Terms & Conditions

READ THESE TERMS CAREFULLY BEFORE SUBMITTING AN APPLICATION FOR REGISTRATION TO USE THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR ANY PART THEREOF, YOUR ONLY REMEDY IS TO NOT AC CESS THE SERVICE AND NOT USE THE SERVICE. BY USING THE SERVICE, YOU INDICATE YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS.

These 'Terms' of Service are a contract entered into between Detour Community Maps division of Entire Marketing Group LLC., with its principal place of business at 6900 W. Cermak Rd. Berwyn IL 60402, (Detour Maps), and the individual and/or entity or agent (User or you) identified in the service application submitted during the enrollment registration process. These Terms are the general terms and conditions governing User's use of the electronic/ Digital communication, document generation, data sharing/collection, storage, and hosting services (collectively the 'Service') made available by Detour Maps through the Detour Maps web site currently published at www.detourmaps.com and detourmaps.com mobile site ('Site'), and/or made available in whole or in part through any embedded application mobile or third party partner website or landing page portal. These Terms of Service are posted and made available for review from the Detour Maps Sites. Detour Maps may make changes to these Terms, and continued use of the Service constitutes User's acceptance of any such changes. In addition, when using particular Detour Maps services, User and Detour Maps shall be subject to any posted guidelines or rules applicable to such Services that may be posted from time to time.

1. Registration

• The Service requires a provisioned 'Account' through which the Service may be accessed and used. In order to get a provisioned Account from Detour Maps, you must (i) acknowledge that you have read and accepted these Terms of Service, (ii) provide a valid e-mail address to which you have right and permission to access and read e-mail communications, and (iii) provide any other information required by Detour Maps during the enrollment registration process.
• You represent and warrant to Detour Maps that the information provided by you in the enrollment registration process is accurate and complete and that you will promptly update your Account and profile information during the term of this Service.
• If you are registering on behalf of an entity, you represent and warrant to Detour Maps that you have full right, power, and authority to bind such entity as the User to these Terms, including without limitation the use of the Site, collection, storage, and use of hosted data.
• You are responsible for maintaining the security of your Account and password necessary to access your Account. Detour Maps cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
• You are responsible for all data, information, and content (collectively 'Content') you may post on the Site, or use in conjunction with this Service, including activity that occurs under your Account/ dashboard (even when Content is posted, provided, or submitted by others who have separate user login access under your Account). Personally identifiable information (PII) submitted by you shall be subject to the Detour Maps Privacy Policy published at the Detour Maps Site or otherwise offered to the User.
• Detour Maps reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
• One person or entity may not maintain more than one free Detour Maps Service Account. Accounts registered by automated methods, agents or 'bots' are not permitted and represent a violation of these Terms of Service.

2. Use, Restrictions, and Responsibilities

• User must use the Service at all times strictly in accordance with all policies, laws and regulations, including without limitation those relating to the use of the Internet, electronic communications, anti-spam, privacy, obscenity, defamation and applicable export laws. Your use of the Service at all times is subject to Detour Maps’ Acceptable Use Policy published at the Detour Maps Site or otherwise furnished to the User and is incorporated in these Terms by reference. Detour Maps reserves the right, but assumes no responsibility or obligation to monitor your conduct and use of the Service. Detour Maps may, at its own discretion, take action to remediate any problems caused by violations (or alleged violations) of the Acceptable Use Policy, including but not limited to suspension to access (in part or in whole) the Service and/or suspension or termination of the User's Account.
• These Terms of Service are an agreement for use of the Service made available through the Site, and the User is not granted a license to any software by these Terms. User will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service or any software, documentation, or data related to the Service (Software); modify, translate, or create derivative works based on the Service or any Software; or copy (except for archival purposes), distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or any Software; use the Service or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels, or build a competitive product or service.
• In the course of navigating the Site and using the Service, User may provide Detour Maps with feedback, including but not limited to suggestions, observations, errors, problems, and issues regarding the Service and Site (collectively 'Feedback'). You hereby grant to Detour Maps a worldwide, irrevocable, perpetual, royalty-free, transferable, and sub-licensable, non-exclusive right to use, copy, modify, distribute, display, perform, create derivative works from, and otherwise exploit all such Feedback.
• You must obtain, at your own expense, the appropriate Internet connections and equipment needed to access and use the Service. You also must use reasonable security precautions in connection with your use of the Service.
• Detour Maps needs its users to be at least 18 years and above in age in order to register and use the application.

