Terms & Conditions

Derby Street Shops (“Derby Street”) Insider Loyalty Program Terms & Conditions

I. What is the Derby Street Insider Loyalty Program?

The Derby Street Insider Loyalty Program (the “Program”) is a loyalty program that allows you to earn and redeem points through your phone for visiting and making qualified purchases at the Derby Street Shopping Center and participating in other qualifying activities on the Derby Street Insider Loyalty App (the “App”). The Program and App are collectively referred to as the “Services.”

Our Insider Loyalty Program is free of charge and aims to offer a seamless experience, allowing holders of a single account to (i) benefit from offers, services, promotions and information exclusively offered at Derby Street Shopping Center and (ii) access exclusive content, offers, events, and invites.

By using our App, you consent to be legally bound by these Terms and Conditions (the “Program Terms”). The Program is sponsored by Derby Street Shopping Center. Insider Loyalty LLC is a third-party provider that owns and manages the App and its associated software and platform. Users must accept and agree to these Program Terms by signing into the App and clicking the appropriate buttons when prompted to do so. The Program Terms may be periodically updated by Derby Street Shopping Center or Insider Loyalty LLC without notice to you. If, for any reason, you do not agree with all of the Program Terms, please discontinue using the Services immediately. If you discontinue use, you will not be able to earn or redeem points, or otherwise use the App. You may access a current, effective copy of the Program Terms on the App and at the following website: https://derbystshops.com/terms/.

THE EXCLUSIVE DEALS, OFFERS AND BENEFITS AVAILABLE THROUGH THE APP ARE ONLY AVAILABLE AT DERBY STREET SHOPPING CENTER. THE DERBY STREET INSIDER LOYALTY PROGRAM IS NOT AFFILIATED WITH ANY OTHER SHOPPING CENTER OR RETAIL PROPERTY.

II. Eligibility – Create Your Account

You can become a member of the Program (an “Insider” or “Member”) for free by downloading the Derby Street Insider Loyalty App.

To enjoy benefits from the Program, you must register and create an account with Derby Street Shopping Center through the App (an “Account”). To register and create an Account with us, you will have to fill in your information in the required registration fields (including first and last names and email), and choose a password. Derby Street Shopping Center may from time to time request additional information from you necessary to administer the Program and help prevent fraud.

You agree to provide true, accurate and complete information, as well as to update such information when necessary.

The Services are offered and made available only to users 18 years old or older. If you are not yet 18 years old, please discontinue using the Services immediately. By using or attempting to use the Services, you certify that you are at least 18 years old.

ONLY ONE MEMBER ACCOUNT MAY BE CREATED PER EMAIL ADDRESS, AND EACH INDIVIDUAL PERSON MAY HAVE ONLY ONE (1) MEMBER ACCOUNT.

You may only access and use the App for your own personal, non-commercial use.

You are responsible for creating a secure Account and for maintaining the security of that Account. If there is unauthorized access to your Account information by a third party, Derby Street Shopping Center is not liable for improper access to the Account, or for changes to your account by another User or third party. Derby Street Shopping Center is not responsible in such circumstances for reinstatement of lost reward points or for any damages or losses sustained by a User as a result of such unauthorized access.

If you become aware of any fraudulent or unauthorized activity on your Account, you must report the fraudulent or unauthorized activity to Derby Street Shopping Center in writing at DerbyStreetInsider@wsdevelopment.com and provide relevant information in connection with such activity.

III. Participation in the Derby Street Insider Loyalty Program

Insider Membership Levels

By participating in the Program, you will have the opportunity to earn Insider Points by participating in Qualifying Activities and making Qualifying Purchases as described in Section IV below which can then be redeemed for Insider Rewards as described in Section V below.

Under the Derby Street Insider Loyalty Program, there are three different levels of benefits available to Members: Insider, VIP, and VVIP. Each level comes with different benefits and perks as explained below:

Insider:

You automatically become an Insider once you download the App and create an Account.
Members earn Insider Points by visiting* Derby Street Shopping Center by checking in by opening the App upon arrival and for completing key activities (e.g., in-app quizzes and scanning QR codes available from time to time at certain locations in the Shopping Center). *You will be required to stay at the property for at least 15 minutes after checking in through the App in order to earn Insider Points for visiting. This will also require you to turn on your location services through your phone.

BY TURNING ON YOUR LOCATION SERVICES, YOU ARE CONSENTING TO DERBY STREET SHOPPING CENTER MONITORING YOUR LOCATION THROUGH THE APP.

