Terms & Conditions for OdorLock Prime 2022 Rewards Contest

These terms and conditions, including any terms incorporated herein by reference (collectively, the “Terms”) constitute a binding agreement between you and Intersand America (together with its affiliates and subsidiaries, collectively, “Intersand”, “us” or “we”) relating to your use of the OdorLock Prime Application (the “App”) and associated with the OdorLock Prime 2022 Rewards Program (the “Program).The Program is provided to you by Intersand and may be powered by a third-party mobile technology solution.

Please read these Terms carefully. In the Terms, “you” or “your” means the legal entity that has registered for the Program or has authorized or permitted its authorized or designated representative(s) to register for the Program, the Store (as defined below), and any person(s) the legal entity, the Store, and/or their authorized or designated representatives has authorized or permitted in any way to use the App, Program, or any associated account. Use of the App, the Program, or any other service provided through the App constitutes your acceptance of these Terms and you agree to be bound by these Terms. You represent and warrant that you are eligible to participate in the Program per these Terms, and that any designated representative of yours, or any person you and/or yours or the Store’s authorized or designated representatives has authorized or permitted to register or use the App in any way, is over eighteen (18) years of age, has a legal residence in the United States, and that you and any designated representative of yours, or any person you and/or yours or the Store’s authorized or designated representatives has authorized or permitted to register or use the App in any way are capable of entering into a legally binding agreement. Your right to use the App and the Program is conditioned upon your acceptance and compliance with these Terms.  If you do not agree to be bound by these Terms, you are not authorized to use the App or Program and you should delete the App immediately and discontinue any access to or use of the Program. 

NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER THAT AFFECTS YOUR RIGHTS REGARDING HOW TO RESOLVE DISPUTES WITH INTERSAND. PLEASE READ IT CAREFULLY. IT IS CONTAINED IN SECTION 14 BELOW.

1. Registration and Use of Data

To participate in the Program, you must complete the registration process at www.odorlockprime.com. You agree that you will provide accurate and complete information in response to the registration and that you will keep the information that you provide up to date.  

By participating in the Program and/or using the App, you authorize Intersand to collect information about your registration and your account activity, which may include, without limitation, the items purchased rewards redeemed, or any other information related to any action connected with the Program and/or the App. Our use of such information, including, without limitation, for marketing purposes, shall be subject to Intersand’s Privacy Policy located at www.odorlockprime.com, which may be updated from time to time, in Intersand’s sole discretion. You authorize Intersand to monitor your Program and/or App account activity. We have the right to take any necessary legal action based on fraud, abuse, or suspicious activity in connection with your account or any of your activities relating to the Program and/or the App, and you agree to cooperate with any such action or investigation. If you are engaged in such activity, you may be liable for Intersand’s damages, including monetary losses and legal expenses.

You acknowledge and agree that use of the App and the Program are limited to eligible, registered users of the App and the Program. Intersand reserves the right to approve, deny, or revoke your enrollment to use the App or participate in the Program for any reason. 

2. Using the Program and the App

You agree that you will exercise reasonable care in safeguarding any device on which you have installed the App and keep your username, password, and/or personal identification number (“PIN”) confidential and secure and that you will notify Intersand immediately if you believe that a fraudulent or unauthorized transaction has been conducted using the Program or the App or if you become aware of any other breach of security relating to the Program or the App. 

You agree that your use of the App is at your own risk and that you will not use the App while operating a vehicle. 

You are responsible for any fees or other charges that your wireless carrier may charge for any related data or message services because of your use of the App, the Program, or any other services provided through the App.

You may access your transaction history through the App.  Your transaction history will contain certain information concerning your OdorLock cat litter purchases through Intersand America Distributors.  The transactions will be updated once a month. If you think transactions are missing in your profile, you can contact [email protected] for support.

Intersand may suspend or terminate your rights in and to the Program, the App, or any other services accessible through the App, at any time, with or without notice, in Intersand’s sole discretion including, without limitation, if a newer version of the App or a service thereof is available, to improve or revise the Program, the App or any functionality thereof; to add or remove your access to a service accessible through the App; to modify ease of use for you or Intersand; to correct an error or bug; to prevent or discontinue harmful or improper access to the Program, the App or a service thereof; to prevent or discontinue unauthorized use of the Program, the App or a service thereof; to comply with a platform provider or governmental or regulatory authority request; or to comply with a statue or judicial order.  We may provide notice to you of such changes or any suspension or modification to the extent required by applicable U.S. law.