3. Modifications

• Detour Maps may, without notice to User, update and otherwise modify the Site or Service in its sole discretion, including but not limited to providing updates or modifying features or functionality, or removing features or functionality (collectively 'Updates'). These Terms apply to all such Updates.

4. Terminations

• User may terminate these Terms of Service at any time by sending an e-mail message to info@detourmaps.com or by sending written notice to, Detour Maps, 6900 W. Cermak Rd. Berwyn IL 60402.
• Detour Maps may terminate these Terms of Service, the Service, and the User's access to the User's Account at any time with or without cause, and with or without notice. Detour Maps will have no liability to User or any third party because of such termination.
• Upon termination for any reason, Detour Maps may delete any User archived data within 30 days after the date of termination. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability.
• If User does not log into its account for more than 90 days, the Account may become inactive. When an Account is classified (at “Detour Maps” sole discretion) as inactive, Detour Maps will notify User by e-mail. INACTIVE ACCOUNTS HAVE 30 DAYS TO BECOME ACTIVE OR THE ACCOUNT AND ITS DATA, INCLUDING TRACKING RESULTS, MAY BE PERMANENTLY REMOVED FROM THE ACT- DATA STORE.

Cancellation or Termination of the Account

If you choose to cancel your account and leave the Detour Maps Service or your Account is terminated because of your breach of the Terms of Service, please contact us at info@detourmaps.com. Please be aware that Detour Maps may for a time retain residual information in our backup and/or archival copies of our data stores and databases. We will make reasonable commercial efforts to delete your information as soon as reasonably practical.

5. Warranty Disclaimers

• YOU USE THE SERVICE AT USER'S OWN RISK. ENTIRE MARKETING GROUP LLC, DETOUR MAPS, AND ANY OTHER PARTNER COMPANIES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND ACTON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY YOU USE THE SERVICE AT USER'S OWN RISK. ENTIRE MARKETING GROUP LLC, DETOUR MAPS, AND ANY OTHER PARTNER COMPANIES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND ACTON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY

6. Exports of Services or Technical Data

• User may not remove or export from the United States or allow the export or re-export of the Site and Service, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

7. Miscellaneous

• If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
• Both parties agree that these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
• No agency, partnership, joint venture, or employment is created as a result of these Terms, and User does not have any authority of any kind to bind Detour Maps in any respect.
• In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its costs and attorneys fees.
• We reserve the right to modify our pricing or promotions.
• Your clicking on “I agree” or otherwise using the Service constitutes your electronic signature to these Terms of Service and your consent to enter into agreements with Detour Maps division of Entire Marketing Group LLC electronically along with other branches of EMG (qmoqui.com, detourmaps mobile,). User agrees that Detour Maps and branches may send in electronic form any notices or other communications relating to the Service (“Notices”) to you, at Detour Maps’/ EMG option, to the e-mail address that you provided during registration (or such other e-mail address of which you notify Detour Maps as provided in paragraph (1.1) above or by posting the Notice on the applicable Service or otherwise on the Site. The delivery of any Notice from Detour Maps is effective when sent, regardless of whether or when you read the Notice or whether you actually receive the delivery. All agreements completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

Changes to this Policy

We may update this privacy policy to reflect changes to our information practices. If we make any material changes we will notify you by email (sent to the e-mail address specified in your account) or by means of a notice on this Site prior to the change becoming effective. We encourage you to periodically review this page for the latest information on our privacy practices.

Questions

Any questions about this Privacy Policy should be addressed to info@detourmaps.com or by postal mail at:
Detour Community Maps,
6900 W Cermak Rd.
Berwyn, IL 60402
Updated: January, 2021

Acceptable Use Policy

This Acceptable Use Policy (“Policy”) is incorporated by reference in the Terms of Service (“Terms”) with Detour Community Maps Software, Inc. (“Detour Maps”) and your service may be suspended or terminated for violation of this Policy in accordance with the Terms. Inquiries regarding this Policy should be directed to Detour Maps by e-mail at info@detourmaps.com. READ THIS POLICY CAREFULLY BEFORE SUBMITTING AN APPLICATION FOR REGISTRATION TO USE THE SERVICE. IF YOU DO NOT AGREE TO ACT IN ACCORDANCE WITH THIS POLICY OR ANY PART THEREOF, YOUR ONLY REMEDY IS TO NOT ACCESS THE SERVICE AND NOT USE THE SERVICE. BY USING THE SERVICE, YOU INDICATE YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ AND ACCEPTED THIS POLICY. The terms “you” and “User” below refers collectively to the Customer identified during the registration enrollment process and all persons who use the Service under the Customer's Account.