VIP:

VIP Members receive all of the benefits of an Insider.
To become VIP, you must link at least one valid and eligible Visa^® or Mastercard^® credit card (“Enrolled Card”) to your Account. Please note that not all credit cards are eligible to be linked to your Account for use in the Program. Without limitation, Visa Buxx, Flexible Spending Account (FSA) Visa cards, EBT Visa cards and other Visa-branded cards whose transactions are not processed through the Visa U.S.A. payment system are not eligible to participate. Mastercard-branded cards whose transactions are not processed through the Mastercard U.S.A payment system are not eligible to participate. All determinations as to card eligibility are at the sole discretion of Derby Street Shopping Center. In order to be eligible as an Enrolled Card, the valid and eligible credit card must be issued by a U.S. financial institution. You may link multiple eligible credit cards to your Account. If your Enrolled Card expires or is unlinked from your Account, your VIP membership status will be reduced to Insider status until such time that you link a valid and eligible Visa^® or Mastercard^® credit card to your Account.
VIP members earn one point for every dollar spent at Participating Merchants at the property and gain exclusive VIP access and invites to select events when offered at the Derby Street Shopping Center.

VVIP:

VVIP members receive all of the benefits of a VIP Member.
You can advance to VVIP level by earning 2,700 Insider Points through any combination of Qualifying Purchases, Qualifying Activities and Bonus Insider Points Activities during one calendar year. Once VVIP status is reached, a Member will retain VVIP status for the remainder of the year plus the next full calendar year.
If your Enrolled Card expires or is unlinked from your Account, your VVIP membership status will be reduced to Insider status until such time that you link a valid and eligible Visa^® or Mastercard^® credit card to your Account.
VVIP members earn two points for every dollar spent at Participating Merchants at the property and gain exclusive VVIP access and invites to select events when offered at the Derby Street Shopping Center.

Chart of Insider membership levels

IV. Earning Insider Points on the App

How to Earn Insider Points

Members can earn Insider Points by completing the Qualifying Activities, making the Qualifying Purchases, and completing the Insider Bonus Points Activities described below:

Qualifying Activities:
- Visiting the Property. You will need to turn on your location-services through your phone, check in by opening the App upon arrival, and must stay on the property for at least 15 minutes. Maximum of one (1) check-in at the property per day.
- Qualifying Activities will be available in the App and updated periodically and may include activities such as scanning QR codes at certain designated locations at the property or completing an in-App quiz or game. Details regarding the requirements for completing an available Qualifying Activity and the number of Insider Points that can be earned will be provided through the App.
- Members will be able to track in the App the number of Qualifying Activities completed and the number of Insider Points earned and awarded to their Account. You are responsible for ensuring that Insider Points earned from Qualifying Activities are properly credited to your Account. It may take up to three (3) business days after a Qualifying Activity is completed for your Insider Points to be viewable via your Account. You should email DerbyStreetInsider@wsdevelopment.com if it has been more than three (3) business days and the Insider Points have not been applied to your Account. You may be asked to provide additional, supporting information, as required to facilitate a request to update your Account. Requests received after 60 days of completing a Qualifying Activity may not be eligible to be credited to your Account. We are not responsible for investigating any request if you have not notified us within 60 days of the Qualifying Activity.
Qualifying Purchases. Earn Insider Points when you make Qualifying Purchases using an Enrolled Card at our collection of participating merchants at the Derby Street Shopping Center (“Participating Merchants”). Qualifying Purchases means any purchase of goods or services by you at Participating Merchants located at Derby Street Shopping Center, through an Enrolled Card linked to the App, and in compliance with the terms and conditions below.
- For a Qualifying Purchase, Insider Points will be earned under the following conditions:
  - Member completes a purchase on-site at any of the Participating Merchants located within the Derby Street Shopping Center using an Enrolled Card, during any time period defined by Derby Street Shopping Center, and in accordance with any additional terms provided through the App;
  - Such purchase appears in the records of an Enrolled Card linked to your Account as provided to Derby Street Shopping Center by Olive Group Ltd. (“Olive”), our third-party technology and services provider of payment account information and functionality of the Program; and
  - Such purchase is subject to the identification of the underlying transaction in the records and its verification by Derby Street Shopping Center, and
  - Such purchase is verified prior to reaching any disclosed limit, expiration term or maximum participation level.
- You cannot earn Insider Points for purchases made for pick-up, online or in a brand-specific mobile app for a Participating Merchant, or for delivery in third-party platforms (e.g. DoorDash, Uber Eats, Grubhub, etc.). Qualifying Purchases must be made at a Participating Merchant located in the Derby Street Shopping Center.
- You acknowledge that Visa and Mastercard, may be unable to monitor every transaction made with your Enrolled Card, including PIN-based purchases, purchases you initiate through identification technology that substitutes for a PIN, payments made through other payment methods (such as a digital wallet or a third party payment app, where you may choose your card as a funding source but you do not present your card directly to the Participating Merchant), payments of existing balances, balance transfers, or transactions that are not processed or submitted through the related card’s payment system, and that these transactions are not eligible.
- If a product that is purchased through a Qualifying Purchase is returned by you to the Participating Merchant at the property, any Insider Points earned from such Qualifying Transaction will be removed from your Account. Such removal of Insider Points may result in your Account having a negative balance depending on the amount of Insider Points earned and redeemed in your Account between the date of the original Qualifying Purchase and the date of the product return to the Participating Merchant at the property.