Intersand reserves the right, at our sole discretion, to modify these Terms and/or to add and remove features and capabilities from the Program and/or the App and to create limits on the use of the Program and/or the App, including, without limitation, additional registration or verification requirements or geographic restrictions, at any time and without notice.

3. Consent to Receiving Electronic Communications

Except as otherwise required by U.S. law, you acknowledge and agree that we may provide any notice permitted or required under these Terms via mail, email, posting on our website, SMS, in-app or push notification, or any other reasonable means.  By using the App, you acknowledge and agree that we may communicate with you regarding the Program and/or the App electronically, and consent to receiving such communications.  These communications may include notices about your account (e.g., change in password, confirmation e-mails, and other transactional information) and are part of your relationship with Intersand. Such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by us. 

 4. Eligibility; Earning Rewards

Eligibility:

Only a pet specialty retailer (through its authorized or designated representative(s)) based in the United State (a “Store(s)”) may register and/or participate in the Program. Only one registration per Store is allowed.

How the Program and Earning Rewards Works:

The Program provides Stores with opportunities to earn rewards for purchasing qualifying OdorLock products from a Store’s distributor. The Program begins on March 18^th at 12:00 a.m ET and is scheduled to end at 11:59 p.m. ET on December 31, 2022 (the “Rewards Period”), but Intersand reserves the right to shorten, extend, suspend, modify, or cancel the Program, at its discretion, at any time.  

Once your Store’s registration is approved, you will receive an email with a link to download the App. It is your sole responsibility to ensure that all registration information and any information in the App you have submitted is up to date at all times.

Only the one authorized or designated representative per Store may register for or participate in the Program and/or earn points. If multiple registrations under the same Store are attempted, Intersand reserves the right to merge or delete accounts.

After registering, you will earn 1 point for every $1 (excluding taxes) spent by you during the Rewards Period (plus you will receive retroactive points for purchases back to January 1, 2022) on qualifying purchases from your distributor of OdorLock cat litter products by Intersand (excluding purchases of ODORLOCK 40LB – BULK BAG – NOT FOR RESALE, which do not qualify for points).

Points will be recorded monthly upon Intersand’s receipt of sales reports from CoopDIGITy. Each Intersand distributor will send their sales report(s) to ReSight, and Intersand will upload these sales into the App. If your distributor does not use with ReSight, you can send your purchasing receipts of qualifying OdorLock products by email to [email protected] and the Intersand team will manually upload your points in the App. You will be able to see your points on the App.

Rewards are available in levels based on the number of points earned.  For levels 1 and 2 (see below), you can collect your reward as soon as you have earned the required number of points.  You can only receive one reward per level.

Level 1: After earning 1,500 points, you will receive a credit for five (5) free 25-lb. bags of Intersand’s OdorLock cat litter on your next order from your distributor.

Level 2: After earning 4,000 points, you will be eligible to receive one (1) $200 Gift card for one of the following retailers:

Ace Hardware, Amazon, Delta Airlines, Apple, Hotels.com, Sephora, Spa & Wellness, Wayfair, or Williams-Sonoma (none of these retailers are a sponsor of or affiliated with the Program or the App in any way).

You may select the gift card through the App or by sending an email to [email protected]. The gift card will be sent to you by email. Intersand is not responsible and cannot be liable for your use of the gift card in any way, or for the terms and conditions of the use of the gift card you select.  Your use of the gift card will be exclusively governed by the gift card’s own terms and conditions.  Intersand is not responsible for and will not replace lost, stolen, damaged, or expired gift cards.

PRIME level: This level is reserved for up to the ten (10) Stores which earn the most points, but who also must earn at least 6,000 points.  No more than 10 Stores will achieve the Prime level, no matter how many points a Store might earn, unless Intersand determines to permit more Stores to achieve this level, in its sole discretion.  If less than 10 Stores earn at least 6,000 points, then there will be less than 10 Stores who achieve the Prime level, unless Intersand determines to permit more Stores to achieve this level, in its sole discretion.

The 10 (or fewer) Stores who achieve the Prime level will each receive as a reward two (2) tickets to a Denver Nuggets game in the year 2023 (date(s) to be determined and announced later in 2022), along with two (2)  airline tickets for domestic travel (you may book the tickets and Intersand will reimburse you for the amount of the tickets, up to a limit of $500 per person total), up to $250 for car rental costs (you may rent the car and Intersand will reimburse you, up to a total of $250), one (1) hotel room for two (2) nights at a hotel chosen and booked by Intersand, and a guided visit to Intersand’s plant (the “Reward Package”).  The total value of the Reward Package will not exceed $1,350 per person.

