Terms & Conditions - Spire Loyalty

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ENROLLING OR PARTICIPATING IN THE SPIRE REWARDS LOYALTY PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL TERMS INCORPORATED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ENROLL OR PARTICIPATE IN THE SPIRE REWARDS LOYALTY PROGRAM.

These Terms and Conditions include an arbitration provision that governs any disputes between you and us. This provision will (a) eliminate your right to a trial by jury; and (b) substantially affect your rights, including preventing you from bringing, joining or participating in class or consolidated proceedings. Please review Section 12 hereof carefully in respect to those rights.

You agree that we may provide updates, notices, disclosures and amendments to these Terms and Conditions, and other information relating to the Spire Loyalty Program by electronic means, including posting such information and materials online at SpireLoyalty.com.

These Spire Loyalty Program Terms and Conditions (“Terms and Conditions”) govern your enrollment and participation in the Spire Rewards Loyalty Program (“Spire Loyalty”), which is owned and operated by Spire Loyalty Inc. a Florida based company (“Spire”). Participation in Spire Loyalty is offered to you conditioned upon your acceptance of these Terms and Conditions. If you agree to be bound by these Terms and Conditions, you should click on the “I agree to the Spire Loyalty Rewards Program Terms and Conditions” selection on Spire Loyalty enrollment page (the “Enrollment Webpage”) of the SpireLoyalty.com website (the “Website”). Failure to agree to these Terms and Conditions means you will not be able to proceed with Spire Loyalty enrollment process or become a member of Spire Loyalty. The terms, conditions, rules and regulations set forth on the Website (including the Enrollment Webpage), and as otherwise may be promulgated or provided by Spire, including via communications with Spire Members (collectively, the “Spire Loyalty Rules”) are incorporated herein by this reference and are part of these Terms and Conditions.

GENERAL TERMS AND CONDITIONS:
1. Overview of Spire Loyalty: Spire Loyalty is a free loyalty program that allows Members to earn Spire Points for every dollar spent on Eligible Transactions with Participating Merchant Providers utilizing a Member’s Linked Card, all in accordance with and subject to these Terms and Conditions, the Spire Loyalty Rules and other Spire Documents. Members may also have the ability to periodically earn bonus Spire Points from time to time. Spire has the sole right to make the final decision on whether a purchase qualifies for Points (or an action qualifies for Bonus Spire Points) under Spire Loyalty. After earning Spire Points (or Bonus Spire Points), Members may redeem Spire Points for Qualified Redemption Transactions as further described in these Terms and Conditions, the Spire Loyalty Rules and other Spire Documents.
2. Definitions: In addition to the defined terms otherwise described herein, the following terms shall have the following meanings:
  1. Affiliate: any entity controlling, controlled by, or under common control with, Spire.
  2. Eligible Payment Card: means any Visa, MasterCard or American Express credit or debit card in the individual name of the applicable Member and which is eligible to become a Linked Card as determined by Spire and the Service Providers from time to time. Spire is not under any obligation to determine the eligibility of any such card prior to a Member making a link request pursuant to Section 4 below, and Spire and the Service Providers shall have the right to remove any such card from eligibility at any time and for any reason. Not all Visa, MasterCard, and American Express cards are eligible for registration as a Linked Card – including PIN based purchases on debit cards. Visa, MasterCard, and American Express Corporate cards, Visa, MasterCard, and American Express Purchasing cards, non-reloadable prepaid cards, government-administered prepaid cards (including EBT cards), healthcare (including Health Savings Account (HSA) or Flexible Spending Account (FSA) or insurance prepaid cards, Visa Buxx, and Visa-, MasterCard-, and American Express- branded cards whose transactions are not processed through the Visa payment system, MasterCard payment system, and/or American Express payment system are not Eligible Payment Cards.
  3. Eligible Transaction: any retail purchase transaction (not being a cash withdrawal, cash advance, card check transaction, instant loan) whereby a Member makes a purchase from a Participating Merchant Partner using a Linked Card.
  4. Eligible Transaction Dollars: $USD spent on any Eligible Transaction, as reported to Spire by a Service Provider (which report shall be determinative of such total $USD spent on such Eligible Transaction.
  5. Fidel: is a Service Provider of Transaction Data Services linking Payment Card Networks with Spire Loyalty.
  6. Linked Card: an Eligible Payment Card that a Member links pursuant to Section 4A below for use in connection with participation in Spire Loyalty.
  7. Loyalty Tiers: the loyalty tiers of the Spire Program generally based upon the Eligible Transaction Dollars spent by a Member during the duration of the Member’s Membership. The Loyalty Tiers are more particularly described in Section 8Ai below.
  8. Member (or “you”, “your”, “yours”): a current member of Spire Loyalty having a valid enrollment in Spire Loyalty.
  9. Member Account: a Member’s Spire Loyalty account setting forth such Member’s Spire Points and other Member and Spire Loyalty related information. Members can view and track their Spire Points balance, as well as any additional Benefits for which they are eligible as a Member (including by virtue of their Loyalty Tier), within their Member account.
  10. Participating Merchant Partner: Merchants that are part of the Spire Loyalty network as determined by Spire. To see a listing of current Participating Merchant Partners, visit the “Participating Merchant Partner” page on the Website. Spire shall have the sole and exclusive right to add or remove merchants from time to time.
