).

  1. Program Overview

Buyers of products and services on Abundance Labs’s Public Market Storefront will receive rewards credits (“Rewards”) to their rewards account as set forth in seller’s offer. In the near future, the Company plans to launch the Patron token (“PTRN”), a blockchain-based rewards token. PTRN will exist on the Ethereum blockchain as a store of value and will contribute toward unlocking rewards in our upcoming membership program. Once the tokens have been made available to the public (the “Token Generation Event”), Rewards may be redeemed, at the option of Company, only for PTRN tokens at their then-market value (calculated based on public reports of recent prices at which PTRN has traded). If PTRN tokens are not made available to the public by March 31, 2020, you may request redemption of the amount of Rewards in your Rewards account, and Company will deliver the Rewards to you in the form of, in its discretion, either (a) USD; or (b) an equivalent credit (e.g., Public Market store credit or other value).  For clarity, if the PTRN Token Generation Event occurs, Rewards are not redeemable in USD or an equivalent credit.  The details and restrictions of the Program are set forth in these Terms.    

  1. Eligibility

Rewards Program is only available to individuals. Rewards Program is not available to corporations, businesses, charities, partnerships, enterprises, or any other entity, unless written approval is received in advance from Company, in its sole discretion.

  1. Modification

Company reserves the right to change, modify and/or eliminate the Rewards Program and/or all or any portion of these Terms or any policy pertaining to the Rewards Program at any time and in its sole discretion, including our right to discontinue or change the benefits received under the Rewards Program, merge the Rewards Program with another rewards program, or to adjust how PTRN are earned, calculated or redeemed.  If we make changes, we will post the amended Terms to https://public.market/terms-of-use and update the “Effective Date” above.  We may also attempt to notify you in other ways.  Unless we say otherwise, the amended Terms will be effective immediately and your continued activity on the Public Market Storefront and participation in the Rewards Program after the amended Terms are posted will confirm your acceptance of the changes.

  1. Privacy

Please review our Privacy Policy at https://public.market/privacy-policy to learn about our privacy practices.

  1. Earning Rewards

In order to participate and earn Rewards in the Rewards Program, you must:

  1. Create a Public Market Account and agree to terms.  Create an account or log-in to https://public.market. By creating an account and logging-in you agree to the Public Market Storefront Terms of Use and these Terms;

  2. Make purchases on Public Market.  When you make a purchase, Rewards will be automatically accumulated to your account as rewards credits reflecting a percentage of the purchase price specified by the seller at the time of purchase. For example, when purchasing a $100 item with a buyer rewards level of 10%, Company will credit $10 worth of Rewards to your Rewards account.  Each seller will announce a specified percentage of the purchase price that the buyer will receive as a Rewards credit. Rewards will be calculated at the time of the purchase and deposited into your Rewards account upon completion of your order. Your Rewards will not be redeemable until (i) the Token Generation Event has occurred; (ii) Company has publicly announced or notified you that you may request redemption of the Rewards; and (iii) you have not returned your purchased product(s) or service(s) within our 30-day return window. If you return a product or service to receive a refund for that product or service, the Rewards associated with that item’s purchase will be removed from the Rewards balance in your account.   If the Token Generation Event does not occur by March 31, 2020, you may request redemption as set forth in the “Redemption of Rewards If Token Generation Event Does Not Occur” note in Section 6 below.

We may choose to offer other Rewards incentives and Rewards promotions offers from time to time, including via email, via the Rewards Program page, or any other form of communication at Company’s discretion.  There are no membership fees associated with the Rewards Program. Once enrolled in the Rewards Program, you can view your Rewards in your account. You may only have one Rewards Program account, and it is nontransferable.  For more information, please visit our How It Works page at https://public.market/how-it-works.

  1. Redeeming Rewards and Rewards Benefits

Rewards benefits include:

  • Credits Toward PTRN:  As described above, when you buy products or services on the Public Market Storefront, we will credit your Rewards account with the percentage Rewards indicated on the items you buy at the time of purchase.  After the Token Generation Event occurs, the redemption process follows:

  1. Rewards accumulated will only be redeemable, at the option of the company, for PTRN at the then-market value after the Token Generation Event occurs.  For clarity, after the Token Generation Event occurs and Company announces the availability of the Rewards redemption to PTRN, you will be able to request redemption of your accrued buyer Rewards for PTRN, subject to the 30-day refund policy set forth in Section 5b) above.  See below for impact of no Token Generation Event.

