Merchant Terms of Service

RewardPads Merchant Contract




RewardPads, LLC ("RewardPads") offers the services described in Section 1 (the "Services") to businesses. Merchant wishes to use the Services for Merchant's business purposes, and RewardPads agrees to provide the Services to Merchant, pursuant to the terms of this contract.

1. Description of Services

The Services allow Merchant to send a variety of messages, special offers, coupons and other information (collectively, "Campaigns") to Merchant's customers through various platforms, which may include Facebook*, Twitter*, email, SMS text messaging, mobile notifications and possibly other social media platforms. RewardPads Services also allow Merchant to use the loyalty program offered by RewardPads and RewardPads' Kiosk (as defined in Section 2.3) to offer benefits to customers, such as awards or incentives based on number of visits, social media interaction or other incentivized behavior ( the "Loyalty Program").

2. Responsibilites of RewardPads

  • 2.1 Mobile Notifications

    Merchant will be able to send SMS text messages to consenting customers, subject to monthly plan, features and overages.

  • 2.2 Merchant Portal

    RewardPads will provide Merchant with access to Merchant Portal that will provide Merchant with capabilities described below.

    • 2.2.1 Tracking of Campaigns

      Using the Merchant Portal, the Merchant may track the customer activity, redemption rates and perform other actions to help gather analytical information.

  • 2.3 Loan of Tablets and Kiosks

    RewardPads will loan Merchant one or more tablet-type devices (each, a "Kiosk"). Customers may sign up to participate in Merchant's Loyalty Program on the Kiosk, and thereafter may register their visits to Merchant by using the Kiosk.

3. Responsibilites of Merchant

  • 3.1 Coupons and Campaigns

    Merchant will be responsible for creating Coupons for both "First Visit Coupon" and "Loyalty Coupon" as well as Campaigns. RewardPads sales team will offer creative ideas if needed. Merchant will fulfill Coupon Redemptions accepted by customers, whether or not such customers have signed up to receive Coupons or Campaigns from Merchant.

  • 3.2 Loyalty Programs

    Merchant will be responsible for its Loyalty Program offered through RewardPads, including the design, administering the program and fulfilling its terms.

  • 3.3 Connectivity

    Merchant will be responsible for maintaining wireless internet connectivity for Kiosk. Merchant will be responsible for training and supervising Merchant's employees and others acting on Merchant's behalf in the use of the Services, for the use of the Kiosk(s), and for using the Services and any loaned devices in accordance with RewardPads' policies and instructions. Merchant will be responsible for checking Kiosk frequently and for the setup of informatin entered or provided by Merchant.

  • 3.4 Payment

    Merchant will pay RewardPads for the Services monthly, as further described in Section 4, pursuant to the automatic payment authorization agreed to by Merchant.

  • 3.5 Promoting Services to Customers

    Merchant will encourage its customers to sign up for and use RewardPads' Services; and agree to have Merchant's Coupons and Campaigns sent to them via SMS text messages, Facebook* or other platforms.

  • 3.6 Kiosks and Accessories

    Merchant understands that the Kiosk(s) and/or accessories provided by RewardPads are on loan to Merchant for the term of this contract, that RewardPads will continue to be the owner of such loaned devices, and that Merchant has the obligation to return the loaned devices to RewardPads upon termination of this contract. Specifically, without limiting the foregoing, Merchant agrees as follows:

    • 3.6.1 Title; Labeling

      Merchant agrees that the title to and all ownership rights of the Kiosk(s) and the accessories are retained by RewardPads. Merchant will not remove, deface, cover or otherwise alter any markings, stickers, or other indicia applied to the Kiosk(s) and/or accessories by or on behalf of RewardPads.

    • 3.6.2 Exclusive Use

      Merchant will use the Kiosk(s) and/or accessories exclusively in conjunctino with the Services, and for no other purpose. Merchant will use the devices in accordance with normal usage, and will not alter, or seek to alter, any such device. Merchant will be responsible for the security of such devices and for maintaining them in good and operable condition.

