Effective October 18, 2026
These Terms of Service (the “Terms”) are a binding agreement between Cloud Civilization, the operator of PointsPlex, based in Ontario, Canada (“PointsPlex”, “we”, “us”), and the business or person that registers for, accesses or uses the PointsPlex website, platform, APIs, mobile and branded apps, and related services (together, the “Service”) (“Customer” or “you”). By clicking to accept, creating an account, starting a trial or using the Service, you agree to these Terms. If you do not agree, do not use the Service.
PLEASE READ SECTIONS 11 (DISCLAIMERS), 12 (LIMITATION OF LIABILITY), 13 (INDEMNITY) AND 18 (DISPUTES, ARBITRATION AND CLASS ACTION WAIVER) CAREFULLY. THEY LIMIT OUR LIABILITY TO YOU AND REQUIRE INDIVIDUAL ARBITRATION OF DISPUTES.
1. Business use only
The Service is a business-to-business software tool. You confirm that you are using it for business purposes, not as a consumer, and that the person accepting these Terms is at least 18 and has authority to bind the Customer. If you accept on behalf of a company, “you” means that company.
2. What PointsPlex is, and is not
PointsPlex provides software that lets businesses design and run their own loyalty programs, including points, tiers, rewards, gamification, customer messaging, branded apps and analytics. PointsPlex is a technology provider only. We are not:
- a party to any loyalty program, reward, offer, promotion, sale or other transaction between you and your customers or program members (“Members”);
- a bank, payment processor, money-services business, issuer of gift cards or stored value, or seller of the goods and services you offer;
- responsible for the design, rules, value, fulfilment, expiry, taxation or legality of your program, rewards or offers; or
- an adviser. Forecasts, ROI estimates, churn predictions, benchmarks and other analytics or AI-generated outputs are estimates for information only and are not guarantees of results.
3. Your program, your Members, your responsibility
You are solely responsible for your loyalty program and for your relationship with your Members, including:
- publishing your own program terms and privacy notices to Members, and honouring every reward, point balance and offer you make;
- complying with all laws that apply to you and your program in every place you operate, including consumer protection, advertising, contests and promotions, gift-card and stored-value, tax, privacy and anti-spam laws (such as CASL, PIPEDA, provincial privacy laws, the GDPR, the TCPA and CAN-SPAM), and obtaining any consent required before you message Members;
- all goods, services, prices, refunds and customer service you provide; and
- the acts and omissions of your staff, contractors and anyone who uses the Service through your account.
Points, tiers and rewards have no cash value against PointsPlex. Members have no rights against PointsPlex and are not third-party beneficiaries of these Terms. Any claim by a Member about your program is a matter between you and that Member.
4. Accounts and security
You must give accurate information, keep credentials confidential, use multi-factor authentication where offered, and tell us promptly about any unauthorized use. You are responsible for all activity under your account. We are not liable for loss caused by unauthorized use of your credentials.
5. Trials, fees and billing
Free trials last for the period shown at sign-up. Unless you cancel before the trial ends, your selected plan starts and fees are charged in advance for each monthly or annual billing period to your payment method on file. All fees are in the currency shown, exclusive of taxes, and non-refundable, including for partial periods, unused features or downgrades, except where a refund is required by law. We may change fees with at least 30 days’ notice; new fees apply from your next billing period. If payment fails, we may suspend the Service until the account is paid in full. Overdue amounts may accrue interest at 1.5% per month (18% per year) or the highest rate permitted by law, if lower.
6. Cancellation, suspension and termination
You may cancel at any time in your account settings; cancellation takes effect at the end of the current paid period. We may suspend or terminate your access immediately, without liability, if you breach these Terms, fail to pay, create legal, security or reputational risk for PointsPlex or others, or if required by law. On termination your right to use the Service ends. You may export your data for 30 days after termination, after which we may delete it without further notice. Sections that by their nature should survive termination, including Sections 3, 5, 8 to 14, 18 and 19, survive.
7. Acceptable use
You will not, and will not let anyone else: use the Service unlawfully or to send spam or unconsented messages; upload malicious code or content that infringes others’ rights; access the Service to build a competing product; scrape, copy, resell or sublicense it; reverse-engineer it except where the law expressly allows; probe, overload or bypass its security; or use it in high-risk settings where failure could cause injury or significant harm.