Abuse

You may not use, operate, or otherwise access the Service of Entire Marketing Group LLC, Detour Maps’ QMOQUI, and Detour Maps mobile (or its service provider's) networks to engage in, foster, or promote illegal harassing or offensive activities, including but not limited to:
upload, post, e-mail, transmit, or otherwise make available any information, materials, or other content that is illegal, harmful, threatening, abusive, harassing, defamatory, obscene, pornographic, offensive, invasive of another's privacy, or promotes bigotry, racism, hatred for harm against any individual or group; or impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or engage in practices that are considered to be unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes; or Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Detour Maps Site; or upload, post, e-mail, transmit, or otherwise make available any information, materials, or other content that infringes another's rights, including any intellectual property rights; or use an Internet account, e-mail address, or computer without the owner's express authorization, including but not limited to Internet scamming (tricking other people into releasing their passwords, tax-payer, or banking information), phishing, and security hole scanning; or forge any TCP-IP packet header or any part of the header information in an email; or upload, post, e-mail, transmit, or otherwise make available any material that contains software viruses, Trojan horses, or any other computer code, files, scripts, or programs designed to interrupt, destroy, or limit functionality of any computer software or hardware or telecommunications equipment; or use the Service for distribution of advertisement delivery software unless: (i) the user affirmatively consents to the download and installation of such software based on a clear and conspicuous notice of the nature of the software, and (ii) the software is easily removable by use of standard tools for such purpose included on major operating systems (such as Microsoft's “add/remove” tool); or use any manual or automated software, devices, or other process to crawl or “screen scrape” or record any web pages or Service screens contained in or displayed by the Detour Maps Site; or interfere with or disrupt the Detour Maps Site or Service, or any computers, servers, data storage devices, networks, or telecommunications equipment connected to or associated with the Detour Maps Site or Service; or any conduct that is likely to result in retaliation against Detour Maps, the Service, or the Site, or Detour Maps' employees, agents, customers, or service providers, including but not limited to engaging in behavior that results in any server being the target of a denial of service attack (DoS); or Obtain, collect, or otherwise access or modify the personal information, documents, or data of another Detour Maps Service User; or Modify, adapt, or hack the Detour Maps Site or falsely imply that some other site or service is associated with the Entire Marketing Group LLC, and divisions Detour Maps (web / mobile) or QMOQUI Sites. Further, you shall not attempt to: (i) gain unauthorized access to or use the Service or Detour Maps’ or a third party's data, systems, or networks; or (ii) interface or disrupt the integrity or performance of the Service or the data hosted by the Service.

Security

via email at info@detourmaps.com immediately of any unauthorized use of your password or Account or other security breach affecting the Service. ter-description-12-2

Copyrighted Material

You may not use the Service, Site, or Detour Maps’ (or its service provider's) network or equipment to publish, distribute, or otherwise copy or download content, graphics, design and compilation of photos/videos in any manner, any work protected by copyright law unless: you have been expressly authorized by the owner of the copyright for the work to copy the work in that manner; or you are otherwise permitted by established United States copyright law to copy the work in that manner. Detour Maps may terminate the Service Account of copyright infringers.

Copyrights and Trademarks

Detour Community Maps, Detour Maps, and the Detour Maps logo are registered or pending registered trademarks of Entire Marketing Group LLC (including QMOQUI). All other names and logos may be trademarks or registered trademarks of their respective owners. Cooperation with Investigations and Legal Proceedings. Detour Maps may, without notice to you: Report to the appropriate authorities any conduct by you that it believes violates applicable criminal law, and provide any information it has about you in response to a formal or informal request from a law enforcement or government agency, or in response to a formal request in a civil action that on its face meets the requirements for such a request.

Consequences of Violation

Detour Maps may without notice to you, suspend or terminate your Account, or remove any content transmitted via the Service if Detour Maps discovers facts that lead it to reasonably believe you are in violation of this Policy, or if your Account is being used in violation of this Policy. You must cooperate with Detour Maps’ reasonable investigation of any suspected or alleged violation of the Policy. Detour Maps will attempt to contact the primary User of the Account by e-mail prior to suspension of access to the User's Account, however, prior notification is not assured and Detour Maps has no obligation of prior notification. You are strictly responsible for the use of the Service by you or by means of your Account in violation of this Policy, including use by your employees, customers and agents, and including unauthorized use (but not including unauthorized use that results from Detour Maps’ material failure to perform its obligations under the Terms of Service). You agree to indemnify and are subjected to a reasonable attorney’s fee for recovery resulting from breach of this Policy plus the cost of equipment and material needed to (i) investigate or otherwise respond to any suspected violation of this Policy, (ii) remedy any harm caused to Detour Maps, its service provider, or any of its customers by your violation of this Policy or the use of your Account in violation of this Policy, (iii) respond to complaints (iv) respond to subpoenas and other third party requests for information as described in the Terms of Service, and (v) have Detour Maps’ (or its service provider's) Internet Protocol numbers removed from any “blacklist” or other abuse databases or other service providers e-mail blocking systems.

