These Terms of Use (the “Terms”) are a legal agreement between you and XP PLUS America LLC (the “Provider,” “we,” “us,” or “our”). The Terms govern your access to and use of the XP PLUS website and platform under https://xp.plus/, applications, software, and related fan-engagement services (collectively, the “Platform”).
By creating an Account, completing registration, purchasing or acquiring a Digital Badge, redeeming Points for a Reward, or otherwise using the Platform after being given a reasonable opportunity to review these Terms, you become a user of the Platform (“User”) and you agree to be bound by the Terms.
IF YOU DO NOT AGREE TO THE TERMS, DO NOT CREATE AN ACCOUNT, PURCHASE OR ACQUIRE A DIGITAL BADGE, REDEEM POINTS, OR ACCESS OR USE THE PLATFORM.
The Terms consist of (1) Definitions, (2) the Platform Terms of Use, (3) the Digital Badges, Points, and Rewards Terms, (4) the Checkout and Order Terms, (5) the Reward Terms, and (6) the General Terms.
The General Terms apply to all other parts of the Terms. If there is a conflict between provisions of the Terms, the following order of precedence applies solely with respect to the subject matter of the conflict: (1) the applicable Checkout and Order Terms, (2) the applicable Reward Terms, (3) the Digital Badges, Points, and Rewards Terms, (4) the Platform Terms of Use, (5) the General Terms, and (6) the Definitions. Any additional terms presented in connection with a specific transaction, Digital Badge, Reward, Team Partner, promotion, or feature apply only to that subject matter, and, solely as to that subject matter, control over inconsistent provisions of the Terms to the extent expressly stated in those additional terms.
BY CREATING AN ACCOUNT, COMPLETING REGISTRATION, PURCHASING OR ACQUIRING A DIGITAL BADGE, REDEEMING POINTS FOR A REWARD, OR OTHERWISE USING THE PLATFORM AFTER HAVING A REASONABLE OPPORTUNITY TO REVIEW THESE TERMS, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.
Definitions
The following definitions apply throughout these Terms:
“Account” means the user account created by or for you to access restricted portions of the Platform.
“Badge” or “Digital Badge” means a digital badge, collectible, virtual item, access entitlement, or comparable digital item made available through the Platform. A Digital Badge is licensed, not sold, and has only the rights expressly stated in these Terms.
“Points” means promotional points that may be credited to an Account in connection with eligible use of Digital Badges or other activities identified on the Platform.
“Reward” means a digital or physical item, benefit, experience, offer, or other reward made available for redemption with Points through the Platform.
“Team Partner” means the sports team, club, league, athlete, sponsor, or other partner identified in connection with a Digital Badge, Reward, or portion of the Platform.
“User Content” means content, information, materials, or communications that you submit, upload, post, transmit, or otherwise make available through the Platform.
Platform Terms of Use
Platform Description.
The Platform is a fan-engagement platform that may enable eligible Users to create Accounts, obtain, acquire, access, display, or manage Digital Badges, collect or accrue Points based on eligible Badge-related activities, and redeem Points for digital or physical Rewards, in each case subject to availability, eligibility requirements, and applicable supplemental terms. The Platform may relate to one or more Team Partners. The applicable Team Partner may be identified through the relevant portion of the Platform, including by its name, logo, branding, content, or other identifying information. Provider provides the Platform as a technology service. Unless expressly stated otherwise in connection with a particular feature, transaction, or Reward, Provider is not a party to any transactions, communications, or agreements between Users and third parties, including Team Partners, payment-service providers, and third-party Reward providers.
Eligibility and Accounts.
You must be at least 18 years old and legally able to enter into a binding contract to create an Account, acquire or use a Digital Badge, earn or redeem Points, or otherwise use the restricted portions of the Platform. You represent that the information you provide to Provider is current, accurate, and complete. Unless Provider expressly states otherwise, Account registration is free. Provider may make the Platform, an Account, or any feature available only to eligible Users and does not guarantee that any User will be able to register for, access, or continue to access the Platform or a particular feature. You may use the Platform only for your personal, non-commercial use and only on your own behalf. You may not use the Platform for or on behalf of another person, business, or organization unless Provider expressly authorizes you to do so in writing. Unless Provider expressly authorizes otherwise, you may use no more than one Account in connection with each Team Partner. You may not create, use, or otherwise acquire multiple Accounts to obtain an unfair advantage, bypass eligibility restrictions, circumvent these Terms, avoid a suspension or termination, manipulate Points or Rewards, or otherwise interfere with the intended operation of the Platform.