  11. Payment Card Network: Visa, MasterCard, or American Express.
  12. Qualified Redemption Transaction: a transaction in which a Member is permitted to redeem his or her Spire Points in exchange for consumer products and/or services at a Participating Merchant Partner. Spire and Participating Merchant Partners shall have the right to determine qualifications for Qualified Redemption Transactions, and add and remove transactions as Qualified Redemption Transactions, from time to time in their sole discretion. To see a listing of current Participating Merchant Partners, visit the “Qualified Redemption Transactions” page on the Website.
  13. Service Provider: Spire, each Payment Card Network, and Fidel Limited (“Fidel”).
  14. Spire (or “we,” “our,” or “us”): Spire and its Affiliates.
  15. Spire Documents: collectively, these Terms and Conditions, all Spire Loyalty Rules, the Spire Privacy Policy and such other documents as may be promulgated by Spire from time to time governing Spire Loyalty or any aspect thereof.
  16. Spire Points: the points that may be earned for Eligible Transaction Dollars spent on Eligible Transactions, and which Spire Points may be redeemed for Qualified Redemptions in accordance with the terms of these Terms and Conditions. The term “Spire Points” also includes “Bonus Spire Points” which may be earned on a promotional basis (and not via Eligible Transactions) as determined by Spire and set forth within any Spire Loyalty Rules.
MEMBERSHIP ELIGIBILITY: Spire Loyalty is available to individuals who are at least 18 years of age. Spire Loyalty is intended for personal, non-commercial use only and is limited to one account per individual. Spire may refuse to enroll any person as a Member for any lawful reason. Spire reserves the right to exclude any individual from or discontinue any individual’s participation in Spire Loyalty. Spire reserves the right to cancel or suspend participation in Spire Loyalty in accordance with Section 9 below. Members may not maintain more than one Member Account.
ENROLLING: To enroll in Spire Loyalty, go to the Enrollment Webpage and follow the prompts to accept these Terms and Conditions and enroll. When you join Spire Loyalty, you automatically are provided with a Member Account with a zero Spire Points Balance. The initial Spire Points Balance is subject to change from time to time based on promotions or offers made in the sole discretion of Spire.
CARD ELIGIBILITY AND CARD LINKING: Only Eligible Payment Cards may become Linked Cards pursuant to this Section.
1. Linking an Eligible Payment Card: to link an Eligible Card, go to your Member Webpage and click on “Link an Eligible Payment Card,” follow the prompts to enter the Eligible Payment Card information and click “submit.” Upon your clicking submit, the Services Providers will analyze eligibility and inform you as soon as possible that your Eligible Payment Card has been successfully linked (thereby becoming a Linked Card) or, alternatively, that your card is not an Eligible Payment Card. Each Member may link up to [1] Eligible Payment Cards.
2. Un-Linking a Linked Card: to un-link a Linked Card, go to your Member Webpage and click on “Un-Link a Linked Card,” follow the prompts to un-link such card, and click “submit.” Un-linking a Linked Card may also be accomplished at any time (during business hours) by emailing or providing written request to Spire at the address detailed in Section 10 below, subject to customary processing times. As soon as a Linked Card has been un-linked, Transaction Monitoring as to such card will immediately cease, and transactions using such card will no longer be Eligible Transactions (i.e., will not be eligible to earn Spire Points).
3. A Linked Card shall remain a Linked Card unless and until the earlier to occur of (a) the applicable Member’s membership in Spire Loyalty is terminated or suspended, (b) the applicable Member unlinks the Linked Card pursuant to subsection B above, or (c) the Linked Card is no longer an Eligible Payment Card as determined by Spire in its sole discretion.
4. Not all Visa, MasterCard, and American Express cards are eligible for registration – including PIN based purchases on debit cards. Visa, MasterCard, and American Express Corporate cards, Visa, MasterCard, and American Express Purchasing cards, non-reloadable prepaid cards, government-administered prepaid cards (including EBT cards), healthcare (including Health Savings Account (HSA) or Flexible Spending Account (FSA) or insurance prepaid cards, Visa Buxx, and Visa-branded, MasterCard-branded, and American Express-branded cards whose transactions are not processed through the Visa payment system, MasterCard payment system, and/or American Express payment system are not eligible to participate.
ELIGIBLE TRANSACTIONS AND EARNING SPIRE POINTS:The Qualified Redemption Transactions that are available to you through Spire Loyalty are based on the number of Spire Points that you earn. You can earn Spire Points by spending Eligible Transaction Dollars while engaging in Eligible Transactions in accordance with these Terms and Conditions and other Spire Documents.
COLLECTION AND USE OF TRANSACTION DATA: We currently use Fidel and the Payment Card Networks to monitor transactions for your participation in Spire Loyalty, specifically to determine the number of Eligible Transaction Dollars spent by Members while engaging in Eligible Transactions. Your agreement to these Terms and Conditions authorizes Fidel and the applicable Payment Card Network(s) to monitor the transactions made with your Linked Card(s) with Participating Merchant Partners to confirm Eligible Transactions and Eligible Transaction Dollars spent. The data collected from Fidel includes your Linked Card identifier, merchant location, transaction date, time and amount.