DESPITE REASONABLE EFFORTS MADE, THE PROCESS OF IDENTIFYING QUALIFYING PURCHASES MAY BE SUBJECT TO ERRORS AND CONSEQUENTLY MEMBERS’ ACCOUNTS MAY NOT BE CORRECTLY AWARDED INSIDER POINTS AUTOMATICALLY. PLEASE CONTACT CUSTOMER SUPPORT SERVICES AT DerbyStreetInsider@wsdevelopment.com IN CASE YOU SUSPECT SUCH AN ERROR HAS OCCURRED FOR FURTHER INVESTIGATION. Derby Street Shopping Center reserves the right to require additional information from you to confirm your Qualifying Purchase.

Bonus Insider Points Activities.
- Bonus Insider Points offers will be available in the App and updated periodically and may include such one-time, promotional activities such as earn 3x Insider Points when making a purchase at specific Participating Merchants or earn Bonus Insider Points when you make purchases at Participating Merchants each weekend during a specific month. Details regarding the requirements for completing an available Bonus Insider Points Activity and the number of Bonus Insider Points that can be earned will be provided through the App. Bonus Insider Points Activities are subject to change and may have specific restrictions or conditions that will apply and be disclosed in the App.
- Members will be able to track in the App the number of Bonus Insider Points Activities completed and the number of Bonus Insider Points earned and awarded to their Account. You are responsible for ensuring that Bonus Insider Points earned from Bonus Insider Points Activities are properly credited to your Account. It may take up to three (3) business days after a Bonus Insider Points Activity is completed for your Bonus Insider Points to be viewable via your Account. You should email DerbyStreetInsider@wsdevelopment.com if it has been more than three (3) business days and the Bonus Insider Points have not been applied to your Account. You may be asked to provide additional, supporting information, as required to facilitate a request to update your Account. Requests received after 60 days of completing a Bonus Insider Points Activity may not be eligible to be credited to your Account. We are not responsible for investigating any request if you have not notified us within 60 days of the Bonus Insider Points Activity.
Terms and conditions applicable to earning and use of Insider Points:
- Your Insider Points will expire 365 days after the date they are earned. You can view and track your balance and available Insider Points in your Account through the App.
- A maximum of 500 Insider Points can be earned with any individual Qualifying Transaction.
- Insider Points are non-transferable and may not be sold, bartered or assigned to any other Member or third party.
- Insider Points have no cash value and are not redeemable for cash or its equivalent.
- Earned Insider Points will usually appear in your account within three (3) business days from the activities identified above. You will be able to track in the App the number of Insider Points earned and awarded to your Account, as well as the number of Insider Points deducted from your Account through redemption.
- You are responsible for checking the App regularly for Program rules, restrictions, conditions and termination dates.
- You may be presented with bonus offers to earn Bonus Insider Points via the App, by mobile device notification, and through other channels including by email (“Bonus Offers”). At any point in time you can opt-out of receiving additional information regarding Bonus Offers through your Account settings within the Services or as otherwise set forth in these Program Terms.
- Derby Street Shopping Center reserves the right, in its sole discretion, to remove awarded Insider Points, as well as prevent from enrolling in, suspend, and/or remove from the Program, any Member for any reason, including any Insider Points awarded in error, or in the event of any suspected fraud, abuse, or misuse in connection with the Program.

