Terms and Conditions

Last Updated: January 7, 2026

1. Agreement to Terms

By accessing or using the SoPoints platform ("Service"), you agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, you may not access or use the Service.

These Terms apply to all users of the Service, including customers who earn and redeem loyalty points, merchants who participate in the coalition, and administrators.

Important: By creating an account, you represent that you are at least 18 years old and have the legal capacity to enter into these Terms.

2. Platform Overview

2.1 Universal Loyalty Points

SoPoints operates a universal loyalty coalition where customers can earn points ("SP" - Loyalty Wallet Points) at participating merchants and redeem them across the entire merchant network.

• Point Value: 1 SP = $0.01 CAD (subject to change with notice)
• Earning: Points are earned based on merchant-specific rates (typically 10 SP per $1 spent)
• Redemption: Points can be redeemed at any participating merchant accepting universal SP
• Expiration: Points may expire based on merchant policies (typically 12 months from earn date)

2.2 Merchant-Specific Points

Some merchants may issue points redeemable only at their locations. These merchant-specific points:

• Cannot be redeemed at other merchants
• Are clearly marked in your wallet balance
• Have expiration policies set by the issuing merchant

3. Account Registration & Security

3.1 Account Creation

To use the Service, you must:

• Provide accurate, current, and complete information
• Maintain and update your information to keep it accurate
• Verify your email address or phone number
• Be at least 18 years old or have parental consent

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your password
• All activities that occur under your account
• Notifying us immediately of any unauthorized access
• Using a strong password (minimum 12 characters with complexity requirements)

Security Notice: We strongly recommend enabling two-factor authentication (2FA) for enhanced account security. You are liable for any unauthorized transactions if you fail to secure your account properly.

4. Earning Loyalty Points

4.1 Point Accrual

Points are earned through:

• Purchases: Qualifying purchases at participating merchants
• Campaigns: Special promotions (multipliers, bonuses, happy hours)
• Referrals: Referring new customers or merchants
• Achievements: Completing platform challenges and milestones
• Check-ins: NFC tap, QR code scan, or geofencing check-ins
• Birthday Bonuses: Annual birthday rewards

4.2 Point Crediting

• Points are typically credited immediately upon transaction completion
• Some merchants may delay crediting up to 24 hours for fraud prevention
• Refunded purchases will result in point deduction
• Points earned fraudulently will be reversed and may result in account suspension

5. Redeeming Loyalty Points

5.1 Redemption Process

• Points can be redeemed at any merchant accepting universal SP
• Minimum redemption amounts may apply (typically 100 SP)
• Merchants may restrict which rewards are available for point redemption
• Redemptions are final and cannot be reversed once processed

5.2 Point Allocation (FIFO)

Points are redeemed using a First-In, First-Out (FIFO) method:

• Oldest points are redeemed first
• Points closest to expiration are prioritized automatically
• You cannot choose which points to redeem

5.3 Non-Transferability

Points are non-transferable between accounts except:

• In the event of account holder death (with proper documentation)
• As explicitly authorized by us in writing
• Through official platform referral programs

6. Point Expiration & Forfeiture

6.1 Expiration Policy

Points may expire based on the issuing merchant's policy (typically 12 months from earn date). Expired points are automatically removed from your balance.

• You will receive email notifications 30 and 7 days before expiration
• Push notifications are sent 24 hours before expiration
• Expired points cannot be restored

6.2 Forfeiture Conditions

You will forfeit all points if:

• Your account is terminated for Terms violations
• You engage in fraudulent activity
• Your account is inactive for 24 consecutive months
• You voluntarily close your account

Inactive Account Policy: Accounts with no activity (earning or redeeming points) for 24 months will be deactivated, and all points will be forfeited. We will send 3 reminder emails at 18, 21, and 23 months before deactivation.

7. Prohibited Activities

You agree NOT to:

• Fraud: Engage in any fraudulent activity to earn or redeem points
• Multiple Accounts: Create multiple accounts to abuse promotions
• Automated Tools: Use bots, scripts, or automated systems
• Point Selling: Buy, sell, or trade points for cash or other consideration
• System Exploitation: Exploit bugs, vulnerabilities, or loopholes
• Reverse Engineering: Attempt to reverse engineer any part of the platform
• Data Mining: Scrape, harvest, or collect user data without authorization
• Account Sharing: Share your account credentials with others

Consequences of Violations:

• Immediate account suspension or termination
• Forfeiture of all points (earned and unredeemed)
• Reversal of fraudulent transactions
• Legal action for damages and recovery costs
• Reporting to law enforcement if criminal activity is suspected

8. Merchant Terms

8.1 Merchant Obligations

Participating merchants agree to:

• Honor point redemptions as per their published policies
• Maintain adequate pool account balances for settlements
• Process point transactions accurately and promptly
• Comply with all platform rules and merchant guidelines
• Pay monthly subscription fees and transaction fees on time

8.2 Pooled Fund Settlement

Merchants participating in universal SP are part of the pooled fund system:

• Points issued create a liability funded through the merchant's pool account
• Cross-redemptions (redemptions at other merchants) are settled through the pool
• Auto-deduct may be enabled to maintain minimum pool balances
• Monthly settlements reconcile all transactions

8.3 Merchant Suspension

We may suspend or terminate merchant accounts for:

• Non-payment of fees or insufficient pool balances
• Violating Terms or merchant policies
• Fraudulent activity or customer complaints
• Bankruptcy or business closure

9. Payment & Fees

9.1 Customer Fees

The SoPoints platform is FREE for customers. There are no fees to:

• Create an account
• Earn points
• Redeem points
• Transfer points (where allowed)

9.2 Merchant Fees

Merchants pay subscription and transaction fees:

• Starter Plan: $99/month + 5% transaction fee
• Professional Plan: $299/month + 2.5% transaction fee
• Enterprise Plan: Custom pricing with no transaction fees
• All fees are billed monthly via Stripe

9.3 Payment Processing

All payments are processed securely through Stripe. We are PCI-DSS SAQ A compliant and do not store payment card information.