Amendment

This Policy may be amended or updated. This Policy is posted and made available for review from the Detour Maps Site (web / mobile). Detour Maps may make changes to this Policy, and continued use of the Service constitutes User's acceptance of any such changes.

Disclaimer

Detour Maps is under no obligation, and does not by this Policy undertake an obligation, to monitor or police our User's activities and disclaims any responsibility for any misuse of the Service, Site, or Detour Maps' (or its service provider's). Detour Maps disclaims any obligation to any person or entity that has not entered into an agreement with Detour Maps for services.

MERCHANT TERMS

1. General

During the length of the Merchant Agreement, Entire Marketing Group LLC will provide the Detour Maps services and/or programs (collectively, “Deals”) described in the Merchant Agreement separately executed by you, together with all exhibits attached thereto (the “Merchant Agreement”). In the event of any inconsistency among terms and conditions of the Merchant Agreement and these Terms and Conditions (collectively, sometimes referred to as the “Agreement”), the order of control shall be: (i) these Terms and Conditions, (ii) the Merchant Agreement, and (iii) any other exhibits, add-ons or attachments to these Terms and Conditions including any links contained in the Merchant Agreement or these Terms and Conditions, which are incorporated by reference. Any capitalized terms that are not defined in these Terms and Conditions have the meanings ascribed in the Merchant Agreement.

2. Intellectual Property Rights.

(i) Entire Marketing Group LLC, Detour Maps and other partner companies are the sole and exclusive owner of all rights, titles and interests and to any data provided to Detour Maps by its customers or any end user to Detour Maps in connection with the Deals, including without limitation to all emails and/or other contact information (“Customer Data”). As such, you shall not, unless the applicable customer has separately taken all steps necessary to opt in to provide contact information to you, be provided with or otherwise have access to the Customer Data.

(ii) Detour Maps owns all right, title and interest in and to the Deals and Loyalty program (Smart Buys, 10 Off, Freebies and 5 Visits) including, without limitation, any intellectual property rights and any improvements, modifications, enhancements or refinements. Except as set forth in the Agreement, all rights not expressly granted to you are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the Deals Programs, intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying or such intellectual property.

(iii) Detour Maps hereby grants to you a limited, non-transferable, non-exclusive, revocable license to access and use Detour Maps Dashboard for internal business purposes so long as your account with Detour Maps remains active and up-to-date. Detour Maps will provide access to the Dashboard to track customer downloads, All QR Code scans, number of visitors and names of users. You are solely responsible for protecting the access of account and for any authorized or unauthorized use made with access. The Dashboard, and all source code, copyrights and other intellectual property associated, are and shall remain the sole and exclusive property of Detour Maps. You shall refrain from permitting any third party to use your password or otherwise access the Dashboard. Detour Maps shall have the right to terminate the license granted immediately in the event that you have breached any terms or conditions set forth in the Agreement or your Detour Maps Dashboard account is otherwise terminated for any reason.

(iv) Detour Maps provides a standard link to tje Dashboard, however, in the event of having difficulty accessing your dashboard account, Detour Maps will provide up to one hour of customer and possible technical support. Support exceeding one hour may be billed at cost to the Merchant.

3. Restrictions

You: (i) will use the deals solely for your internal business purposes; and (ii) will not, for yourself, any of your affiliates or any third party (a) sell, rent, lease, license or sublicense, assign, distribute, or transfer the Deals, (b) modify, change, alter, create derivative works, decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the underlying ideas, algorithms, file formats, programming, or interoperability interfaces of the Deals, (c) copy any tangible versions of the Deals, or (d) remove from Deals any language or designation indicating the confidential nature or the proprietary rights of Detour Maps. In addition, you will not export, re-export or permit any third party to export or re-export, directly or indirectly, the Deals where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. Detour Maps retains the right, in its sole discretion, to approve, modify or refuse any Detour Maps related communications or proposed communications or messages to your customers or any end users.