You may choose the representative (plus guest) to attend the Reward Package on your behalf.  If your chosen representative and/or guest cannot attend any portion of the Reward Package for any reason (including but not limited to scheduling issues or travel delays) and you are unable to make arrangements with us in sufficient time to have another representative and/or guest attend, you forfeit the Reward Package in its entirety. In such a case, Intersand may choose to provide the Reward Package to a different Store in its sole discretion (or not to do so), and Intersand is under no obligation to provide a different date for the Reward Package or make any additional or alternative reward or Reward Package available to you. 

Intersand will contact the Stores that achieve the Prime level by email or phone.

Taxes and all other costs and expenses of any kind associated with receiving, using, and/or accepting any Level 1, Level 2, or Prime Level reward and/or Reward Package and/or use of the same, if any, are your sole responsibility. 

5. Right to Modify Terms; Right to Terminate Program and/or App; Force Majeure

Intersand may, with or without notice and in its sole discretion, modify, restrict, terminate, or waive any of these Terms at any time. Your continued use of the Program and/or the App constitutes your acceptance of any changes to these Terms. You are responsible for remaining knowledgeable of any changes that Intersand makes to the Terms. The most current version of these Terms will be available at www.odorlockprime.com and will supersede all previous versions of these Terms.

Intersand may, with or without notice and in its sole discretion, terminate or suspend the Program and/or the App at any time. 

The failure of Intersand to comply with the Terms because of an act of God, war, fire, riot, terrorism, earthquake, hurricane, storm, epidemic, pandemic, act, decree, or regulation of a governmental body or public authority, or for any other reason beyond the reasonable control of Intersand, shall not be deemed a breach of the Terms. If any such contingency occurs, Company shall have the right to terminate the Program immediately by giving notice and shall have no further liability to you.

6. Intellectual Property and Publicity License

You acknowledge and agree that Intersand owns all legal right, title, and interest in and to the Program, the App, and any software provided to you as a part of or in connection therewith, including any and all intellectual property rights that exist therein.

By participating in the Program and/or by accepting any reward or Reward Package, you grant Intersand the right to use your name, likeness, image, picture, life experience, comments, and submitted correspondence and materials, as well as video and audio recordings of you and/or your voice submitted or obtained in connection with the Program or the App on behalf of Intersand, for any marketing or publicity purposes in perpetuity on any medium without payment of additional consideration, except where prohibited by law.

7. Linked Destinations, Promotional Offers, and Feedback

You understand that Intersand may include services, materials, or goods advertised, promoted, sold, or otherwise made available through a third party in the Program and/or the App or promote content in connection with your use of the App.  Intersand does not have responsibility or liability for such advertisements or promotional offers of any third parties that may be provided.  Any dealings you have with those third-party advertisers while using the Program and/or the App are between you and the third-party advertiser, and you agree that Intersand is not liable for any loss or claim that you may have against such advertiser. If we provide links or pointers to other websites or destinations, you acknowledge and agree that Intersand may not operate or control these other websites or destinations. Please be careful to read the terms of use and privacy policy of any other website or destination before using such website or destination and prior to you providing any confidential information or engaging in any transactions. You should not rely on these Terms to govern your use of another website or destination.

Should you send any submissions, suggestions, ideas, or feedback, whether related to the Program, the App or otherwise to us (“Feedback”), you acknowledge and agree that any Feedback is given voluntarily, and Intersand is free to use, disclose, reproduce, license, or otherwise distribute, and exploit Feedback provided to it as it sees fit, without obligation or restriction of any kind, and no consideration or acknowledgment of any sort will be provided to you. Further, you hereby irrevocably and forever release and waive any claim against Intersand and its affiliates regarding the use of any Feedback for any purpose.

8. Termination

These Terms shall continue in full force and effect until terminated as provided herein. Intersand may terminate these Terms for convenience at any time upon notice to you. Notwithstanding the foregoing, with respect to you, these Terms shall terminate without any further action needing to be taken by Intersand upon any breach by you of these Terms.   Upon the termination of these Terms for any reason whatsoever all licenses granted hereunder shall immediately terminate and you shall immediately cease and desist from all access to and use of the Program, and/or the App and shall immediately delete the App from all devices that you own or control.   For the avoidance of doubt, notwithstanding any termination of these Terms, you remain liable for all use of the Program and/or the App through any device you own or control, including any transactions initiated through such use. The terms set forth in the following sections and/or paragraphs of these Terms shall survive the termination for any reason: “INTELLECTUAL PROPERTY AND PUBLICITY LICENSE”; “INDEMNIFICATION”; “AS-IS AND WARRANTY DISCLAIMER”; “RELEASE AND LIMITATION OF LIABILITY”; “CHOICE OF LAW”, “DISPUTE RESOLUTION; MANDATORY ARBITRATION; CLASS ACTION WAIVER” and “ENTIRE AGREEMENT AND STATEMENT OF NON-RELIANCE.”