    • 3.6.3 Return of Devices; Replacement Fee

      Merchant will, within 15 days after termination of this contract for any reason, return the devices RewardPads has loaned to Merchant (i.e., the Kiosk(s) and/or accessories) in good and operable condition, subject only to ordinary wear and tear. In the event that Merchant does not return such devices to RewardPads within 15 days after termination of this contract, RewardPads may charge Merchant a replacement fee, as set forth below, which will be charged to Merchant's credit card, as described in Section 4.6. Upon receipt by RewardPads of such replacement fee, title to the Kiosk(s) and/or accessories shall vest in the Merchant, and Merchant's obligations set forth in Sections 3.6.1 - 3.6.3 shall terminate.

      • 10 inch Tablet


      • Tablet Box Mount


      • 7 inch Tablet


      • Tablet Stand


      • USB Table Charger


      • USB Table Charger Kit


      If Merchant asks RewardPads to loan one or more additional Kiosk(s) and/or accessories after the executing of this contract, the replacement fee may differ from the foregoing, and will be disclosed to Merchant prior to delivery of the additional Kiosk(s) to Merchant.

    • 3.7 Insurance Requirements

      If Merchant is leasing equipment, Merchant will, within 15 days of agreement, name RewardPads as "Loss Payee" and "Additional Insured" on Merchant's insurance policy.

      • 3.7.1 Insurance Coverage Value

        Merchant's insurance coverage must meet or exceed the value of all of the equipment being leased from all sources for a given location and state "full replacement value without regard to depreciation".

      • 3.7.2 Insurance Policy Duration

        Merchant's insurance policy must cover the duration of the time from when equipment is delivered to when equipment is returned to RewardPads.

      • 3.7.3 Insurance Deductible

        Merchant is responsible for any deductible amounts.

      • 3.7.4 Option for Security Deposit

        If there is not a valid policy or a certificate on file at the time of the lease and RewardPads agrees to release equipment to Merchant, RewardPads reserves the right to collect a security deposit, which will be returned after Merchant returns equipment.

4. Fees

  • 4.1 Subscription and Activity Fees.

    Merchant will pay RewardPads the monthly subscription fee. Merchant will be notified of the then-current subscription fee in conjunction with Merchant's execution of this contract.

  • 4.2 SMS Messaging Overages

    Merchant agrees to pay for any SMS messages that exceed the number for their current subscription.

There is no additional charge for the Services, including the following, all of which are included in the monthly subscription fee:

  • Facebook Integration
  • Kiosk Check-ins
  • Coupon Redemptions
  • 4.3 Payment of Fees

    Monthly subscription fees are payable in advance, via the payment method authorized by Merchant. Each monthly debit for subscription fees will be made in advance, on or after the first day of the month. If the Effective Date of this contract is other than the first business day of any month, the subscription fees for the first partial month shall be prorated and charged on the date following month, together with the regularly scheduled monthly fees for such following month. If RewardPads offers one or more months of service free as an introductory promotion, the subscription fee for the initial partial month shall be charged along with the subscription fee for the first month commencing after the promotional period.

  • 4.4 Fee and Price Changes

    RewardPads may change it subscription fees and/or the fees it charges for any Services by providing Merchant notice of such change at least 30 days before the change becomes effective. If Merchant does not agree to any such change in fees, Merchant may terminate this contract (and Merchant's use of the Services) by notifying RewardPads of termination prior to the effective date of the fee change. This contract and Merchant's use of the Services shall thereupon be terminated as of the effective date of the fee change. Merchant's failure to terminate this contract prior to the effective date of the fee change shall constitute Merchant's acceptance of the change in fees.

  • 4.5 Notices of Charges

    The amount to be debited to Merchant's account for the Services shall be adjusted pursuant to any fee change accepted (or deemed accepted) by Merchant, starting on the effective date of the fee change. Merchant may view its amounts payable to RewardPads via the Merchant Portal, and RewardPads will notify Merchant of charges to its account.