1. By agreeing to these Terms and Conditions and registering a payment card as the Linked Card in connection with transaction monitoring, you authorize Spire to share your Linked Card information with the Payment Card Networks so the applicable Payment Card Network(s) is or are informed of the registration of the Linked Card as a part of Spire Loyalty. You authorize the applicable Payment Card Network(s) to monitor transactions on your Linked Card(s) to identify Eligible Transactions (and Eligible Transaction Dollars) in order to determine whether you have qualified for or earned an offer linked to your Linked Card(s), and for the Payment Card Network(s) to share such transaction details with Spire to enable your Linked Card(s) offer(s) and target offers that may be of interest to you. You may opt-out of transaction monitoring on the Linked Card(s) at any time by terminating your participation in Spire Loyalty in accordance with these Terms and Conditions and/or un-linking the Linked Card pursuant to Section 4B above; and/or
2. By agreeing to these Terms and Conditions and checking the appropriate box at the time of enrolling the Linked Card(s), you authorize the applicable Payment Card Network(s) to monitor and share transaction data with Fidel as part of your participation in Spire Loyalty. You also acknowledge and agree that Fidel may share certain details of your Eligible Transactions with Spire, its Affiliates, Participating Merchant Partner(s), and/or Payment Card Network(s) to enable your participation in Spire Loyalty and for other purposes in accordance with these Terms and Conditions, the Spire Privacy Policy (https:/spireloyalty/legal/privacy) and Fidel’s Privacy Policy (https://fidel.uk/legal/privacy). You may opt-out of transaction monitoring on the Linked Card(s) at any time by terminating your participation in Spire Loyalty in accordance with these Terms and Conditions and/or un-linking the Linked Card pursuant to Section 4B above.
3. Notwithstanding anything to the herein or in the Privacy Policy to the contrary, Spire and its third party Service Providers (including Fidel) will use “Transaction Information” (i.e., information regarding the transactions that you make on Linked Cards) solely as follows: Use transaction data such as transaction amount, transaction time and merchant location to confirm a Eligible Purchase or return to match transactions to confirm whether you qualify for rewards. Share transaction data with the participating merchant where a transaction occurred as needed for the merchant to confirm a specific transaction occurred. For example, the date and amount of your purchase and the last 4 digits of your card number so the merchant can verify your purchase with its records if there is a missing or disputed transaction; Provide participating merchants or third party Service Providers aggregated and anonymized information relating specifically to registered card activity solely to allow participating merchants and third party Service Providers to assess the results of their campaign; Create a record of the transaction data and thereafter maintain and use data in connection with operating the Spire Loyalty; Provide information in order to respond to a request from government authority or a payment organization involved in a transaction with you or a merchant. Members authorize the sharing, exchange and use of transactional information described above and herein by and among Company and Company’s third party Service Providers, applicable Payment Card Networks and applicable Merchants.
4. Neither Spire nor the other Service Providers shall be responsible for communications, including reporting of Eligible Transactions and/or Eligible Transaction Dollars, lost due to communication issues including change of address or other contact information or technical issues or malfunctions.
LOYALTY PROGRAM BENEFITS: So long as you comply with the Spire Documents and maintain your Membership Account, you shall be eligible to earn and redeem Spire Points and other otherwise participate in the offers and benefits made available to Spire Members from time to time by Spire (the “Benefits”), subject to the restrictions and limitations described in the Spire Documents from time to time. Certain Benefits may be made available only to Members within certain Loyalty Tiers and/or made available in different increments, amounts and manners based upon Loyalty Tiers, all as determined by Spire in its sole and absolute discretion from time to time and without prior notice to Members. Benefits may be added, deleted and/or modified from time to time by Spire in its sole and absolute discretion and without prior notice to Members. Benefits may include, for example,
SPIRE POINTS: Spire Loyalty participants accrue Spire Points by (1) completing Eligible Transactions during registration in Spire Loyalty or (2) purchasing Spire Points. Participant accrues Spire Points for the purpose of Redemption. All Spire Points and subsequent Redemptions thereof must be accrued and used according to the Terms and Conditions as of the date the Spire Points or the date of the Redemption transaction, respectively. Spire Points are issued to participant’s online Spire Points account at the time of completing an Eligible Transaction or purchase of Spire Points and are quantified and disclosed to participant via the participant’s [USER PROFILE]. Points are earned at the completion of Eligible Transaction(s) and, as applicable, cannot be redeemed until a stay with [Spire or its Affiliates] is completed and the Spire Points are put into a participant’s account. Points and incentives are not accrued during Redemption Stays. The amount of Spire Points earned for any purchase will be identified prior to purchase and will vary from time to time in the sole discretion of Spire.
1. Earning Spire Points: Spire Points are earned: (1) at the completion of Eligible Transaction(s), including the completion of any stay on a Spire or Affiliate property and (2) from time to time through Spire offers and promotions subject to the sole discretion of Spire. Spire Points are not accrued during any Redemption Stay. All Eligible Transactions will indicate how many points participant will receive upon completing the Eligible Transaction. Members do not earn Spire Points for the amount of any Spire Points redeemed or discounts applied toward any otherwise Eligible Transaction. Spire Points are not earned during a Redemption Stay. The amount of Spire Points earned for any purchase will be identified prior to purchase and will vary from time to time in the sole discretion of Spire.
  1. Loyalty Tiers: Spire Loyalty participants will be tiered into Platinum, Gold, Silver, and Bronze Spire Points Loyalty Tiers and levels of each respective Loyalty Tier based on the participant’s dollar spend with participant’s Linked Card(s) as part of Spire Loyalty. Higher Loyalty Tier and level participants will be eligible for various Spire Points accelerator percentages for increasing opportunities for Spire Points accrual, as well as additional Benefits subject to the discretion of Spire. The Loyalty Tiers, key levels, and Spire Points accelerators will be delineated according to a schedule similar to the following, subject to amendment in the sole discretion of Spire, from time to time.
