You acknowledge and accept these terms and conditions (these "Terms and Conditions") by submitting your online request to transfer kilometers. The transfer of kilometers is a service provided to LANPASS members by Points.com Inc., a corporation existing and resident in the Province of Ontario, Canada and located at 171 John Street, 5th Floor, Toronto, Ontario, M5T 1X3 ("Points.com").
1. You and the transferee must each be a member in good standing of LANPASS in order to complete a transfer of kilometers.
2. Your transfer request shall not be effective until accepted by Points.com and LANPASS. Acceptance by Points.com and LANPASS shall be evidenced only by the actual debiting of kilometers from your account and depositing of such kilometers into the account of the transferee. Notwithstanding the foregoing, Points.com and LANPASS reserve the right to revoke or cancel any acceptance and cancel and reverse transactions as set forth below.
3. Transfers of kilometers are non-refundable. Once kilometers have been transferred, the transfer cannot be reversed or cancelled by either the member transferring the kilometers or the recipient.
4. Any transferred kilometers will not count toward qualification for any increased or improved member category or status in LANPASS, and will not count as activity on your account, or the account you transfer kilometers to, for the purpose of preventing your kilometers from expiring.
5. You may only transfer kilometers in increments of 1,000 kilometers, in whole numbers, with a minimum transfer amount of 2,000 kilometers and a maximum of 100,000 per transaction and 100,000 kilometers per year, No member may receive more than 100,000 kilometers per year through the transfer service.
6. Neither you nor the transferee may sell, barter or otherwise conduct any unauthorized distribution of any kilometers transferred hereunder. If any kilometers are resold, distributed, transferred for any consideration (in the form of payment or otherwise), or used for improper purposes as determined by Points.com.com or LANPASS in their sole and absolute discretion, or any transfer of kilometers is conducted through credit card abuse or fraud or other illegal means, Points.com and/or LANPASS may, at their option cancel, void, refuse to honor and/or confiscate such transferred kilometers and pursue any and all other rights and remedies that may be available. You agree that Points.com or LANPASS may debit your account or the account you have transferred kilometers to in connection with the foregoing. You agree to fully cooperate with all reasonable requests of Points.com and/or LANPASS concerning any investigation or prosecution of anyone engaging in or suspected of engaging in abuse or fraud with respect to the transfer of kilometers hereunder. If a member has committed a material breach of any of the provisions hereby set forth, or any provision of the LANPASS terms and conditions or has failed to pay any money or legally hold the required kilometers due under this transfer solution, whether intentionally or otherwise, then LANPASS may (i) suspend or terminate the member's membership and/or the right of the member to use the member’s card; (ii) reverse or cancel the member's kilometers or any part thereof; or (iii) cancel or refuse to honour any awards, benefit or transfer of kilometers that have been redeemed or transferred by or provided to the member, all in accordance with the referred to LANPASS terms and conditions.
7. The transfer of kilometers is not a guarantee of the availability of any LANPASS rewards and Points.com shall have no liability or responsibility where you or the transferee are unable to use or redeem any transferred kilometers.
8. You agree to pay Points.com in full by credit card prior to any kilometers being posted to the transferee's LANPASS account. By submitting a request to transfer kilometers you authorize Points.com or its representative to charge the credit card number you provided.
9. You agree that the awarding and use of all kilometers, including those transferred hereunder, are subject to the terms, conditions, exclusions and limitations of the LANPASS program, and that Lan Airlines S.A. has the sole and exclusive authority and responsibility for operating, modifying, terminating and establishing the terms and conditions applicable to the LANPASS program. Points.com shall have no liability or responsibility to you for, and has no obligation to notify you of, any action, inaction or decision taken by Lan Airlines S.A. in connection with the LANPASS program. You hereby agree not to make any claim against Points.com for any action, inaction or decision taken by Lan Airlines S.A. in connection with the LANPASS program. Points.com shall not be treated as the agent of Lan Airlines S.A. for any purpose. Notwithstanding the above, Points.com shall be responsible for the security, functionality and reliability of this online transfer platform, its software and of any program or technology provided by Points.com in connection with this transfer solution, including all credit card processing services. Lan Airlines S.A. is not responsible for any incorrect transfers made at this website where the incorrect transfer is not due to an error by Lan Airlines S.A., its employees or agents, and in such circumstances will not refund any kilometers incorrectly or mistakenly transferred.
10. You shall indemnify, defend and hold Points.com and Lan Airlines S.A., and their affiliates, and their respective directors, officers, employees, contractors, partners, agents, affiliates, successors and assigns, harmless from and against any and all losses, obligations, claims, damages, demands, liabilities, suits, actions, costs, fees and expenses whatsoever incurred, suffered or borne by or asserted against any such persons in any way relating to, arising out of or resulting from (i) your wrongful or negligent use of or participation in the LANPASS program, (ii) your wrongful or negligent performance or failure to perform hereunder or (iii) any breach by you of these Terms and Conditions.
11. The kilometers transferred and any associated services are provided "as is" without warranty, representation, condition or guarantee of any kind, either expressed or implied, including but not limited to any implied warranties, representations, conditions or guarantees of quality, merchantability, merchantable quality, fitness for a particular purpose or non-infringement, all of which are disclaimed to the fullest extent permitted by law.
12. Points.com’s entire liability, regardless of the form of cause of action, demand or claim, whether based on contract or tort, including negligence shall in no event exceed the amount paid by you for the transfer of kilometers in no event shall points.com or lan airlines s.a. be liable for any special, indirect, incidental or consequential damages suffered in connection with these terms and conditions or your transfer of kilometers howsoever caused and regardless of the form of cause of action, demand or claim, whether based on contract or tort, including negligence, and even if such damages are foreseeable or points.com has been advised of the possibility of such damages.
13. You shall comply with all laws, rules and regulations applicable to these Terms and Conditions and your transfer of kilometers.
14. You and the transferee should note that such a transfer may have tax implications. You are advised to check with your accountant or tax adviser for further information.
15. These Terms and Conditions are governed exclusively by the laws of the Province of Ontario, Canada notwithstanding any principles of conflicts of law. Chile. To the extent permitted by applicable law, any claim, dispute or controversy between you and Points.com shall be determined by final and binding arbitration to the exclusion of the courts. Such arbitration will be conducted in Toronto, Ontario, Canada on a simplified and expedited basis by one arbitrator pursuant to the current laws and rules relating to commercial arbitration in Ontario. If the foregoing arbitration is not permitted by applicable law or any court with jurisdiction, you irrevocably agree that all claims, disputes or controversies shall be settled exclusively by the courts of the Province of Ontario.
Points Note: The contractual relationship between LAN and Points is distinct from the relationship between Points and the LANPASS members. Points should have the right to protect itself against consumer claims by relying on its home jurisdiction to settle any disputes.
16. You may not assign or transfer these Terms and Conditions, or any right or obligation hereunder.
17. These Terms and Conditions, together with your transfer request, constitute the entire agreement between you and Points.com with respect to the subject matter hereof and supersede all prior or contemporaneous agreements or understandings, if any, whether written or oral, relating to such subject matter. No modification, amendment or waiver of these Terms and Conditions shall be effective or binding unless made in writing and signed by Points.com.
18. Points.com shall have no liability for delays or failure in its performance hereunder caused by any act of God, war, strike, labor dispute, work stoppage, fire, act of government, or any other cause, whether similar or dissimilar beyond its control.