V. Insider Rewards

Convert your Insider Points into Insider Rewards, redeemable for discounts on-site at Participating Merchants:

Members can redeem available Insider Points for Insider Rewards through the App to receive a discount (i.e. $5, $10, $20, $50) off your purchase at Participating Merchants with accompanying minimum spend. Insider Rewards will be available in the Reward Center of the App, will vary over time and by Participating Merchant, and may have defined time periods and minimum spend requirements. Some Insider Rewards may be limited to certain Participating Merchants. The terms applicable to available Insider Rewards will be provided and regularly updated through the App.
Participating Merchants are merchants located within the Derby Street Shopping Center who have agreed to participate in the Derby Street Insider Loyalty Program. The identity of Participating Merchants at the Derby Street Shopping Center can be confirmed in member FAQs here and may change over time.
In order to redeem available Insider Points for Insider Rewards, you must comply with the following activation steps through the App:
- First, confirm that all terms of the Insider Reward you have selected in the Rewards Center of the App are satisfied, including that the amount of Insider Points designated in the Insider Reward are available in your Account and the transaction meets the minimum spend requirement associated with the selected Insider Reward.
- Second, you must activate the Insider Reward through the prompts you will receive in the Reward Center of the App. The activation period for an Insider Reward will only last for three (3) minutes. Therefore, you should only activate the Insider Reward when you are at the checkout and ready to pay the retail associate or restaurant server and complete the purchase at the Participating Merchant.
  - The Insider Reward will be activated when you press “Start Timer” in the App. Once activated, you will have three (3) minutes to complete the Insider Reward transaction.
  - Once the Insider Reward is activated in the App, the Insider Points will be deducted from your Account and cannot be used in connection with any other Insider Reward.
  - The activated screen for the Insider Reward in the App must be shown to the retail associate or server at the Participating Merchant prior to completion of the Insider Reward transaction.
- Provided the transaction is completed within the 3-minute activation time period, you will receive the discount associated with the Insider Reward directly from the Participating Merchant.
- If the transaction with the Participating Merchant is not completed within the 3-minute activation time period for any reason, you will not receive the discount associated with the Insider Reward which will still be counted against any Insider Reward limits for your Account.
All redemption of Insider Points are final and irrevocable. Once an Insider Reward is activated in the App by a Member, the Insider Points associated with the activated Insider Reward will be permanently deducted from the Member’s Account and will not be credited back to such Account under any circumstance, including without limitation return of the purchased goods at the Participating Merchant, refund of the purchase price for services rendered by the Participating Merchant, technical error or malfunction, or failure to complete the Insider Rewards transaction within the activation time period. Neither Derby Street Shopping Center nor Insider Loyalty LLC shall be responsible for crediting either the Member’s Account or the Participating Merchant’s account following the permanent deduction of Insider Points from the Member’s Account after activation of an Insider Reward.
Terms and conditions applicable to Insider Rewards and redemption of Insider Points:
- Insider Rewards can only be activated and redeemed through the Reward Center in the App.
- Insider Rewards are only valid at the Participating Merchants located in the Derby Street Shopping Center.
- Limit of one (1) Insider Reward per transaction.
- Limit of four (4) Insider Reward transactions per Participating Merchant per calendar year.
- Insider Rewards cannot be used to pay for sales tax or other applicable government charges or fees.
- Unless expressly allowed by a Participating Merchant in the Insider Reward terms, Insider Reward cannot be combined with any other in-store reward, discount, coupon or offer.
- Insider Points can only be redeemed one time and will be permanently deducted from a Member’s Account upon activation of an Insider Reward regardless of whether the Insider Reward transaction is completed within the activation time period for any reason.
- Insider Rewards are non-transferable and may not be sold, bartered or assigned to any other Member or third party.
- Insider Rewards have no cash value and are not redeemable for cash or its equivalent.
- Insider Rewards cannot be redeemed for alcohol or alcoholic beverages.
Derby Street Shopping Center reserves the right to set and revise redemption limitations and additional conditions for Insider Rewards, without prior notice.

VI. Information in the App and Third-Party Information, Services, and Links

The information presented through the App is made available solely for general information purposes. Derby Street Shopping Center does not warrant the accuracy, completeness, or usefulness of this information. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the App.

All information generated from you in establishing your Account, participating in the Program and promotional offers, making Qualified Purchases, participating in Qualifying Activities, using or redeeming the Insider Points for Insider Rewards, and otherwise using the Derby Street Insider Loyalty App is held and processed by Derby Street Shopping Center in accordance with the Derby Street Shopping Center’s Privacy Policy: https://derbystshops.com/privacy/.