    1. The “Bronze Loyalty Tier” is achieved by the Spire Loyalty participant following enrollment in Spire Loyalty and at least $1,000 and up to $7,499.99 in Eligible Transaction Dollars spent (the “Bronze Eligible Transaction Dollars”). While spending the Bronze Eligible Transaction Dollars, the participant earns ten (10) Spire Points for every $1.00 in Bronze Eligible Transaction Dollars spent. A bonus Spire Points accelerator applies between $6,000 and $7,499.99 in Bronze Eligible Transaction Dollars spent, wherein the Spire Loyalty participant is a Level 1 Bronze participant and receives a two and a half percent (2.5%) increase earning ten and a quarter (10.25) Spire Points for every $1.00 in Bronze Eligible Transaction Dollars spent.
    2. The “Silver Loyalty Tier” is achieved by the Spire Loyalty participant following enrollment in Spire Loyalty and at least $7,500 and up to $29,999.99 in Eligible Transaction Dollars spent (the “Silver Eligible Transaction Dollars”). While spending the Silver Eligible Transaction Dollars, the participant earns ten and a quarter (10.25) Spire Points for every $1.00 in Silver Eligible Transaction Dollars spent. A bonus Spire Points accelerator applies between $20,000 and $30,000 in Silver Eligible Transaction Dollars spent, wherein the Spire Loyalty participant is a Level 1 Silver participant and receives an additional two and a half percent (2.5%) increase earning ten and a half (10.5) Spire Points for every $1.00 in Silver Eligible Transaction Dollars spent.
    3. The “Gold Loyalty Tier” is achieved by the Spire Loyalty participant following enrollment in Spire Loyalty and at least $30,000 and up to $199,999.99 in Eligible Transaction Dollars spent (the “Gold Eligible Transaction Dollars”). While spending Gold Eligible Transaction Dollars, the participant earns ten and a half (10.5) Spire Points for every $1.00 in Gold Eligible Transaction Dollars spent. A bonus Spire Points accelerator applies between $100,000 and $199,999.99 in Gold Eligible Transaction Dollars spent, wherein the Spire Loyalty participant is a Level 1 Gold participant and receives an additional five percent (5%) increase earning eleven (11) Spire Points for every one dollar ($1.00) in Gold Eligible Transaction Dollars spent.
    4. The “Platinum Loyalty Tier” is achieved by the Spire Loyalty participant following enrollment in Spire Loyalty and at least $200,000 in Eligible Transaction Dollars spent. Every Eligible Transaction Dollar spent over $199,999.99 is a “Platinum Eligible Transaction Dollar”. While spending the Platinum Eligible Transaction Dollars, the participant earns eleven (11) Spire Points for every $1.00 in Platinum Eligible Transaction Dollars spent.
2. Purchasing Spire Points: Spire Points are not currently available for purchase. In the event that Spire Points are subsequently made available for purchase, these Terms and Conditions will be modified to include the terms of purchase.
3. Non-Transferrable: Your Spire Points are personal to you, solely for personal, leisure enjoyment and may not be transferred or used for commercial purposes. Spire Points may not be combined among Members or conveyed by any means to anyone, including through a Member’s estate and may not pass to Members’ successors and assigns.
4. Redemption: Each Spire Loyalty Point will be eligible for the spending towards the purchase and booking of stays with Spire and/or its Affiliates (“Redemption Stays”), and/or ______ (“Redemption Rewards” and together with Redemption Stays, collectively “Redemption”. Points are earned at the completion of Eligible Transaction(s), including the completion of any stay on a Spire or Affiliate property and may not be used for Redemption prior to being earned. Spire Points have no cash value and may only be used as provided herein. Purchases for commercial purposes are strictly prohibited. Any purchased Spire Points must be used at the time of purchase, and shall be the first priority redeemed Spire Points in any Spire Points redemption transaction. Use of Spire Points may be subject to blackout dates and/or other restrictions as provided in the Spire Documents. Redemptions will be based on a fluctuating scale that applies value to Redemptions based different peak / off -peak times, seasonality and other market conditions. All purchases using Spire Points Redemption are final and used Spire Points will not be refunded. Redemptions are not valid toward prior purchases, and certain products and services.
  1. Responsibility for Taxes, Fees and Other Charges: Any and all taxes and fees payable in connection with Redemption or any other transactions with Spire are the responsibility of the Member and must be paid at the time of acquisition via Redemption or otherwise.
5. Caps and Limitations: Spire reserves the right to cap or limit the continued accrual or redemption of Spire Points for a Spire Loyalty participant in the sole discretion of Spire.
6. Points Expiration and Reinstatement: Spire Loyalty participants that have not been active (stayed on an Spire or Affiliate property or booked nights) during a fifteen (15) month period will have then current Spire Points expire. Those participants in Spire Loyalty at the Platinum or Gold Loyalty Tier at the time of the expiration of their Spire Points, may have the opportunity to purchase or otherwise reinstate their expired Spire Points, in the sole discretion of Spire.
TERM; TERMINATION; RIGHTS UPON TERMINATION:
1. Term: The term of each Member’s Membership (“Term”) shall begin on such Member’s date of enrollment and will continue indefinitely unless terminated in accordance with subsection B below.