Account Registration and Security.
You may register an Account using your email address and a password. Provider may require you to verify your email address or take other reasonable steps to confirm your identity, eligibility, or authority to register and use an Account. You may be permitted to register or sign in through a third-party authentication service, such as Apple or Google. Your use of a third-party authentication service is subject to that third party’s applicable terms and privacy policy. You are responsible for ensuring that you are authorized to use the relevant third-party account. You must maintain the confidentiality of your username, password, social-login credentials, and other information that can be used to access your Account. You may not share your Account or permit another person to access or use your Account. You are responsible for any activities occurring through your Account, except to the extent caused by Provider’s breach of these Terms or failure to use reasonable safeguards required by applicable law. You must promptly notify Provider of known or suspected unauthorized access or use of your Account, or if you know or believe that information that can be used to access your Account has been lost, stolen, compromised, or used without authorization.
Permitted Use and License.
Subject to your compliance with these Terms, Provider grants you a limited, personal, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform solely for its intended purpose and for your personal, non-commercial use. Except as expressly permitted by these Terms, by Provider in writing, or by applicable law that cannot be waived by contract, you may not copy, reproduce, modify, adapt, translate, distribute, publicly display, publicly perform, sell, lease, rent, sublicense, reverse engineer, decompile, disassemble, or create derivative works based on the Platform or its content. The Platform and its content are owned by Provider, its licensors, or other rights holders, and are protected by intellectual property and other applicable laws. Except for the limited license expressly granted in these Terms, Provider and its licensors reserve all right, title, and interest in and to the Platform and its content. No ownership right, title, or interest is transferred to you.
Prohibited Conduct.
You may not, and may not assist, encourage, or enable another person to
- use the Platform in violation of applicable law or another person’s rights;
- use the Platform for commercial purposes or for or on behalf of another person, business, or organization unless expressly authorized to do so in writing;
- engage in fraud, deception, money laundering, identity theft, or another unlawful, abusive, or harmful activity;
- impersonate another person or misrepresent your identity, affiliation, authority, eligibility, or relationship with Provider or a Team Partner;
- upload, submit, post, transmit, or otherwise make available unlawful, infringing, fraudulent, deceptive, harmful, defamatory, or otherwise objectionable User Content;
- create, use, control, or assist with multiple Accounts in violation of these Terms;
- collect, harvest, disclose, sell, or misuse information about another User without authorization;
- use bots, scrapers, spiders, automated tools, or other automated means to access, collect data from, interact with, or use the Platform, except as expressly authorized by Provider in writing;
- interfere with, disrupt, damage, overload, or impair the Platform, bypass or attempt to bypass a security or access-control measure, probe, scan, or test the vulnerability of the Platform without authorization, or introduce malware or other harmful code;
- use the Platform, a Digital Badge, Points, or a Reward for a purpose not authorized by these Terms.
Third-Party Services and Team Partners.
The Platform may contain links to, integrate with, or make available content, websites, applications, products, services, payment methods, or other offerings provided by Team Partners, payment-service providers, social-login providers, or other third parties. Provider does not control those third-party offerings, and their availability, functionality, content, accuracy, privacy practices, and terms may be governed by the applicable third party. Your use of third-party offerings is subject to the applicable third party’s terms, policies, and privacy notices. Provider is not responsible for any third-party offering or for any transaction, communication, agreement, product, service, content, or conduct involving you and a third party, except to the extent Provider expressly states otherwise or applicable law requires otherwise. Unless expressly stated otherwise, Provider does not generally endorse, verify, conduct background checks on, or guarantee the identity, eligibility, conduct, content, products, or services of Users, Team Partners, or other third parties.
Privacy.
Your use of the Platform is governed by the Platform’s Privacy Policy. The Privacy Policy explains how Provider collects, uses, discloses, and otherwise processes personal information. Provider’s Privacy Policy is incorporated into these Terms. Please review it at [LINK].