  • 4.6 Obligation of Merchant for Fees

    Merchant agrees not to terminate its authorization for debits to Merchant's account until all fees and charges payable under this contract have been paid in full. All fees and charges payable hereunder shall remain enforceable obligations of Merchant regardless of whether Merchant terminates its debit authorization prior to collection in full by RewardPads, an authorized credit card debit fails or is rejected, or Merchant challenges or seeks to reverse any charge authorized under this contract.

  • 4.7 Credit Card Authorization

    By providing its credit card information to RewardPads, Merchant agrees that RewardPads is authorized to charge Merchant's credit card for all fees payable under this contract, as described in Section 3.6.3 and Sections 4.1 - 4.7. Service may be interrupted on accounts that reach 10 days past due. Accounts that are not collectable by RewardPads may be turned over to an outside collection agency for collection.

  • 4.8 Payment Authorization

    RewardPads uses third parties to gather Merchant's data from financial institutions. By using our service, you grant our third-party provider the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution according to terms of our third-party provider's privacy policy.

5. Proprietary Rights

  • 5.1 Merchant's Proprietary Rights

    RewardPads may use certain trademarks and copyrighted material of Merchant on the Program Sites and on RewardPads Apps or RewardPads websites. Merchant consents to all such usage by RewardPads. Merchant retains all rights in and to its trademarks and copyrights.

  • 5.2 RewardPads Proprietary Rights

    RewardPads has developed proprietary software and systems through which it delivers the Services, including but not limited to Merchant Portal and RewardPads's internal tools (collectively, the "RewardPads Software"). RewardPads grants Merchant a license to access Merchant Portal via the internet during the term of this contract, but only for the internal use of Merchant and subject to the other terms and conditions of this contract. RewardPads has developed trademarks and copyrighted material that it may use on the Kiosk interface, the Program Sites, Merchant Portal or otherwise use on behalf of Merchant or make available for use by Merchant. All trademarks and materials used by RewardPads in the Services (other than those owned by Merchant); the RewardPads Software; and all other software, technology and systems used by RewardPads are owned by RewardPads.

6. Representations, Warranties and Covenants of RewardPads

RewardPads represents and warrants to Merchant that RewardPads will provide the Services in compliance with (i) all applicable laws and regulations, (ii) RewardPads published policies relating to the Services; and (iii) the Customer Terms and Privacy Policy.

7. Representations, Warranties and Covenants of Merchant

Merchant represents, warrants and covenants to RewardPads as follows:

  • 7.1 Noninfringement

    Merchant has all rights to all materials delivered by Merchant for use (or approved by Merchant for use) in conjunction with the Services, including for use on Program Sites, RewardPads Apps, Merchant Portal or RewardPads websites, and to all materials used in the Coupons, Campaigns and Merchant's Loyalty Program, without infringing the rights of RewardPads or any third party.

  • 7.2 Compliance with Law and Policy

    Merhcant will use the Services only for the Merchant's business purpose, will comply with all applicable laws and regulations, and with the terms of its published policies and programs, with respect to any of its operations that relate to the Services. Merchant will also comply with the Customer Terms and Privacy Policy and with polcies of RewardPads.

  • 7.3 No Unauthorized Alteration of Program Sites

    Merchant will not, during the term of this contract, make any changes to its Facebook page, Twitter account or any other Program Site that relates in any way to the Services, including without limitatino the registration form, the Customer Terms and Privacy Policy provided by RewardPads, without the prior written consent of RewardPads.

  • 7.4 Coupons and Campaigns

    Merchant will be wholly responsible for the creation and dissemination of Coupons and Campaigns and for the fulfillment of all accepted Coupon Redemptions. All such Coupons, Campaigns and fulfillment of Coupon Redemptions, shall be in compliance with (i) all applicable laws and regulations, (ii) the terms of this contract, and (iii) the terms of such Coupons and Campaigns.

  • 7.5 Loyalty Programs

    Merchant will be wholly responsible for the design and description of its Loyalty Program and for the fulfillment in accordance with the terms of such Loyalty Program. Any such Loyalty Program and related fulfillment shall be in compliance with (i) all applicable laws and regulations, (ii) the terms of this contract, and (iii) the terms of such Loyalty Program.