4. Fees; Pricing and Payment Terms; Taxes.

(i) Detour Maps current fees for the detourmaps.com platform and its services are set out in the Merchant Agreement upon sign up. Detour Maps reserves the right to amend the fees payable for the detourmaps.com platform and services at any time upon thirty (30) days’ prior notice to you; provided that such amendment to the fees will not be applicable until the beginning of the next Subscription Period.

(ii) When you provide your payment information to Entire Marketing Group LLC or any division, you are providing them with an authorization to process any and all payments as outlined in this Agreement. In certain instances, the payment processing may not occur immediately, and your payment may show as “pending” during this time period. In addition, Entire Marketing Group LLC may request an authorization for the amount of your anticipated transaction in advance and may estimate the final value of the transaction, which may be more than the amount of the actual transaction.

(iii) However, any provision to the contrary at its sole discretion, may suspend or terminate the Agreement and corresponding access and right to use all or any portion of the Detour Maps Programs, at any time, upon electronic or other notice to you, if you have not paid all amounts due on or before the payment due date, or for any other breaches of the Merchant Agreement, these Terms and Conditions, or any other exhibits or attachments including any links contained in the Merchant Agreement or these Terms and Conditions, which are incorporated by reference herein. You are responsible for amounts that remain outstanding as of the date of such termination including early cancellation fees. You agree to pay reasonable attorney’s fees and court costs incurred by Detour Maps to collect any unpaid amounts owed by you.

(iv) Entire Marketing Group LLC provides dashboard link and access to Dashboard, however, in the event of a complex installation (including those that may require third party or outside technical support to complete the installation), EMG will provide up to one hour of such technical support. Technical support exceeding one hour may be billed at cost to the Merchant.

5. Term; Termination; Survival.

The Agreement will remain in full force specified in the Merchant Agreement. At the end of any Subscription Plan, unless you select a new Plan, your Subscription Plan will automatically convert to a month-to-month Plan. This will be ongoing until you select a new one or provide at least sixty (60) days’ written notice. Each party shall have the right to terminate the Agreement upon written notice to the other party:

(i) upon the institution of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts of the other party that is not otherwise dismissed within sixty (60) days of such institution; (ii) upon the making of an assignment for the benefit of creditors by the other party; or (iii) upon the dissolution of the other party. Notwithstanding the foregoing, Detour Maps may terminate the Agreement and/or your access to one or all Programs in the event you fail to remain current in all fees due and owing to Detour Maps or in the event you breach any of your obligations under the Agreement.

If your Merchant Agreement specifies that you are entitled to a “30 day Money Back Guarantee” and if, within thirty (30) days of the Installation Date, you desire to have the Detour Maps uninstalled, you agree to provide written notice to Detour Maps within this 30-day period. Within thirty (30) days, Detour Maps will refund you any money collected for the initial monthly subscription fee in the same manner in which it was paid. All Onboarding, Activation, or Setup fees, once paid, are non-refundable. If, after thirty (30) days from the Installation Date and prior to the subsequent Subscription Period, you desire to terminate the Program, you agree to pay an early cancellation fee equal to six (6) months of your monthly subscription fee via the credit card or ACH on file with Detour Maps. If you subscribe to a variable subscription fee plan, your early cancellation fee is equal to (6) months at the most recent monthly billed rate. Detour Maps will cease to collect the monthly subscription fee at the point in time in which Detour Maps was uninstalled.

6. Representations and Warranties; Disclaimer.

(i) Entire Marketing Group LLC warrants that Detour Maps has the authority to enter into this Agreement.

(ii) You represent, warrant and covenant to Entire Marketing Group and partner divisions that: (a) you have the authority to enter into this Agreement; (b) you will take proper care of the Dashboard access provided by Detour Maps and (c) you will only use the Deals and Loyalty Programs for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party.

(iii) EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN ADDITION, DETOUR MAPS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE RESULTS THAT YOU MAY ACHIEVE ON ACCOUNT USING ANY DETOUR MAPS PROGRAM OR SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF DETOUR MAPS PROGRAMS OR SERVICES AND THE INTERNET IS AT YOUR SOLE RISK. DETOUR MAPS PROGRAMS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU HEREBY ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND/OR PROVIDING INTERNET SERVICE TO ALL LOCATIONS IN WHICH THE PROGRAMS ARE TO OPERATE.