Intellectual Property.
You acknowledge and agree that the Platform and any software or programs used with respect to any of the Platform’s services contain proprietary and confidential information that is the property of Provider and its licensors and is protected by applicable intellectual property and other laws. Except for the limited rights expressly granted in these Terms, Provider reserves all rights.
User Content.
You retain ownership of any User Content you submit to the Platform (“User Content”). You grant Provider a non-exclusive, worldwide, royalty-free, sublicensable license to host, reproduce, process, display, distribute, and use User Content solely as necessary to operate, secure, maintain, improve, and provide the Platform. This license ends when you delete your User Content or close your Account, except to the extent the User Content has been shared with others, retained in backups for a limited period, or must be retained under applicable law.
Copyright Complaints.
If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to Provider at support@xp.plus:
- An electronical or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Platform;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Suspension and Termination.
Provider may investigate suspected violations of these Terms. Provider may suspend, restrict, or terminate your access to the Platform, your Account, or particular Platform features if Provider reasonably believes that you have violated these Terms or created risk or legal exposure for Provider, a Team Partner, another User, or another third party, or otherwise interfered with the Platform’s intended operation. Where reasonably appropriate, Provider will provide notice and an opportunity to address the issue before suspending or terminating access. Provider may act without prior notice where Provider reasonably determines that giving notice could compromise security, facilitate fraud, expose Provider or another person to harm, or be inconsistent with applicable law or a legal obligation. Upon termination, your right to access and use the Platform ends. The consequences of suspension or termination for Digital Badges, Points, pending orders, and Rewards are addressed in the applicable parts of these Terms.
Digital Badges, Points, and Rewards Terms
Digital Badges.
Subject to availability and these Terms, Provider may make Digital Badges available to eligible Users individually, in packages, through promotions, or by other methods identified on the Platform or elsewhere by Provider. Provider may limit the quantity, availability period, eligibility requirements, Team Partner association, geographic availability, and manner of acquisition of any Digital Badge. Digital Badges are licensed, not sold, and Provider grants you a limited, personal, revocable, non-exclusive, non-transferable, and non-sublicensable license to access, display, manage, and use the Digital Badges made available in your Account solely through the Platform for your personal, non-commercial use during the applicable validity period.
Badge Validity.
Unless a different validity period is displayed when you acquire a Digital Badge, a Digital Badge is valid through the end of the season of the applicable Team Partner that is in progress when you acquire it, as determined under the applicable league or Team Partner rules. After the validity period ends, the Digital Badge may be removed from your Account display and may no longer be used to earn Points or access Badge-related functionality.
Restrictions on Digital Badges.
You may not sell, resell, exchange, transfer, assign, gift, sublicense, pledge, rent, lease, or otherwise dispose of a Digital Badge, whether within or outside the Platform. You may not offer, promise, arrange, facilitate, or accept payment or other consideration for the transfer or attempted transfer of a Digital Badge. Digital Badges have no cash value except where applicable law requires otherwise, and do not create an ownership interest in the Platform, content, Team Partner intellectual property, statistics, or other rights associated with a Digital Badge.
Points.
A valid Digital Badge made available in your Account may permit you to collect Points based on the applicable Badge-related activities, statistics, rules, or criteria displayed on the Platform. Your Points associated with a Digital Badge and your total Points balance may be displayed in your Account. Unless otherwise stated in the applicable program materials, Points do not expire. Points have no cash value, are not legal tender, may not be sold, exchanged, transferred, assigned, or pledged, and do not create a property, ownership, or vested-right interest. Provider may correct, reverse, suspend, or remove Points credited because of an error, technical malfunction, fraud, manipulation, misuse, or a violation of these Terms.
Rewards.
Subject to availability and the applicable Reward Terms, you may redeem Points collected through valid Digital Badges for Rewards made available through the Platform. Reward selection and availability may be determined by the applicable Team Partner, and additional terms, eligibility criteria, redemption instructions, deadlines, quantity limits, and fulfillment conditions may apply to a Reward. The applicable Reward Terms displayed or made available before redemption are incorporated into these Terms for that Reward.
Modification, Removal, and Restriction.