2. Termination and Suspension:
  1. Member’s Right to Cancel. You may cancel your enrollment in Spire Loyalty at any time during business hours by calling, emailing, or providing written request to Spire at the address detailed in Section 10, below at any time.
  2. Spire’s Right to Cancel. Without notice to you, Spire reserves the right to suspend your membership or any rights relating thereto and/or terminate your enrollment if (a) Spire determines, in its sole discretion, that you have violated these Terms and Conditions and/or any other Spire Document including for fraud, abuse and/or the commercial use of the Benefits; (b) Spire determines, in its sole discretion, that use of your Spire Loyalty account is unauthorized, deceptive, or otherwise unlawful; (c) you die or become incapacitated; (d) your Member Account has been inactive for two (2) consecutive years. Inactivity is defined as no Spire Points earned or redeemed during such two (2) consecutive year period; (e) you do not respond to repeated communication attempts regarding the status of your account or (e) you engage in abusive behavior towards any Spire or other Service Provider personnel.
  3. Spire’s Right to Terminate Spire Loyalty. In addition to the foregoing, Spire reserves the right to terminate Spire Rewards at any time and for any or no reason in its sole and absolute discretion.
3. Rights upon Termination: If Spire Loyalty is terminated or a Member’s enrollment is terminated, any remaining Spire Points in the terminated Member’s Member Account (or in the case of termination of Spire Loyalty, all Members’ accounts) will be forfeited.
SPIRE: The owner, administrator and operator of Spire Loyalty and the services provided under the Spire Documents is Spire Loyalty Inc. 1 Town Center Rd #600, Boca Raton, FL 33486.
PRIVACY: Spire is conscious and respectful of your personal information. We will maintain all of your personal and private information in confidence and will use such information only in connection with owning, administering and providing Spire Loyalty as provided herein (including as described herein), and as otherwise as provided in our Privacy Policy (https:/spireloyalty/legal/privacy), which is incorporated herein by this reference. Upon enrolling in Spire Loyalty, you may begin receiving promotional emails for promotional purchase and redemption specials. You are encouraged to regularly check the Website for updates and changes to the Privacy Policy, and your continued registration or link of Linked Card(s) into Spire Loyalty, redemption of Spire Points and other transactions with Spire shall be deemed to constitute your agreement to and acceptance of any revision to or replacement of the Privacy Policy.
DISPUTE RESOLUTION/ARBITRATION:
PLEASE READ THIS PROVISION OF THESE TERMS OF USE CAREFULLY. IT PROVIDES THAT CERTAIN DISPUTES MUST BE RESOLVED BY BINDING ARBITRATION. IN ARBITRATION YOU GIVE UP THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN COURT PROCEDURES, AND ARE SUBJECT TO VERY LIMITED REVIEW.
1. Dispute Resolution/Arbitration: Any Disputes relating to your enrollment or participation in Spire Loyalty and/or these Terms and Conditions shall be resolved as follows:
  1. Purpose; Definitions of Disputes. Any Dispute shall be determined exclusively and finally by individual arbitration, unless you have exercised your opt-out right pursuant to clause (x) of this Dispute Resolution/Arbitration section and except as otherwise specified in such section. This Arbitration Provision shall be broadly interpreted. “Dispute” means any claim or controversy related to arising from your enrollment or participation in Spire Loyalty and/or these Terms and Conditions. The “Parties” means you and Spire.
  2. Neutral Arbitrator/No Jury. Any Dispute will be submitted to a neutral arbitrator, for a final and binding determination, known as an award. The arbitrator is an independent decision maker, appointed by the American Arbitration Association (“AAA”), who reviews and weighs evidence provided by all parties, and issues an award enforceable in court. Decisions by an arbitrator are subject to very limited review by a court. Except as expressly provided below in this Dispute Resolution/Arbitration section, you and the Company waive and relinquish any and all rights to have a court or a jury resolve any Dispute. The Parties expressly waive any right to a jury trial.
  3. Individual Basis/No Class Actions. Any Disputes will be arbitrated on an individual basis. There will be no right or authority for any Dispute to be arbitrated or litigated in any way on a class, mass, or other collective basis, and the Parties waive any right to bring or join any representative or other claim brought on behalf of the general public, other users, or other persons similarly situated. Neither you nor the Company may participate in a private attorney general proceeding in court or in arbitration with respect to any Dispute. No Disputes involving the Parties may be joined or consolidated with Disputes by or against any other person. Notwithstanding any language in this Dispute Resolution/Arbitration provision to the contrary, any dispute about the validity or effect of this clause (iii) shall be resolved by a court and not an arbitrator.
  4. Certain Carve-Outs. Despite this arbitration provision, the Parties reserve certain rights to proceed in court without waiving their right to arbitrate under this Dispute Resolution/Arbitration provision: (a) the Company reserves the right to seek emergency injunctive relief from a court to address any circumstances or behavior, by you or any person that the Company believes may present a risk or threat to the safety, security or reputation of any person, location, data system, or other feature or otherwise related to Spire Loyalty, the Website or these Terms and Conditions; and (b) you shall have the right to file a Dispute in small claims court in your city of residence, as long as the matter remains in small claims court and proceeds only on an individual basis; and (c) no provision of this Dispute Resolution/Arbitration provision shall limit the right of any Party to seek and use any available remedies, judicial or otherwise, for the purpose of collecting upon or accelerating any debt involved in any Dispute. Any such collection and/or acceleration process shall be governed by applicable law and such procedures may occur outside the arbitration process either Party so elects, and such election shall not be deemed a waiver of the right to arbitrate any other issue involved in a Dispute.