7. Confidential Information.

Any information that a receiving party knows or has reason to know (either because such information is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is “Confidential Information” of the disclosing party and will remain the sole property of the disclosing party. Such Confidential Information includes but is
not limited to data, information (including personally identifiable information), ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and other similar information provided by a party. For avoidance of doubt, Customer Data shall be deemed Confidential Information of Entire Marketing Group LLC and divisions. Each party agrees that it will not disclose, use, modify, copy, reproduce or otherwise divulge such Confidential Information to any third party without the prior written approval of the disclosing party except that the receiving party shall have the right to disclose such Confidential Information to the extent required by applicable law or to the directors, officers or employees of the receiving party who have a need to know such Confidential Information in order to perform its obligations under the Agreement and to the extent such directors, officers or employees are subject to obligations of confidentiality and non-disclosure that are substantially similar to the obligations set forth in the Agreement. The prohibitions contained in this Section will not apply to information (i) already lawfully known to the receiving party prior to such disclosure by the disclosing party; (ii) independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information; (iii) disclosed in published materials; (iv) generally known to the public; or (v) lawfully obtained from any third party. In addition, a party will not be considered to have breached its obligations under the Agreement to the extent Confidential Information is required to be disclosed by any governmental authority, provided that, to the extent legally practicable, the receiving party advises the disclosing party prior to making such disclosure in order that the disclosing party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information.

8. Dispute Resolution; Governing Law.

In the event of a reward dispute or mistake between a Merchant and User, Entire Marketing Group and divisions may in its sole discretion unilaterally make adjustments to User reward points. To the extent any disputes arise under the Agreement or otherwise between the parties, the parties will first attempt in good faith to resolve their dispute informally. This Agreement is governed by the State of Illinois and you expressly agree to the exclusive jurisdiction for any claim or dispute with Detour Maps in the federal and state courts within the jurisdiction of the United States District Court for the Northern District of Illinois. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.

9. Indemnification

You will defend, indemnify, and hold Entire Marketing Group LLC and its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against any third party suit, proceeding, assertion against any damages, judgments, liability, costs and expenses (including without limitation any reasonable attorneys’ fees) incurred arising from your breach of this Agreement, your unauthorized use or misuse of the Deals Program or unauthorized combination of Detour Maps Program with any hardware, software, products, data or other materials not specified or provided by Entire Marketing Group LLC and divisions.

10. Limitation of Liability.

Entire Marketing Group LLC and divisions aggregate liability for all claims (including indemnification of third party damages) arising out of the Agreement, whether in contract, tort or otherwise, will be equal to 50% of the selected Subscription Plan paid by you to Entire Marketing Group LLC under the Agreement during the twelve (12) months preceding the date on which the claim occurred. To the maximum extent permitted by applicable law, in no event will Detour Maps be liable for any loss of business profits, business interruption, loss of data or any special, indirect, exemplary, incidental or consequential damages arising from or in relation to the Agreement or the use of the Services, however caused and regardless of theory of liability. In addition, Detour Maps will not be liable for damage (physical or otherwise) incurred by you upon any asset or property from the installation

11. Notice

Except where explicitly provided otherwise, any notice required or permitted hereunder will be delivered to the contact person listed on the Order Information as follows (with notice deemed given as indicated): (i) by established overnight courier upon written verification of receipt; (ii) by facsimile transmission when receipt is confirmed orally; (iii) by certified or registered mail, return receipt requested, upon verification of receipt; or (iv) by electronic delivery when receipt is confirmed orally. It depends on the importance and urgency factor of the notice.

12. Assignment

You may not, without the prior written consent of Entire Marketing Group LLC and divisions, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

13. No Third Party Beneficiaries

The Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.

14. Amendment; Waiver

This Agreement may be changed only by written agreement signed by Entire Marketing Group LLC and or divisions and you. The failure of either party to exercise or enforce any of its rights under the Agreement will not act as a waiver of subsequent breaches and the waiver of any breach will not act as a waiver of subsequent breaches.

15. Severability

If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect.

16. Force Majeure

ter-description-32-1 ter-description-32-2

17. Compliance with Laws

Each party will comply with all applicable laws, regulations, and ordinances relating to their performance hereunder.

18. Entire Agreement.

The Agreement will constitute the entire agreement between Entire Marketing Group LLC, Detour Maps divisions, QMOQUI, and you with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby.

19. Campaign Terms of Use

The following terms shall, in addition to all of the other terms set forth in this Agreement, govern your use of Detour Maps “Campaign” platform (the “Campaign Platform”), which, at a general level, allows you to communicate with Entire Marketing Group LLC and divisions members.