  • 7.6 No Infringing or Inappropriate Content

    Merchant will not disseminate, whether on its premises, on any Program Site, via any Coupon or Campaign, in any Chat Facility (as defined in Section 12.8) or otherwise, any content that Merchant does not have the right to use, or any content that is unlawful, vulgar, profane, disparaging or, in the sole judgement of RewardPads, otherwise objectionable ("Inappropriate Content").

  • 7.7 No Interference

    Merchant will not upload, post, e-mail or otherwise transmit any material that contains a virus or other mechanism designed to interrupt, destroy or limit the functionality of the RewardPads software, any of the Services, or any software or system of a third party. Merhcnat will not interfere with the provision or use of the Services by RewardPads, by any client of RewardPads or by any end user, nor will Merchant interfere with any other technology or services offered by RewardPads. Except as authorized by RewardPads, Merchant will not seek to download, obtain the code for or in any way seek to access the RewardPads Software or any other software or technology of RewardPads.

  • 7.8 No Unauthorized Use of Third Party Information or Customer Information

    Merchant will not download or make any copy (whether in hard copy or electronic) of any customer information collected by RewardPads or through RewardPads technology or the Services, and will use information relating to its customers only as permitted in Section 12.6. Merchant will use all customer information accessible to Merchant through the Services only during the term of this contract, and only for Merchant's internal business purposes, in accordance with RewardPads Privacy Policy and in accordance with applicable laws and regulations. Merchant will not provide any customer information obtained through the Services to any third party. Merchant will not obtain or seek to obtain access to any nonpublic information of RewardPads, any other RewardPads customer or other third party, or customer information maintained on behalf of another RewardPads client.

  • 7.9 Use of Tablet(s) and Kiosk(s)

    Merchant will use the Tablet(s) and Kiosk(s) loaned by RewardPads in accordance with the terms of Sections 3.6 and 4.4.

8. Disclaimers; Limitations of Liability; Release and Waiver

  • 8.1 Third Party Services

    Merchant understands and agrees (i) that RewardPads offers Services through the internet and through third parties, including byt not limited to internet service providers, SMS gateways, Facebook, Twitter and possibly other social network or third party sites or services (collectively, "Third Party Services"), and (ii) that the Tablet(s) and/or Kiosk(s) loaned to Merchant by RewardPads are manufacturered by a third party ("Third Party Devices"). Merchant agrees that RewardPads is not responsible for the performance of the internet, any Third Party Services or any Third Party Devices, for the reliability, security, availability, compliance with law or any other aspect of the internet, Third Party Services, or Third Party Devices. MERCHANT HEREBY RELEASES REWARDPADS FROM ANY DAMAGES MERCHANT OR ITS CUSTOMERS MAY INCUR AS A RESULT OF THE USE OF THE INTERNET, MERCHANT PORTAL, REWARDPADS WEBSITE, TOOLS, TECHNOLOGY OR SERVICES; OR THIRD PARTY SERVICES OF THIRD PARTY DEVICES. MERCHANT AGREES NOT TO ASSERT ANY CLAIMS AGAINST REWARDPADS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES (COLLECTIVELY, "ASSOCIATED PERSONS") ARISINT IN ANY WAY FROM USE OF THE INTERNET, THIRD PARTY SERVICES OR THIRD PARTY DEVICES. In connection with the foregoing release, Merchant hereby waives California Civil Code Section 1542, and any similar provision in any other jurisdiction. California Civil Code Section 1542 provides: .A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

  • 8.2 No Assurance of Availability of Services

    Merchant understands and agrees that the Services and Third Party Devices may be unavailable from time to time for maintenance or other reasons, and that RewardPads is not responsible for any error, omission or interruption in Services or in the performance of Third Party Devices; defect or delay in operation or transmission; communications failure; deletion, theft, destruction or unauthorized access to or alteration of any content that Merchant sends or attempts to send through use of the Services or Third Party Devices; or any technical malfunction or other difficulty Merchant may experience in the use of the Services or Third Party Devices.