Provider may modify, restrict, deactivate, replace, or remove a Digital Badge, Points-related functionality, or other Badge-related content where reasonably necessary because of licensing, legal compliance, security, fraud prevention, technical, operational, or business reasons. Where reasonably practicable, Provider will provide advance notice of a material removal or restriction affecting a paid Digital Badge. Any remedy for a paid Digital Badge that is removed or restricted will be determined under the applicable Checkout and Order Terms, any applicable Reward Terms, and applicable law. If Provider suspends or terminates your Account for a material violation of these Terms, Provider may restrict or remove access to Digital Badges, Points, and Rewards to the extent permitted by applicable law and as stated in the applicable Checkout and Order Terms.
Checkout and Order Terms
Paid Purchases.
Provider may make Digital Badges and other items available for purchase through the Platform. A Digital Badge may be offered individually or in a package, subject to availability and the information displayed at checkout. The description, price, availability, eligibility requirements, applicable taxes, payment options, and other material terms for a purchase will be displayed or otherwise made available to you before you submit an order.
Order Submission and Acceptance.
A description, image, availability indication, or price for a Digital Badge or other item is an invitation to submit an order and does not constitute a binding offer by Provider, except where applicable law requires otherwise. By submitting an order through the Platform, you offer to acquire the selected item on the terms displayed at checkout. Provider may accept or decline an order, including because of availability, payment authorization, suspected fraud, eligibility, technical error, or an error in price or description. Provider accepts an order when it makes the applicable Digital Badge available in your Account or sends an order-confirmation notice, whichever occurs first.
Payment and Taxes.
You must provide current, complete, and accurate payment information and authorize Provider and its payment-service providers to charge your selected payment method for the price, taxes, and other amounts clearly disclosed before you submit your order. You are responsible for applicable sales, use, value-added, goods-and-services, or similar taxes, except to the extent Provider is legally required to collect and remit them. Provider may use third-party payment-service providers to process payments, and your use of those providers may be subject to their applicable terms and privacy notices.
Delivery and Order Confirmation.
Following successful payment and Provider’s acceptance of your order, the applicable Digital Badge will be made available in your Account, unless the Checkout and Order Terms or checkout flow state a different delivery method or time. Provider may send an order confirmation to the email address associated with your Account and may make transaction information available through your Account. You are responsible for maintaining a current and accessible email address for your Account.
Refunds, Cancellations, and Recurring Charges.
Except as required by applicable law or expressly stated at checkout, purchases of Digital Badges are final and non-refundable after the applicable Digital Badge has been made available in your Account. A purchase of a Digital Badge does not create a recurring subscription, recurring payment, or automatic renewal obligation unless Provider clearly and conspicuously discloses otherwise before you submit the order. If a purchase includes a recurring subscription, continuous service, automatic renewal, or other recurring payment feature, the applicable checkout flow and additional terms will disclose the recurring charge, frequency, cancellation method, and other material terms required by applicable law. If Provider removes or materially restricts a paid Digital Badge under the Digital Badges, Points, and Rewards Terms, Provider will provide any refund, credit, substitute benefit, or other remedy required by applicable law or expressly stated in the applicable Checkout and Order Terms.
Reward Terms
Reward Availability.
Rewards are offered subject to availability and may be limited by quantity, time, eligibility, location, Team Partner, Points cost, inventory, event capacity, applicable law, or other restrictions stated in the applicable Reward Terms. Provider, the applicable Team Partner, or another Reward provider may add, modify, suspend, substitute, or discontinue a Reward at any time before redemption is confirmed, except as otherwise required by applicable law.
Reward-Specific Terms.
Each Reward may be subject to additional terms, including eligibility requirements, Points cost, redemption instructions, redemption deadlines, quantity limits, location restrictions, shipping or delivery conditions, event rules, cancellation policies, taxes, fees, and other conditions. The Reward Terms displayed or otherwise made available to you before you confirm redemption apply to that Reward and, solely as to that Reward, control over inconsistent provisions of these Terms.
Reward Providers and Fulfillment.
A Reward may be selected, offered, administered, provided, fulfilled, shipped, delivered, or hosted by Provider, a Team Partner, or another third party. The applicable Reward Terms may identify the party responsible for the Reward. Provider is not responsible for the availability, quality, legality, safety, delivery, fulfillment, cancellation, or other performance of a Reward provided by a Team Partner or other third party, except to the extent Provider expressly undertakes that responsibility or applicable law requires otherwise.