  5. Applicable Rules/Location. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.). The arbitration shall be administered by the AAA under its Consumer Arbitration Rules, available online at www.adr.org or by calling the AAA at 1- 800-778-7879 (the “AAA Rules”) except that the Parties expressly agree that the AAA Supplementary Class Rules shall not apply, given the express class waiver above, and further agree that Rules 14(a) and 53 of the Consumer Arbitration Rules shall not authorize any arbitrator or court to find that any class, mass, collective or representative claim may be arbitrated. The arbitration shall be held in Palm Beach County, Florida, unless the Parties agree to another location in writing, or the arbitrator decides to hold a telephonic hearing to reach a decision based solely on the Parties’ submission of documents, or to designate another location reasonably convenient for the Parties. In the event of any conflict between the AAA Rules and this Spire Documents, the provisions of this Spire Documents shall be controlling.
  6. Stay of Proceedings. In the event that a Dispute involves both issues that are subject to arbitration and issues that are not subject to arbitration, the Parties unequivocally agree that any legal proceeding regarding the issues not subject to arbitration shall be stayed pending resolution of the issues subject to arbitration, except for any proceedings described in clause (iv) of this section above, which actions shall proceed without a stay.
  7. Final and Binding. The arbitration award shall be final and binding on the Parties, except for any appeal right under the FAA. Judgment on the arbitrator’s award may be entered in any state or federal court of competent jurisdiction. To the extent this arbitration provision conflicts with any other agreement between the Parties, this arbitration provision shall govern.
  8. Payment of Fees. The payment of all fees for registration, filing and administration of the arbitration, and the payment of arbitrator fees, shall be governed by the AAA Rules and applicable law, unless otherwise stated in this Spire Documents. The Parties shall bear their own legal fees and legal expenses for any arbitration proceeding.
  9. Notice and Good Faith Negotiation. Any Party intending to file an arbitration demand against the other Party must notify the other Party at least thirty (30) days before filing. The Parties agree to attempt to negotiate a mutually agreeable resolution to resolve any such dispute or claim during this period. If a Party filing an arbitration demand fails to provide that notice, the other Party is entitled to seek a stay of the arbitration proceeding from the AAA for thirty (30) days and to participate in settlement negotiations during that period in good faith. Any written notice required or desired to be given hereunder shall be deemed given when personally delivered or after three (3) days deposit in the U.S. Mail, first class postage prepaid or one (1) day after acceptance by a nationally recognized overnight courier service, addressed to the address given herein or such subsequent address as is given by proper notice.
  10. Opt out Right. IF YOU DO NOT WANT THIS ARBITRATION PROVISION TO APPLY, WITHIN 30 DAYS OF YOUR FIRST VISIT TO THE WEBSITE YOU MUST SEND A SIGNED LETTER TO THE COMPANY AT ONE TOWN CENTER ROAD, SUITE 600, BOCA RATON, FLORIDA 33486 STATING THAT THE ARBITRATION PROVISION DOES NOT APPLY. OPTING OUT OF ARBITRATION WILL NOT AFFECT ANY OTHER PROVISION OF THESE TERMS OF USE.
2. Complete Waiver of Jury Trial: TO THE EXTENT A CLAIM BY ONE PARTY AGAINST THE OTHER PARTY IS NOT SUBJECT TO THE ARBITRATION PROVISION OR TO THE EXTENT AN OTHERWISE ARBITRABLE DISPUTE IS LITIGATED IN COURT, THE PARTIES HEREBY UNCONDITIONALLY WAIVE ANY RIGHT TO A JURY TRIAL OF ANY AND ALL SUCH CLAIMS, DISPUTES, OR CAUSES OF ACTION, WHETHER NOW EXISTING OR HEREAFTER ARISING, OF ANY KIND. THE PARTIES HEREBY AGREE A COPY OF THESE TERMS OF USE MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.
3. Complete Waiver of Class Action: TO THE EXTENT A CLAIM OR DISPUTE IS NOT SUBJECT TO THE ARBITRATION PROVISION OR TO THE EXTENT AN OTHERWISE ARBITRABLE DISPUTE IS LITIGATED IN COURT, THE PARTIES AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, MASS, OR OTHER COLLECTIVE ACTION, AND THE PARTIES WAIVE ANY RIGHT TO BRING, JOIN, CONSOLIDATE WITH, OR PARTICIPATE IN ANY REPRESENTATIVE OR OTHER CLAIM BROUGHT ON BEHALF OF THE GENERAL PUBLIC, OTHER WEBSITE USERS, OR OTHER PERSONS SIMILARLY SITUATED.
4. Governing Law, Jurisdiction and Venue:
  1. All matters relating to your enrollment or participation in Spire Loyalty and/or these Terms and Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).