9. Indemnification

You agree to indemnify, defend and hold harmless Intersand and their subsidiaries and other affiliates, and its and their directors, officers, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (collectively “Indemnified Parties”) from and against any and all claims, demands, causes of action, debt or liability, including without limitation attorney’s fees and costs incurred by the Indemnified Parties arising out of, related to, or which may arise from: 

1. your participation in the Program, the App, or any other service provided in the App or any reward or Reward Package earned or accepted by you;
2. any breach or non-compliance by you of any of these Terms;
3. your actions or omissions; or
4. your negligence or violation or alleged violation of any applicable law, regulations, or any rights of a third party.

10. As-Is and Warranty Disclaimer 

THE PROGRAM AND/OR THE APP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  NO WARRANTY IS PROVIDED THAT THE PROGRAM AND/OR THE APP WILL BE FREE FROM DEFECTS OR VIRUSES OR THAT OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED.  YOUR USE OF THE PROGRAM, THE APP, AND ANY OTHER MATERIAL OR SERVICES DOWNLOADED OR MADE AVAILABLE TO YOU THROUGH THE APP OR PROGRAM IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR INJURY RESULTING FROM THEIR USE.

11. Release and Limitation of Liability

You agree to release and hold harmless Intersand and its parents, subsidiaries, affiliates, distributors, sales representatives, advertising and promotional agencies (collectively, the “Released Parties”) from and against any claim or cause of action arising in any way out of participation in or use of the Program, the App, or any reward you earn,

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INTERSAND OR ANY OF ITS CONTRACTORS OR PROVIDERS, OR ANY OF EACH OF THEIR AFFILIATES AND SUBSIDIARIES, BE LIABLE FOR ANY DAMAGES OR INJURY ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM AND/OR THE APP OR ANY REWARD or REWARD PACKAGE, INCLUDING, BUT NOT LIMITED TO, ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, BOTH DIRECT AND/OR INDIRECT), EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH ANY CLAIM IS BASED.  IN ANY CASE, THE LIABILITY OF INTERSAND OR ANY OF THE OTHER PERSONS OR ENTITIES DESCRIBED IN THE PRECEDING SENTENCE ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM OR THE APP SHALL NOT EXCEED IN THE AGGREGATE THE LESSER OF $10.00 OR THE SUM OF THE FEES PAID BY YOU FOR THE PROGRAM.

12. Notice for California Users

Under California Code Section 1789.3, California users of online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, CA 95814 or by telephone at (916) 445-1254 or (800) 952-5210.

13. Choice of Law

These Terms are governed by and construed in accordance with the laws of the State of Missouri, excluding that body of laws pertaining to conflict of laws. 

If any provision of these Terms is determined by a court of law to be illegal, invalid, or unenforceable, such provision will be enforced to the maximum extent possible, and the other provisions will remain effective and enforceable.

14. Dispute Resolution; Mandatory Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR THE RESOLUTION OF DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. ARBITRATION IS MORE INFORMAL THAN A LAWSUIT IN COURT, USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, AND DISCOVERY IS MORE LIMITED. ARBITRATION IS FINAL AND BINDING AND SUBJECT TO LIMITED REVIEW BY A COURT. THIS ARBITRATION CLAUSE SHALL SURVIVE TERMINATION OF THESE TERMS.

YOU HAVE THE RIGHT TO OPT OUT OF THIS DISPUTE RESOLUTION PROVISION (EXCEPT JURY TRIAL WAIVER AND CLASS ACTION WAIVER) WITHIN THIRTY (30) DAYS OF ACCEPTANCE OF THESE TERMS, IF YOU FOLLOW THE PROCEDURES SET FORTH IN THIS SECTION 14. OTHERWISE, YOU WILL BE BOUND TO SETTLE ANY DISPUTES YOU MAY HAVE WITH INTERSAND THROUGH THE FOLLOWING DISPUTE RESOLUTION PROCEDURES.

YOU AND INTERSAND AGREE TO ARBITRATE – RATHER THAN LITIGATE IN COURT – any and all claims or disputes between us (including any parents, subsidiaries, affiliates, officers, directors, employees, or agents of Intersand) that are connected to, arise out of, or in any way relate to these Terms, the Program, the App, or any reward or Reward Package. Notwithstanding this agreement to arbitrate, you and Intersand may bring appropriate claims against each other in small claims court, if the claims fall within the small claims court’s jurisdiction, or before the Federal Communications Commission, the relevant state public utilities commission, or any other federal, state, or local government agency authorized by law to hear the claims.