8. Your data
As between the parties, you own the data you and your Members submit to the Service (“Customer Data”). You grant us a worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data to provide, secure, support and improve the Service, and to create aggregated and de-identified data that does not identify you or any individual, which we may use for any lawful purpose. For personal information about Members, you are the party in control of that information and we process it on your behalf. You represent that you have every notice, consent and legal basis needed to collect Customer Data and share it with us. You are responsible for keeping your own backups of Customer Data; we are not liable for loss or corruption of data.
9. Third-party services
The Service works with third-party products such as point-of-sale, e-commerce, payment, messaging and app-store platforms. Your use of them is governed by their own terms. We do not control and are not responsible for third-party products, their availability, data handling, fees or changes, and we may stop supporting an integration at any time.
10. Intellectual property and feedback
We and our licensors own the Service and all related software, designs, documentation and trademarks. Subject to these Terms and payment, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription for your internal business purposes. You grant us a licence to use your name, logo and brand assets to provide the Service and your branded app, and, unless you opt out in writing, to list you as a customer. Feedback you give us may be used without restriction or payment.
11. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL CONTENT, OUTPUTS AND ANALYTICS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS. POINTSPLEX DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DATA WILL NOT BE LOST, OR THAT IT WILL PRODUCE ANY PARTICULAR REVENUE, RETENTION OR OTHER BUSINESS RESULT.
12. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) POINTSPLEX, ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, CUSTOMERS, MEMBERS, GOODWILL, REPUTATION, DATA OR BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED; AND (B) THE TOTAL AGGREGATE LIABILITY OF POINTSPLEX FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE SUBSCRIPTION FEES YOU ACTUALLY PAID TO POINTSPLEX FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM, OR ONE HUNDRED CANADIAN DOLLARS (CAD $100) IF YOU HAVE PAID NOTHING.
These limits apply whatever the legal theory, whether contract, tort (including negligence), strict liability, statute or otherwise, even if PointsPlex was told such damages were possible and even if a remedy fails of its essential purpose. They are an essential part of the bargain: our prices reflect them. Where a law does not allow a limit or exclusion, it applies to the greatest extent that law permits.
13. Indemnity
You will defend, indemnify and hold harmless PointsPlex, its affiliates and their directors, officers, employees and contractors from and against all claims, demands, investigations, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) your loyalty program, rewards, offers, goods or services; (b) any claim by a Member, customer, employee or regulator relating to you; (c) Customer Data or your messaging to Members; (d) your breach of these Terms or of law; or (e) your use of third-party services. We may take part in the defence with counsel of our choice at our own cost, and you may not settle any claim that imposes an obligation on us without our written consent.
14. Time limit for claims
To the extent permitted by law, any claim against PointsPlex must be started within one (1) year after the facts giving rise to it occurred, failing which it is permanently barred. This shortens limitation periods as allowed by section 22 of the Limitations Act, 2002 (Ontario) for business agreements.
15. Availability, changes and support
We may change, add or remove features, perform maintenance, and update the Service at any time. Support and any service levels are as described for your plan. Service credits, if offered, are your sole remedy for downtime.
16. Force majeure
We are not liable for any delay or failure caused by events beyond our reasonable control, including outages of hosting, networks, power or third-party services, cyberattacks, labour actions, pandemics, government action, war or natural events.
17. Changes to these Terms
We may update these Terms. We will post the new version on this page with a new effective date and, for material changes, notify account owners by email or in the app. Continued use after the effective date means you accept the updated Terms.
18. Disputes, arbitration and class action waiver
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute, claim or controversy arising out of or relating to the Service or these Terms will be finally resolved by confidential, binding arbitration before a single arbitrator under the Arbitration Act, 1991 (Ontario), seated in Toronto, Ontario, and conducted in English. Each party may still seek urgent injunctive relief in the courts of Ontario, and we may bring a claim in those courts to collect unpaid fees. You agree to the exclusive jurisdiction of the courts of Toronto, Ontario for those matters.
YOU AND POINTSPLEX AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING, TO THE EXTENT PERMITTED BY LAW.
19. General
These Terms, with any order form and our Privacy Policy, are the entire agreement between you and PointsPlex about the Service and replace any earlier agreement. If any provision is found unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them, including in a merger or sale of our business. The parties are independent contractors. Notices to you may be sent to your account email. The parties have required that these Terms and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.
20. Contact
Cloud Civilization (PointsPlex), Ontario, Canada. Reach us through our contact page.