  2. These Terms and Conditions evidence a transaction or series of transactions, and a relationship, involving interstate commerce so as to ensure the applicability of the Federal Arbitration Act (“FAA”). Accordingly, this Arbitration Provision shall be governed by the FAA and not state arbitration laws, provided that Florida law shall govern to the extent that state law is relevant under the FAA in determining the enforceability of this arbitration provision, and otherwise relating to your enrollment or participation in Spire Loyalty and/or these Terms and Conditions. The arbitrator shall follow applicable substantive laws, statutes of limitations and privilege rules related to any Dispute. The arbitrator shall award the remedies, if any, that would be available in an individual court proceeding if arbitration had not been elected. Upon the timely request of any Party, the arbitrator shall write a brief explanation of the grounds for their decision. In the event of a conflict between applicable state law and the FAA, the FAA shall govern. If any portion of this Spire Documents is deemed invalid or unenforceable, the remainder of the Spire Documents shall remain in force.
  3. To the extent that a claim or Dispute is not subject to the arbitration provision, the Parties agree that any such claim or Dispute, to the maximum extent permissible under applicable law, shall be limited to exclusive personal jurisdiction in the courts of Palm Beach County, Florida. Except as prohibited by law, the Parties waive any and all objections to the exercise of jurisdiction of such courts and to venue in such courts.
5. Limitation on Time to File Claims: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
LIMITATION OF LIABILITY: THE SERVICE PROVIDERS (INCLUDING PAYMENT CARD NETWORKS), JOINTLY AND SEVERALLY, SHALL NOT BE LIABLE FOR AND DO NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY LOSS, DAMAGE, DELAY, DEATH OR INJURY TO PERSONS OR PROPERTY ARISING FROM OR AS A RESULT OF THE ACTS OR OMISSIONS AND/OR REPRESENTATIONS (WHETHER ORAL OR WRITTEN) RELATING TO SPIRE REWARDS INCLUDING WITHOUT LIMITATION, SPIRE REWARDS POINTS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. THE SERVICE PROVIDER’S COLLECTIVE LIABILITY FOR ANY CLAIM ARISING FROM, IN CONNECTION WITH, OR AS A RESULT OF THE TERMS AND CONDITIONS, ANY OTHER SPIRE DOCUMENTS, ANY BENEFITS, AND/OR THE ACTS OR OMISSIONS AND/OR REPRESENTATIONS (WHETHER ORAL OR WRITTEN) RELATING TO THE BENEFITS AND SERVICES PROVIDED BY THE SERVICE PROVIDERS HEREUNDER SHALL BE AND HEREBY ARE EXPRESSLY LIMITED TO $1,000. IN NO EVENT SHALL THE SERVICE PROVIDERS BE LIABLE FOR SPECIAL, CONSEQUENTIAL, LIQUIDATED, INCIDENTAL, INDIRECT, EXEMPLARY, MORAL, OR PUNITIVE DAMAGES EVEN IF NOTIFIED OF THE POSSIBILITY OF SAME. THIS SECTION SHALL EXTEND TO, BENEFIT, AND EXPRESSLY APPLY TO THE SERVICE PROVIDERS AND THEIR AFFILIATES, SUCCESSORS, ASSIGNS AND AGENTS.
AML AND OFAC COMPLIANCE: You represent and covenant to Spire that you are not and will not become, an OFAC Prohibited Person, and you are not acting and will not act as an agent or nominee in connection with this transaction on behalf of an OFAC Prohibited Person. Member agrees to provide Spire at any time during the Term with such information as Spire determines appropriate to comply with the Anti-Money Laundering Laws of the United States and similar laws. Spire may suspend performance under these Terms and Conditions, including your use of Benefits, while Spire performs investigations of participant to ensure that you are not an OFAC Prohibited Person. If Spire is unable to determine, in Spire’s sole, unilateral and subjective discretion, that you are not an OFAC Prohibited Person, Spire may cancel and terminate your participation in Spire Loyalty by giving notice to you.
ELECTRONIC SIGNATURE CONSENT AND COMMUNICATIONS:
1. Consent: Spire requires that enrollment, participation and all documentation between you and us be electronically processed and that, except as otherwise herein provided, all of Spire’s written communications to you be conducted by electronic means. You therefore affirmatively consent and agree (initially and on an ongoing basis) that Spire may electronically provide to you the Spire Documents and other all other disclosures, agreements, contracts, rules and regulations, account statements, receipts, modifications, amendments and all other documents, instruments and materials related to Spire Loyalty (collectively, “Electronic Records”), including, for example, any amendment or updates to these Terms and Conditions or any other Spire Documents. All Electronic Records may be delivered to your Provided Email Address (as defined below) or Spire may post such Electronic Records on a webpage setup by Spire for each Member on the Spire Website (the “Member Webpage”), or otherwise on the Spire Website. If Spire posts Electronic Records on the Spire Website, Spire may send a message to your Provided Email Address. Spire reserves the right to send any or all Electronic Records or other records to you in paper form to your current postal mailing address on file. Electronic notices and Electronic Records delivered via telecommunication, whether to your Provided Email Address shall have the same force and effect as if delivered to you in paper form. You covenant and agree to regularly check the Spire Website and Member Webpage (if any) for communications pertaining to the Spire Documents.