  2. After your redemption request, your Rewards will be exchanged into an equivalent market value of PTRN, which the Company will transfer to your account.  

  3. PTRN under the Rewards Program are promotional and may have no USD cash value.  After conversion of your Rewards to PTRN, you will be able to withdraw your PTRN from your Rewards account to a crypto wallet.  Note that this process will require that you provide the Company with a valid and compatible crypto wallet address to which the PTRN will be transferred. Redemption and transfer to your crypto wallet may take up to one month’s time, and your PTRN will not be immediately exchangeable for other digital or fiat currency.  Rewards, including PTRN, are not redeemable for purchases of products or services on Public Market.

IMPORTANT: Redemption of Rewards If Token Generation Event Does Not Occur:  If the PTRN Token Generation Event does not occur before March 31, 2020, you may request redemption of the amount of Rewards in your Rewards account, and Company will deliver the Rewards to you in the form of, in its discretion, either (a) USD; or (b) an equivalent credit (e.g., Public Market store credit or other value). For clarity, if the PTRN Token Generation Event occurs, Rewards are not redeemable in USD or an equivalent credit.  Company will notify you after March 31, 2020 if the Token Generation Event does not occur.

  • Membership Benefits: Earning Rewards will contribute toward unlocking membership benefits on Public Market after certain membership tiers are reached. The membership program is in development, and Company will announce these benefits and membership tiers when they become available. In the meantime, your Rewards earned before such announcement of benefits will count toward unlocking such benefits when they become available.

  1. Representations and Warranties

You represent and warrant that:

  1. You satisfy all eligibility requirements set forth in Section 2 of these Terms.

  2. You understand that PTRN are intended to be used solely for the specific non-financial uses described in the Terms of Token Use (“Token Utility”) and are not intended to be a digital currency, security, commodity or any other kind of financial instrument.

  3. Your receipt of PTRN through the Rewards Program is solely for intended use in connection with Token Utility and not for any other purposes, including, but not limited to, any investment, speculative or other financial purposes.

  4. You acknowledge and agree that Company has not provided tax advice and you are solely responsible for any taxes related to your participation in the Rewards Program.

  5. You acknowledge and agree that Rewards are redeemable only as set forth in these Terms.

  6. You acknowledge and agree these Terms govern only the Rewards Program. Company will have no responsibility for the use of PTRN after it is redeemed.

  1. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:  (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR LOSS OF PROFITS OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSS OF ANY KIND (INCLUDING WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR LOSS FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE REWARDS PROGRAM OR THE DELIVERY OR USE OF PTRN OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LOSS WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES (JOINTLY) ARISING OUT OF OR RELATING TO YOUR PARTICIPATION IN THE REWARDS PROGRAM EXCEED $10.

THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.

  1. Dispute Resolution; Arbitration

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE TO INDIVIDUALS RESIDENT OR DOMICILED IN THE UNITED STATES.  IF YOU ARE RESIDENT OR DOMICILED IN THE UNITED STATES, THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.  IF YOU ARE RESIDENT OR DOMICILED OUTSIDE THE UNITED STATES, YOU ARE NOT ELIGIBLE TO PARTICIPATE IN THE REWARDS PROGRAM.

  1. Binding Arbitration. You and Company agree to arbitrate all disputes, claims, suits, actions, causes of action, demands or proceedings that arise out of or are related to the Terms, including but not limited to the interpretation of the Terms, enforcement, validity, scope and applicability of the Terms, including this arbitration provision, (collectively, “Disputes”). Excluded from the definition of Disputes are: (1) claims in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, (2) claims that, as a matter of applicable law, are not arbitrable, and (3) claims that are within the jurisdiction of small claims court. This agreement to arbitrate means that you and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to a person charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

  2. No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. This agreement to arbitrate disputes does not prevent either you or Company from participating as a witness in any proceeding.

  3. Federal Arbitration Act. These Terms affect interstate commerce and the enforceability of this Section 9 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

  4. Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within 30 days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by email to Company at contact@publicmarket.io. We may provide notice to you via email to the email address you provide in connection with Registration. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Company cannot agree how to resolve the Dispute within 30 days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 9, commence an arbitration proceeding or, to the extent specifically provided for in Section 9(a), file a claim in court.