Opt Out: You may opt out of this dispute resolution provision (except jury trial waiver and class action waiver) by notifying Intersand in writing of that intent within thirty (30) days after acceptance of these Terms by sending a letter stating that you are opting out of this dispute resolution provision to Intersand at via U.S. mail to 31880 Great Western Drive, Windsor, CA 80550. Exercising this right, should you choose to do so, will not affect any of the terms of your agreement with Intersand. If you opt out of the dispute resolution provision, that opt-out will remain in effect if Intersand modifies this section in the future.

Class Action Waiver: You and Intersand agree that all claims or disputes between you and Intersand will be arbitrated individually, and that there will be no class, mass, representative, or consolidated actions of any kind in any forum. If you or Intersand brings a claim in small claims court, the class action waiver will apply, and neither of us can bring a claim on a class or representative basis. Furthermore, neither you nor Intersand may participate in a class or representative action as a class member if the class action asserts claims that would fall within the scope of this arbitration agreement if they were directly asserted by you or Intersand. Both parties agree that this class action waiver is an essential part of our arbitration agreement and that if this class action waiver is found to be unenforceable by any court or arbitrator then the entire arbitration agreement set forth in this Section 14 will not apply to any claim or dispute between you and Intersand, except for the provisions waiving the right to a jury trial. This class action waiver may not be severed from our arbitration agreement.

Arbitrator Authority: The arbitration between you and Intersand will be binding. In arbitration, there is no judge and no jury. Instead, our disputes will be resolved by an arbitrator, whose authority is governed by these Terms. You and Intersand agree that an arbitrator may only award such relief as a court of competent jurisdiction could award, limited to the same extent as a court would limit relief pursuant to these Terms. An arbitrator may award attorneys’ fees and costs if a court would be authorized to do so and may issue injunctive or declaratory relief if that relief is required or authorized by the applicable law, but that injunctive or declaratory relief may not extend beyond you and your dealings with Intersand. Review of arbitration decisions in the courts is very limited.

Arbitration Procedures: You and Intersand agree that these Terms affect interstate commerce and that the Federal Arbitration Act applies. All arbitrations shall be conducted by the American Arbitration Association (“AAA“). The AAA’s rules are available on its website at www.adr.org or by calling 1-800-778-7879. If the claim asserted is for $75,000 or more, the Commercial Arbitration Rules will apply. If there is a conflict between the AAA’s rules and this dispute resolution agreement, this dispute resolution agreement shall control. To initiate arbitration, you must send a letter requesting arbitration and describing your claims to Intersand via U.S. mail to 31880 Great Western Drive, Windsor, CA 80550. You must also comply with the AAA’s rules regarding initiation of arbitration. You will be responsible for your own attorneys’ fees and arbitration costs unless otherwise determined by the arbitrator pursuant to these Terms or applicable law. You agree that the arbitration must be held in either (a) Montreal, Canada; (b) Chicago, Illinois; (c) St. Louis, Missouri; or (d) Denver, Colorado, as will be agreed to by you and Intersand at the time.

Jury Trial and Class Action Waiver: If for any reason this arbitration agreement is found to be unenforceable, or if you opt out of this dispute resolution agreement, you and Intersand expressly and knowingly WAIVE THE RIGHT TO TRIAL BY JURY. This means that a judge rather than a jury will decide disputes between you and Intersand if, for any reason, the arbitration agreement is not enforced.

Survival: This dispute resolution provision survives the termination these Terms with Intersand. If you bring a claim against Intersand after termination these Terms that is based in whole or in part on events, act or omissions that occurred while you were an Intersand customer, this dispute resolution provision shall apply. 

15. Assignment

Except as expressly set forth herein, you may not sell, assign, or transfer any Service or other benefit you receive, any other aspect of your Program or App account, or any of your rights or obligations under these Terms, whether by operation of law or otherwise. We may sell, transfer, or assign these Terms, or your Program or App account, in whole or in part, at any time, without notice to you. If we make such an assignment, the sole responsibility for the matters assigned, including any obligations to you, will lie with the party to which we make the assignment, and we will be released from any responsibilities or obligations.

16. Entire Agreement and Statement of Non-Reliance

These Terms constitute the entire agreement between the parties concerning the subject matter hereof.  You expressly warrant that you are not relying, have not relied, and are not entitled to rely upon any representation of any kind or nature by any person or entity that is not contained in this Agreement.