  • 8.3 Disclaimer of Representations and Warranties


  • 8.4 Limitation of Liability

    Under no circumstances will RewardPads or any Associated Person (as defined in Section 8.1) be liable for damages of any kind, under any legal theory arising out of or in connection with Merchant's use of, or inability to use, the Services, Merchant Portal or Third Party Devices, or from RewardPads suspension of or termination of the Services, or from Merchant's participation in the Services, including any direct, indirect, incidental, special or consequential damages (including but not limited to damages for loss of profits, use, data or other intangibles), even if RewardPads or any Associated Person has been advised of or is aware of the possibility of such damages. Some jurisdictions do not allow for the limitation or exclusion of incidental, consequential or other types of damages, so some of the foregoing limitations may not apply to Merchant. Without limiting the terms of Section 8.3 and this Section 8.4 in any way, RewardPads liability for damages shall be limited to the return of monthly subscription fees paid by Merchant for the month(s) in which the events giving rise to such damages occurred.

  • 8.5 Basis of the Bargain

    Merchant agrees that without the limitations of liability, exclusions of damages, releases and waivers contained in this contract it would not be feasible for RewardPads to offer the Services or the Third Party Devices at the rates offered by RewardPads, that such limitations of liability, exclusions of damages, releases and waivers are fundamental elements of the basis of the bargain between Merchant and RewardPads pursuant to which the Services and Third Party Devices are offered, and that the Services and Third Party Devices would not be made available to Merchant if Merchant did not agree to such limitations, exclusions, releases and waivers.

9. Indemnification

Merchant hereby agrees to indemnify RewardPads and its Associated Persons, and to hold them harmless from and against, any and all losses, damages, costs or expenses, including reasonable attorneys. fees, arising out of any claim by a third party resulting from the operation of Merchant.s business (including but not limited to goods and services sold or provided by Merchant) or from an actual or alleged breach of or failure to comply with any of Merchant's obligations, representations, warranties or covenants set forth in this contract, including but not limited to those in Section 7.

10. Rejection or Suspension of Merchant's Participation; Consequences of Termination or Suspension

  • 10.1 Rejection by RewardPads

    RewardPads may refuse to enter into a contract to provide Services to Merchant for any reason, in RewardPads sole discretion, without providing any explanation for such refusal.

  • 10.2 Suspension of Services

    If RewardPads accepts this contract and thereby accepts Merchant as a client, in addition to its termination rights in Section 11, RewardPads may suspend Merchant's access to the Services if Merchant violates any of the terms of this contract or any policy or procedure applicable to the use of the Services that may be published by RewardPads from time to time.

  • 10.3 Consequences of Suspension or Termination

    Upon suspension of Merchant's right to use the Services or termination of this contract, RewardPads will remove Merchant's access privileges to communications services offered by RewardPads and Merchant's access to Merchant Portal, including but not limited to the tools that allow Merchant to track its Loyalty Program and outstanding Coupons and Campaigns, and will remove and/or delete all material relating to Merchant that was uploaded by RewardPads to the Program Sites. Merchant shall be responsible for the prompt return of, or purchase of, the Tablet(s) and/or Kiosk(s) loaned to Merchant by RewardPads, pursuant to Section 3.6.3.

  • 10.4 Right to Review Coupons and Campaigns

    RewardPads reserves the right to review all Coupons and Campaigns, including but not limited to those posted through Facebook, Twitter or other Program Sites, but RewardPads has no obligation to review any Coupons or Campaigns. If RewardPads believes, in its sole judgment, that any Coupon or Campaign contains any Inappropriate Content (as defined in Section 7.6) or that any Coupon or Campaign will not be fulfilled by Merchant in accordance with the terms of such Coupon or Campaign, RewardPads may refuse to post the Coupon or Campaign or may prevent its posting or delivery. However, Merchant shall remain wholly responsible for its Coupons and Campaigns. Whether or not RewardPads reviews any Coupons or Campaigns or does or does not refuse to post any Coupons or Campaigns it may have reviewed, RewardPads assumes no responsibility for any Coupon or Campaign, and Merchant shall remain wholly responsible for the contents of its Coupons and Campaigns and for fulfillment of accepted Coupon Redemptions.