Redemption and Cancellation.
When you confirm redemption of Points for a Reward, Provider may deduct the applicable number of Points from your Account. A redemption is final once confirmed, except as required by applicable law or expressly stated in the applicable Reward Terms. If a Reward is unavailable, cancelled, cannot be fulfilled, or is materially changed before fulfillment, Provider, the applicable Team Partner, or the responsible Reward provider may cancel the redemption and return the deducted Points, provide a substitute Reward of reasonably comparable value, issue another remedy stated in the applicable Reward Terms, or provide a remedy required by applicable law. The applicable Reward Terms displayed or otherwise made available before redemption are incorporated into these Terms and govern the applicable Reward.
General Terms
Changes to the Terms.
Provider may update these Terms from time to time. Provider will post the revised Terms and update the Effective Date. For material changes to the Terms, Provider will provide reasonable advance notice through the Platform, by e-mail to the address associated with your Account, or by another reasonable method. Revised Terms take effect on the stated effective date. Where required by applicable law or where Provider elects to do so, Provider will request your affirmative acceptance before you may continue to use the affected portion of the Platform.
Electronic Communications and Electronic Records.
You agree to receive notices, disclosures, confirmations, and other communications relating to these Terms, your Account, orders, Digital Badges, Points, and Rewards electronically, including through the Platform and by email to the address associated with your Account. Electronic communications satisfy any legal requirement that communications be in writing, to the extent permitted by applicable law. You are responsible for maintaining a current and accessible email address for your Account.
Disclaimers.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, DIGITAL BADGES, POINTS, REWARDS, CONTENT, AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
Limitations of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER AND ITS AFFILIATES, LICENSORS, TEAM PARTNERS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE PLATFORM, DIGITAL BADGES, POINTS, REWARDS, OR THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM, DIGITAL BADGES, POINTS, REWARDS, OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO PROVIDER FOR THE APPLICABLE PAID SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
Indemnification.
To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless Provider, its affiliates, licensors, Team Partners, service providers, and their respective officers, directors, employees, and agents from and against third-party claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or relating to your User Content, your violation of these Terms, your misuse of the Platform, Digital Badges, Points, or Rewards, or your violation of applicable law or another person’s rights.
Governing Law and Venue.
These Terms and any dispute arising out of or relating to these Terms, the Platform, Digital Badges, Points, or Rewards are governed by the laws of the State of Indiana, without regard to its conflict-of-laws rules. Except where applicable law requires otherwise, any legal action or proceeding arising out of or relating to these Terms must be brought exclusively in the state or federal courts located in Frankfort, Indiana, and you and Provider consent to the personal jurisdiction and venue of those courts.
Limitation Period for Claims.
To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms, the Platform, Digital Badges, Points, or Rewards must be commenced within one year after the claim or cause of action accrued, or it will be permanently barred.
Severability.
If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law, and the remaining provisions will remain in full force and effect.
Entire Agreement.
These Terms, together with the Privacy Policy, applicable Checkout and Order Terms, applicable Reward Terms, and any other terms expressly incorporated by reference, constitute the entire agreement between you and Provider concerning the Platform and supersede all prior or contemporaneous agreements, communications, and proposals concerning the same subject matter
No Waiver.
The failure of the Provider to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Any waiver of these Terms by the Provider must be in writing and signed by an authorized representative of the Provider.
Assignment.
You may not assign, transfer, or delegate these Terms or any right or obligation under these Terms without Provider’s prior written consent. Provider may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, sale of assets, or operation of law. Any assignment by Provider will not reduce your rights with respect to paid Digital Badges except as permitted by these Terms and applicable law.
Survival.
Provisions that by their nature should survive termination or expiration of these Terms will survive, including provisions concerning ownership, licenses, restrictions on use and transfer, User Content, disclaimers, limitations of liability, indemnification, governing law and venue, limitation periods, and the General Terms.
Contact Information.
Questions, notices, and requests concerning these Terms, the Platform, an Account, Digital Badges, Points, or Rewards may be sent to Provider at XP PLUS America LLC, support@xp.plus.