10. Privacy & Data Protection

10.1 Privacy Policy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and protect your personal information.

10.2 GDPR Rights (EU Residents)

If you are in the European Union, you have the right to:

• Access: Request a copy of your personal data
• Rectification: Correct inaccurate data
• Erasure: Request deletion of your data (Right to be Forgotten)
• Portability: Receive your data in machine-readable format
• Object: Opt-out of certain data processing
• Restriction: Limit how we use your data

10.3 CCPA Rights (California Residents)

If you are in California, you have the right to:

• Know: What personal information we collect and how we use it
• Delete: Request deletion of your personal information
• Opt-Out: Opt-out of sale of personal information (we don't sell data)
• Non-Discrimination: Not be discriminated against for exercising your rights

To exercise your rights, contact us at privacy@sopoints.com or use the data export/deletion tools in your account settings.

11. Intellectual Property

11.1 Platform Ownership

The SoPoints platform, including all software, designs, logos, trademarks, and content, is owned by us and protected by copyright, trademark, and other intellectual property laws.

11.2 Limited License

We grant you a limited, non-exclusive, non-transferable license to use the Service for personal or business purposes. You may not:

• Copy, modify, or create derivative works
• Reverse engineer or decompile the platform
• Remove any copyright or proprietary notices
• Use our trademarks without written permission

11.3 User Content

By uploading content (logos, images, reviews), you grant us a worldwide, royalty-free license to use, display, and distribute that content on the platform. You retain ownership of your content.

12. Disclaimers & Limitations

12.1 Service Availability

The Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind. We do not guarantee:

• Uninterrupted or error-free operation
• Accuracy or reliability of content
• Correction of defects or errors
• Freedom from viruses or harmful components

12.2 Limitation of Liability

IMPORTANT LEGAL NOTICE:

TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, or consequential damages
• Loss of profits, revenue, data, or business opportunities
• Damages exceeding $100 CAD or the amount of points in your account
• Merchant actions or inactions (refusal to honor redemptions, etc.)
• Unauthorized access to your account due to your negligence

12.3 Merchant Liability

We are not responsible for:

• Quality, safety, or legality of merchant products/services
• Merchant compliance with laws or regulations
• Disputes between customers and merchants
• Merchant bankruptcy or business closure

13. Indemnification

You agree to indemnify, defend, and hold harmless SoPoints, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from:

• Your violation of these Terms
• Your violation of any law or third-party rights
• Your use or misuse of the Service
• Your content or data uploaded to the platform
• Fraudulent activity on your account

14. Dispute Resolution

14.1 Informal Resolution

Before filing a claim, you agree to contact us at support@sopoints.com and attempt to resolve the dispute informally for at least 30 days.

14.2 Binding Arbitration

If informal resolution fails, disputes will be resolved through binding arbitration, not court litigation:

• Arbitration under the rules of the Canadian Arbitration Association
• One arbitrator selected by mutual agreement
• Arbitration location: Toronto, Ontario, Canada
• Each party bears their own costs unless otherwise awarded

14.3 Class Action Waiver

YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS. All disputes must be brought individually.

15. Termination

15.1 Termination by You

You may terminate your account at any time through account settings or by contacting support. Upon termination:

• All unredeemed points will be forfeited (no cash value)
• Your data will be deleted within 30 days (subject to legal requirements)
• Merchant accounts must settle all outstanding balances

15.2 Termination by Us

We may suspend or terminate your account immediately without notice if:

• You violate these Terms
• We suspect fraudulent or illegal activity
• Required by law or government order
• Your account is inactive for 24 months
• Merchants fail to pay fees or maintain pool balances

15.3 Effect of Termination

Upon termination, all licenses and rights granted to you cease immediately. Sections that should survive termination (liability limitations, arbitration, etc.) remain in effect.

16. Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective:

• Immediately upon posting for minor changes (typos, clarifications)
• 30 days after email notification for material changes

Continued use of the Service after changes constitutes acceptance. If you disagree with changes, you must stop using the Service and close your account.

Version History: We maintain a version history of these Terms. Previous versions are available upon request.

17. General Provisions

17.1 Governing Law

These Terms are governed by the laws of Ontario, Canada, without regard to conflict of law principles.

17.2 Severability

If any provision is found unenforceable, the remaining provisions remain in full force and effect.

17.3 No Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

17.4 Assignment

You may not assign or transfer these Terms. We may assign these Terms without restriction.

17.5 Entire Agreement

These Terms, along with our Privacy Policy, constitute the entire agreement between you and SoPoints.

17.6 Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control (natural disasters, wars, pandemics, government actions, etc.).

18. Contact Information

Have questions about these Terms?

Email: legal@sopoints.com

Support: support@sopoints.com

Privacy: privacy@sopoints.com

Phone: +1 (800) 123-4567

Mailing Address:

SoPoints Inc.

123 Loyalty Street, Suite 400

Toronto, ON M5H 2N2

Canada

Security & Compliance Certifications

🔒 PCI-DSS SAQ A Compliant 🛡️ GDPR EU Compliant 👁️ CCPA California Compliant ✅ OWASP Security Verified

By using SoPoints, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

Last Updated: January 7, 2026 | Version 2.0

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