To earn Insider Points by visiting the property and checking in by opening the App with location-services turned on, your location will be tracked and monitored by Derby Street Shopping Center.
YOU MAY RECEIVE TARGETED MARKETING MATERIALS AND INDIVIDUALIZED OFFERS FROM PARTICIPATING MERCHANTS ON THE APP BASED ON YOUR PURCHASES AND ACTIVITIES IN CONNECTION WITH THE PROGRAM.
Olive is used in the Derby Street Insider Loyalty App to gather Members’ transaction data from financial institutions. By linking your Enrolled Card, you agree that Derby Street Shopping Center, Olive, Visa and Mastercard may view your transactions made by you through the Enrolled Card, and you agree that Olive may act on your behalf to access and transmit your personal and financial information from the relevant financial institution. By enrolling in the Program, you grant Derby Street Shopping Center, Olive, Visa and Mastercard the right to access, monitor and utilize your transaction data on your Enrolled Card(s) to provide you with the agreed-upon benefits under the Program, including receipt of unique Program based offers and/or location-based offers presented via e-mail, push notifications. You also grant Derby Street Shopping Center and Olive the right to use your transaction data for the purposes of improving the Services. We do not sell your information, including your transaction data.
The App may include content provided by third parties, or based on information published on third-party websites or content on social media and other publications. We are not responsible, or liable to you or any third party, for the content provided by any third party.
The App contains links to third-party websites, applications, and services that are not owned or operated by Derby Street Shopping Center or Insider Loyalty LLC (“Third-Party Services”). Separate terms and conditions apply to Third-Party Services. You should read those terms and conditions carefully before accessing any Third-Party Services.

VII. Release of Liability; Warranty Disclaimer

Derby Street Shopping Center and Insider Loyalty LLC make no guarantees, warranties, or representations of any kind concerning the Services except as expressly contained in these Program Terms. You release Derby Street Shopping Center, Insider Loyalty LLC, Olive, Visa, Mastercard and their officers, directors, elected officials, affiliates and agents, and merchants from all liability regarding your participation in the Program and use of the App, including without limitation the earning, redemption, and use of Insider Points and Insider Rewards, including any rewards that, after receipt, may be lost, stolen, or destroyed. Participating Merchants are independent contractors and are not agents or representatives of Derby Street Shopping Center or Insider Loyalty LLC. Redemption options may vary based on the Participating Merchants. Derby Street Shopping Center is not responsible for, and assumes no liability for, the actions or redemption responsibilities of a Participating Merchant. Nothing in the Program or in these Program Terms is intended to create any agency, partnership or joint venture between Derby Street Shopping Center and any Participating Merchant. If any Participating Merchant improperly denies any Member any benefit they are entitled to under the Program, the liability of the Participating Merchant, or of Derby Street Shopping Center, is limited to the fair market value of the denied benefit as determined by Derby Street Shopping Center.

THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DERBY STREET SHOPPING CENTER AND ITS SERVICE PROVIDERS (INCLUDING INSIDER LOYALTY LLC, OLIVE, VISA, MASTERCARD, ANY PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DERBY STREET SHOPPING CENTER AND ITS SERVICE PROVIDERS (INCLUDING INSIDER LOYALTY LLC, OLIVE, VISA, MASTERCARD, ANY PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS) DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS.

You agree that Derby Street Shopping Center has not represented that: (1) the Program will include any particular products or services, (2) that the Program and any other Services provided through the App will not be interrupted, without omissions or error free, or (3) that defects will be corrected or changes implemented. UNDER NO CIRCUMSTANCES INCLUDING BUT NOT LIMITED TO DERBY STREET SHOPPING CENTER’S, INSIDER LOYALTY LLC’S, OLIVE’S, VISA’S OR MASTERCARD’S OWN NEGLIGENCE, WILL DERBY STREET SHOPPING CENTER, INSIDER LOYALTY LLC, OLIVE, VISA OR MASTERCARD BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE PROGRAM, EVEN IF A REPRESENTATIVE OF DERBY STREET SHOPPING CENTER OR INSIDER LOYALTY LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In the event Derby Street Shopping Center is held liable for any act, error or omission related to the Program, your sole and exclusive remedy will be limited to reimbursement for services or products you paid for but did not receive under the Program, or the issuance of Insider Points under the Program as compensation, at Derby Street Shopping Center’s election. You agree to waive any claim or action of any kind in any forum that is not commenced and served on Derby Street Shopping Center within two (2) years after the first occurrence of the kind of act, event, condition or omission upon which the claim or action is based.