11. Term and Termination

  • 11.1 Initial and Renewal Terms

    This contract commences on the Effective Date, as described in Section 14.2. The initial term of this contract ends on (i) the last day of the calendar month following the munch in which the Effective Date occurs or (ii) if RewardPads offers a free introductory promotional period, the last day of the first full calendar month in which Merchant is charged a subscription fee. THIS CONTRACT SHALL AUTOMATICALLY RENEW FOR CONSECUTIVE MONTHLY RENEWAL TERMS UNLESS EITHER PARTY GIVES THE OTHER WRITTEN NOTICE OF TERMINATION AS DESCRIBED BELOW. IF A NOTICE OF TERMINATION IS DELIVERED ON OR PRIOR TO THE FIFTEENTH DAY OF ANY MONTH, THIS CONTRACT WILL TERMINATE ON THE LAST DAY OF SUCH MONTH; IF ANY NOTICE OF TERMINATION IS DELIVERED AFTER THE FIFTEENTH DAY OF ANY MONTH, THIS CONTRACT WILL TERMINATE ON THE LAST DAY OF THE FOLLOWING CALENDAR MONTH.

  • 11.2 Early Termination by Merchant

    This contract can be terminated by Merchant by delivery of written notice to RewardPads (i) pursuant to Section 4.4 or (ii) if RewardPads materially breaches this contract and does not correct such breach within thirty (30) business days after receipt of written notice of the breach from Merchant.

  • 11.3 Early Termination by RewardPads

    This contract may be terminated by RewardPads at any time in RewardPads sole discretion, without providing any explanation for such termination and without any liability or obligation to Merchant.

  • 11.4 Effect of Termination

    In the event of early termination of this contract by either party for any reason, RewardPads will take all actions described in Section 10.3 and Merchant shall be responsible for return of the Tablet(s) and/or Kiosk(s), as described in Sectin 3.6.3.

  • 11.5 Survival

    Merchant's payment obligations under the following sections of this contract shall survive termination of this contract for any reason: Sections 3.6.3, 4 through 9, this Section 11.5 and Section 12. In addition, Merchant shall continue to honor all Coupons and Campaigns and Loyalty Program benefits accumulated during the term of this contract.

12. General Provisions

  • 12.1 Notices

    All notices, demands, requests or other communications that may be or are required to be given, served or sent by any party to any other party pursuant to this contract shall be in writing and shall be sent by courier service or mailed by registered or certified mail, return receipt requested, postage prepaid, or transmitted by facsimile or email, addressed to the other party as set forth in Section 15.

    • 12.1.1 Changes

      Each party may disignate by notice in writing a new address to which any notice, demand, request for communication may thereafter be so given, served or sent, or additional persons or addresses for notice.

    • 12.1.2 Deliver

      Each notice, demand, request or communication sent in the manner described above shall be deemed received at the time shown on the delivery receipt if delivered by courier service; three days after being mailed if sent by registered or certified mail, return receipt requested; at the time shown on the sender's confirmation of sending notice (if sent by facsimile); or at the time sent by email; provided that any notice of breach or termination, or any demand for indemnification, that is sent via facsimile or email must also be sent promptly by courier service or registered or certified mail, as described in Section 12.1.

  • 12.2 Effectiveness of Email Communications

    Any notice or contract called for by this contract to be in writing, other than notices of breach or termination, or demands for indemnification, shall be effective if sent by email from an address at the sending party's domain to an individual designated by the other party for receipt of such notices, at the email address provided by the other party, and need not be sent by any other method.

  • 12.3 Severability

    If any term, provision, covenant or restriction of this contract is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this contract shall remain in full force and effect to the maximum extent permitted by law and shall in no way be affected, impaired or invalidated.