2. Scope and Withdrawal of Consent: Your consent and agreement to receive communications and to transact business electronically, and Spire’s agreement to do so, applies to all Electronic Records, as well as all Spire and/or partner/affiliate marketing communications and other offers, benefits and other similar communications. You hereby further agree and consent to the general use of electronic signatures in connection with Spire Loyalty, the Spire Documents, and you agree to be bound whenever you click on an “Agree”, “Accept” or a similar button, or otherwise manifests assent on the Spire Website, at which time a valid, binding and enforceable contract shall be formed. The Spire Website, the Member Webpage (if any), and any electronic communication contemplated by the Spire Documents, including delivery of Electronic Records, are Internet-based programs, and are therefore subject to potential malicious interference by third-parties. You understand and accept this risk and agrees that Spire and the Service Providers shall not be liable for any damages related thereto. The withdrawal of your consent to electronically transact business with Spire will result in the termination of your participation in Spire Loyalty. Withdrawal may be performed by submitting a tangible, non-electronic request to Spire at the address provided in Section 9 above, and subsequently confirming such request via telephone. Withdrawal will not affect the legal validity and enforceability of prior Electronic Records.
3. Paper Copy: You have the right to receive a paper copy of these Terms and Conditions. To request a paper copy you must submit a tangible, non-electronic request to Spire at the address set forth in Section 9 above, with the details of your request. Paper copies will be provided to you at no charge within fourteen (14) days of Spire’s actual receipt of the written request. You further has a right to a paper copy of all Electronic Records and may use the foregoing procedures to request such copies at no charge, provided, however, that Spire shall have no duty to provide any paper copy of any Electronic Records unless your request for such Electronic Records is actually received by Spire within fourteen (14) days of the transmission of such record or records to you.
4. Equipment and Software Requirements: To receive Electronic Records and to access the Spire Website, you need to have a computer with (i) access to the Spire Website, (ii) an active email account at the Provided Email Address, (iii) Microsoft Edge, Google Chrome, Mozilla FireFox, or Safari web browser, and (iv) Adobe Acrobat Reader 10 or higher. You represent that you have such equipment and software and that you are able to download, access, read, review, print and store the Electronic Records provided to you. Spire will notify you in the event that Spire changes hardware or software requirements which will materially affect your ability to access any Electronic Records.
E-MAIL COMMUNICATION: You agree to maintain the e-mail address provided to Spire (your “Provided Email Address”) as a valid, active email address. If you fail to maintain a valid Provided Email Address, then any notice Spire sends to your old email address shall be deemed sufficient notice. You may update the Provided Email Address by submitting a tangible, non-electronic request to Spire at the address provided in Section 9 above, and subsequently confirming such request via telephone. you acknowledge and agree that the Internet is inherently insecure, and that Spire and the Service Providers, jointly and severally, have no liability to you for any loss, claim or damage arising or in any way related to Spire response(s) to any e-mail or other electronic communication that Spire in good faith believes you to have submitted to Spire. Spire has no duty to investigate the validity or to verify any e-mail or other electronic communication. Spire may respond to an e-mail communication provided by you to either the address provided with the communication or the Provided Email Address. Any e-mail returned to Spire undelivered may be re-sent to you at any other e-mail address that Spire has in your file, unless you have previously informed Spire through electronic or written notice that an e-mail address is no longer valid. Although Spire has no obligation to do so, Spire reserves the right to require authentication of e-mails or electronic communications. Spire and the Service Providers will have no obligation, liability or responsibility to you or any other person or entity if Spire does not act upon or follow any instruction to us in the event that a communication cannot be authenticated to your satisfaction.
SPIRE WEBSITE USE: Your use of the Website is governed by the SpireLoyalty.com Terms of Use, which are incorporated herein by this reference.
FORCE MAJEURE: THE SERVICE PROVIDERS, JOINTLY AND SEVERALLY, DO NOT ASSUME, AND HEREBY EXPRESSLY DISCLAIM, ANY LIABILITY OR RESPONSIBILITY, WITHOUT LIMITATION, FOR ANY DAMAGE, EXPENSE, INCONVENIENCE, LOSS, INJURY, DEATH OR DAMAGE TO PERSONS OR PROPERTY IN CONNECTION WITH THE LOYALTY PROGRAM, OR FOR ANY CAUSE WHATSOEVER DUE TO DELAYS, CANCELLATIONS DUE TO NATURE, PANDEMICS, MECHANICAL BREAKDOWNS, STRIKES, CIVIL UNREST, TERRORISM (OR THREAT OF TERRORISM) OR ACTS OF GOD.
VOID WHERE PROHIBITED BY LAW: Some or all parts of Spire Loyalty may not be legal in certain jurisdictions, and Spire Loyalty is void where prohibited by law.
ENTIRE AGREEMENT: No oral promises, representations, or statements are part of these Terms and Conditions or any other Spire Documents. These Terms and Conditions, the Spire Privacy Policy and the other Spire Documents collectively constitute the entire agreement between you and Spire. Except as provided herein, Spire and the Payment Card Networks make no warranty regarding the Benefits including the products and services provided by third parties. If any provision in these Terms and Conditions or the Spire Documents is unenforceable, the unenforceability will not affect the validity of any other provision.
AMENDMENTS: Spire reserves the right to modify these Terms and Conditions at any time without notice, including the right to discontinue or change the benefits of Spire Loyalty. If we make any material changes to these Terms and Conditions or terminate Spire Loyalty, we will post the new Terms and Conditions on the Website and we may notify you by on your Member Webpage or Provided Email Address.

PLEASE SEE WEBSITE FOR TERMS AND CONDITIONS. ADDITIONAL TERMS AND CONDITIONS APPLY AND MAY CHANGE FROM TIME TO TIME IN THE SOLE DISCRETION OF SPIRE.

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