VIII. Termination, Account Cancellation or Suspension

Derby Street Shopping Center reserves the right to change, suspend, or discontinue all or any part of the App and Program at any time without prior notice or liability. This includes the right to modify, amend, cancel, delete, change or terminate the Insider Loyalty Program or any terms of the loyalty program in any manner at any time in Derby Street Shopping Center’s sole discretion, including but not limited to terms applicable to eligibility for participation, point values, redemption values, rules for receiving or using the reward points, or any other aspect of the loyalty program. These modifications may affect the Insider Points already earned, awarded or received, including the opportunity to use such reward points or their redemption rate.

Your Account may be suspended or terminated at any time and at the sole discretion of Derby Street Shopping Center. Upon termination for any reason and by any party, your Account balance is cancelled and any unused Insider Points and unredeemed Insider Rewards are forfeited.

You may cease participation in the Program at any time by deactivating your Account. As part of the process of deactivating your Account, you must ensure that all Enrolled Cards have been unenrolled. You can unenroll an Enrolled Card at any time by going into the Program settings in the App, viewing Enrolled Cards, and clicking the “unlink your card” button next to the Enrolled Card you wish to remove from the Program.

IX. Accessing and Downloading the Derby Street Insider Loyalty App

Access and participation in the App can only be accessed through the app store on your phone.

X. Ownership of Services and Limited License

The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Derby Street Shopping Center, Insider Loyalty LLC and its licensors exclusively own all right, title and interest in and to the Services, including the App and all associated intellectual property rights. Subject to your compliance with these Program Terms, we grant you a limited non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes.

XI. Unauthorized Activities

The Services may be used and accessed for lawful purposes only. You agree that you will not do any of the following while using or accessing the Services: (1) access or tamper with the Services, our computer systems, or the technical delivery systems of our providers; (2) gather and use information, such as user names, real names, email addresses or transmit any unsolicited advertising, junk mail, spam or other form of solicitation; (3) use the Services for any commercial purpose or for the benefit of any third party or in any manner not authorized by these Program Terms; (4) violate any applicable law or regulation; (5) use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Services or any portion of the Services, without the our permission; or (6) encourage or enable any other individual to do any of the foregoing.

Except as expressly permitted in these Program Terms, you may not: (i) copy, modify adapt, or create derivative works of the Services; (ii) distribute, transfer, sublicense, sell, lease, lend, rent or otherwise exploit the Services; (iii) reverse engineer, decompile or disassemble the Services; or (iv) make the functionality of the Services available to multiple users through any means. All rights in and to the Services not expressly granted to you under these Program Terms are reserved.

We reserve the right to suspend the Services, investigate and/or prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who we reasonably believe, in our sole discretion, has violated these Program Terms.

XII. General Terms

Force Majeure. Neither Derby Street Shopping Center nor its service providers (including Insider Loyalty LLC, Olive, Visa, Mastercard and/or payment processors) will be liable or responsible for any delays in providing the Services as a result of any event beyond its reasonable control, including without limitation, adverse weather conditions, internet outage or interruption of service, denial of service attacks, telecommunications or power outage, fire, flood, civil disobedience, labor disruptions, strikes, lockouts, government-ordered closures, pandemic, epidemic, embargoes, terrorism, natural disaster, war or acts of God.
Severability. The validity or unenforceability of any provision of these Program Terms shall not affect the validity or enforceability of any other provision of this Agreement.
Modifications. No modification of these Program Terms shall be effective unless it is in writing and signed by an authorized representative of Derby Street Shopping Center.
Choice of Law. These Program Terms shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to or application of conflicts of law principles. You consent to the jurisdiction of the Commonwealth of Massachusetts and venue in the County of Plymouth, with regard to any controversy or claim arising out of or relating to the Program or these Program Terms.
Assignment. You shall not assign any of the rights or obligations under this Agreement without the prior written consent of Derby Street Shopping Center.
Successors and Assigns. These Program Terms are binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
No Waiver. No failure or delay by a party exercising any right, power or privilege under these Program Terms will operate as a waiver thereof.
Interpretation. Headings are for reference purposes only and do not limit the scope or extent of such section.
Entire Agreement. These Program Terms comprise the entire agreement between the parties and supersedes all prior or contemporaneous agreements, written or oral, between the parties regarding the subject matter contained herein.