  • 12.4 Relationship between Parties

    The parties agree that each of them is an independent contractor with respect to the other. Neither party is an express or implied agent of the other, has authority to assume or create any obligation, express or implied, on behalf of the other party, or has authority to represent the other party as agent, employee, or in any other capacity; and neither party will make any representation to the contrary.

  • 12.5 Use of Customer Data by RewardPads

    RewardPads reserves the right to gather and store data regarding Merchant's customers who sign up for RewardPads Services, interact with Merchant's Loyalty Program through the Tablet, Kiosks, RewardPads Apps, Merchant's Facebook page or other Program Sites, or respond to Merchant's Coupons or Campaigns ("Merchant's Customers"). Such data may include the Merchant's Customer's use of Merchant's Loyalty Program and responses to Coupons or Campaigns, including (i) the personal information submitted by Merchant's Customers (e.g., telephone number, email address, zip code, birthdate or other registration information ("Customer Personal Information"); optional information such as name, gender and other information) and (ii) such customers' responses to Coupons and Campaigns (whether from Merchant or another client of RewardPads), enrollment in Loyalty Programs (of Merchant and/or other RewardPads clients) and accrued visits, purchases from Merchant and other RewardPads clients, and other habits of such customers. Merchant acknowledges that all such customer data is owned exclusively by RewardPads. RewardPads may use such information to generate reports and analysis based on such data, including pattern recognition and benchmarking against data from other clients of RewardPads and their customers and other information available from third parties. Information about Merchant's Customers gathered by RewardPads may also be used by RewardPads for contacting, including marketing to, Merchant's Customers or allowing others to do so. If RewardPads uses information about individuals that is gleaned solely from one or more other client's participation in RewardPads Services and from publicly available sources (including commercially available mailing lists), such individuals shall not be considered Merchant's Customers for purposes of the preceding sentence, whether or not they are also customers of Merchant.

  • 12.6 Use of Customer Data by Merchant

    Merchant may not store data, including but not limited to name, email address or other Customer Personal Information (as defined in Section 12.5), regarding Merchant's Customers obtained through the use of the Services. Merchant may use data relating to Merchant's Customers obtained through the use of the Services solely to market Merchant's goods and services to Merchant's Customers through the Services. Merchant will not provide any information obtained through the use of the Services, including any information that would personally identify, or facilitate personal contact with, any Merchant Customer (e.g., name, email, telephone number, zip code, birthdate, gender or other identifying information) to any third party other than (i) to an acquirer in the event of a sale or merger of Merchant's business, provided that the acquirer agrees to maintain and use such data regarding Merchant's Customers in accordance with the Privacy Policy, (ii) as necessary to fulfill an order for such customer, (iii) to service providers to Merchant who need to know such information and are obligated to keep it confidential, or (iv) if required by law or subpoena, in response to an inquiry from law enforcement authorities or if Merchant believes the release of such information is necessary to address or prevent illegal or harmful activity.

  • 12.7 User IDs and Passwords

    Merchant's use of RewardPads Services, including Merchant Portal, will be controlled by user IDs and passwords, in accordance with RewardPads access policies in effect from time to time. Merchant understands and agrees that RewardPads will provide access to Merchant's information, in accordance with access levels and controls offered by RewardPads, to anyone using an active user ID and password combination selected by Merchant and associated with the appropriate level of access, and that RewardPads will rely on all messages and may post all Coupons and Campaigns sent using active user IDs and passwords assigned to Merchant with the appropriate level of access. Merchant will be responsible for selecting secure passwords and for safeguarding all user IDs and passwords. Merchant will notify RewardPads in writing of any user IDs and/or passwords that may have been compromised or that Merchant wishes to terminate or change for any reason.