  5. Any arbitration will occur at JAMS in Los Angeles, California, or at the JAMS office closest to your place of residence, or at another mutually agreed location. Arbitration will be conducted by a single arbitrator in accordance with the Streamlined Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference. For information on JAMS, please visit its website, https://www.jamsadr.com.

  6. Authority of Arbitrator. As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

  7. Rules of JAMS. An arbitration shall be administered in accordance with the JAMS Streamlined Arbitration Rules and Procedures and are available at http://www.jamsadr.com/rules-streamlined-arbitration. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the rules of JAMS, or (ii) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

  8. Costs and Fees. You and Company agree that, regardless of what the JAMS Streamlined Arbitration Rules and Procedures provide with regard to arbitration expenses or fees, Company will pay all of the arbitrator’s fees, arbitration expenses, and any other costs associated with the arbitration hearing, except that each party shall pay its own attorneys’ fees and costs, if any, unless applicable controlling law requires payment of another’s fees and costs. The arbitrator will allow for sufficient discovery procedures, including access to essential documents and witnesses, to satisfy principles of due process.

  9. Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section 9 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 9 will remain valid and enforceable. Section 9.

  10. Opt-Out. You may opt out of this agreement to arbitration and decide not to be subject to arbitration by submitting a signed and dated statement on an “Arbitration Agreement Opt Out” form (“Form”) that is attached here as Attachment A. In order to be effective, the signed and dated Form must be returned to Company within 30 days after You execute the Agreement. The signed and dated opt out form may be mailed to Abundance Labs, Inc., P.O. Box 410534, San Francisco, CA 94141 U.S.A.or emailed to contact@publicmarket.io. Should You not opt out of this Arbitration Agreement within 30 days of your acceptance of the Agreement, then your continued participation in the Rewards Program constitutes mutual acceptance of the terms of this Agreement by You and Company. You have the right to consult with counsel of your choice about this Arbitration Agreement at your own expense.

  1. Governing Law and Venue

These Terms will be governed by and construed and enforced in accordance with the laws of Delaware, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.  Notwithstanding anything to the contrary, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). If any term, clause, or provision of Section 9 is held invalid or unenforceable, the state or federal courts in Dover, Delaware will have exclusive jurisdiction over any suit not subject to arbitration.

  1. Term and Termination

The term of these Terms will continue until terminated by you or us as set forth in these Terms.  Either party may terminate this Agreement in its entirety with or without cause, by giving at least seven days’ prior written notice of termination to the other party. Upon termination, your rights as set forth in this Agreement will immediately terminate.  Terms intended to survive the termination of this agreement, including Sections 3, 4, and 6 through 14, will survive termination of this Agreement.

Without notice to you, Company reserves the right to suspend or terminate your account and/or your participation in the Rewards Program if Company determines in its sole discretion that you have violated these Terms, you have more than one account, or that the use of your account or your participation in the Rewards Program is unauthorized, deceptive, fraudulent or otherwise unlawful.  Company may, in its sole discretion, suspend, cancel or combine accounts that appear to be duplicative or discontinue the Rewards Program. In the event that your participation in the Rewards Program is terminated, you will not be able to redeem any accumulated rewards.

  1. Severability

If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

  1. Communication

By participating in the Program, you agree to allow Company to communicate via mail, email, external websites and various other channels. Company may use these channels to communicate Member account status, information about Rewards or the Token Generation Event, communicate program changes, and marketing, advertising, coupons, and other promotional offers that may be of interest to the Member, and more.

  1. Miscellaneous

Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.  We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control.  We may assign our rights and obligations under these Terms. Participation in the Rewards Program does not create any form of partnership, joint venture or any other similar relationship between you and us.  Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, may be provided in electronic form.  The use of the terms “include” or “including” in these Terms is illustrative and not limiting.

 


 

Attachment A

ARBITRATION AGREEMENT OPT OUT FORM

 

This Attachment A must be printed, filled out and mailed to Abundance Labs, Inc. at the following address in order for your opt out to be recorded and in effect: 

Abundance Labs, Inc.
P.O. Box 410534
San Francisco, CA 94141 U.S.A.

I am opting out of the Arbitration Agreement and, therefore, will not be bound by the Arbitration Agreement.  In the event that at a future time I elect to withdraw this opt out form and be bound by the Arbitration Agreement, I agree to notify the Company in writing sent to at the above address.  I also understand that this opt out will remain in effect until such written notification is given by me.

 

_______________________________
Name (Please Print)

_______________________________
Email Associated with Account

 

 

 

_______________________________
Signature

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Date