  • 12.8 Use of Chat Facilities

    RewardPads may provide, as part of the Services, discussion blogs, bulletin board services, chat rooms and/or other means of communication for use by RewardPads, Merchant, other clients of RewardPads and possibly by third parties such as operators of Program Sites (collectively, "Chat Facilities"), but RewardPads is under no obligation to provide any Chat Facilities. If RewardPads does provide Chat Facilities, Merchant acknowledges that such facilities are not for private communications, that all other persons with access to such Chat Facilities may read any of Merchant's communications posted there, that RewardPads does not control or endorse the messages posted by users and that RewardPads disclaims any responsibility or liability for any messages posted on the Chat Facilities or any action taken as a result of such messages. Merchant agrees that its use of, and any reliance on, the Chat Facilities or any messages posted on them is at Merchant's own risk. Any message posted to the Chat Facilities by Merchant will be treated by RewardPads as non-confidential. Merchant hereby consents to RewardPads posting of all such messages, with or without attribution to Merchant, to any and/or all Chat Facilities and for any other lawful purposes, such as advertising, promoting or enhancing the Services. Such consent shall be irrevocable and shall apply to all forms of media and transmission, whether now existing or created in the future. All submissions by Merchant to Chat Facilities will be subject to Merchant's representations, warranties and covenants of non-infringement and no Inappropriate Content, as set forth in Section 7.6. RewardPads may refuse to post any message or may remove any message of Merchant or any third party at any time, at RewardPads sole determination, without any obligation or explanation.

  • 12.9 Marketing

    RewardPads reserves the right to use Merchant's name in promotional, marketing and presentation materials for the purpose of marketing RewardPads Services and promoting RewardPads, and in communications with investors and prospective investors and with third parties with which RewardPads does, or seeks to do, business. Merchant agrees that the Tablet(s), Kiosk(s), RewardPads Apps, RewardPads websites, and all Program Sites may bear a logo, tag line and/or other message attesting to RewardPads role in offering the Services (e.g., "Powered by RewardPads") may disclaim any responsibility of RewardPads for Merchant's products, services or communications, and may contain other information regarding the respective responsibilities of Merchant and RewardPads.

  • 12.10 No Waiver, Amendment

    The failure of either party to exercise in any respect any right or remedy provided for herein shall not be deemed a continuing waiver or a waiver, partial or complete, of any future breach or any other right or remedy hereunder. This contract may be amended only in a writing that is accepted by the party to be bound thereby.

  • 12.11 Force Majeure

    Except for each party's payment obligations, neither party shall be liable under, or in default of, this contract for failure to perform its obligations under this contract if such failure arises out of causes beyond such party's reasonable control and without its fault or negligence. Such causes or conditions include, but are not be limited to, acts of God, terrorism, acts of a government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, electrical power failures, telecommunications or internet outages, riots, or wars.

  • 12.12 Entire Contract; Assignment

    This contract constitutes the entire contract and supersedes all prior contracts and understandings, both written and oral, among the parties, with respect to the subject matter hereof. This contract is binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

13. Disputes with RewardPads

  • 13.1 Contact RewardPads First

    If a dispute arises between Merchant and RewardPads, RewardPads goal is to learn about and address Merchant's concerns and, if RewardPads is unable to do so to Merchant's satisfaction, to provide Merchant with a neutral and cost effective means of resolving the dispute quickly. Disputes between Merchant and RewardPads may be reported to RewardPads customer service at , or by calling RewardPads customer service representative at 888-340-7769 between 9 a.m.- 5 p.m. Eastern time weekdays (other than holidays).

  • 13.2 Arbitration

    If any dispute is not resolved by negotiation as described in Section 13.1, such dispute (excluding claims for injunctive or other equitable relief) shall be resolved through binding arbitration. Either Merchant or RewardPads may initiate such arbitration by notifying the other party and the alternative dispute resolution provider ("ADR Provider") that Merchant or RewardPads wishes to initiate a binding arbitration proceeding. Such arbitration shall be handled by the American Arbitration Association or another established ADR Provider mutually agreed upon by the parties. The arbitrator shall apply North Carolina law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. There shall be no authority for any claims to be arbitrated on a class or representative basis. Arbitration can decide only the individual claims of Merchant and/or RewardPads. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. The party initiating arbitration can elect non-appearance-based or appearance-based arbitration. For non-appearance-based arbitration: a) the arbitration shall be conducted by telephone, online and/or be based solely on written submissions, the specific manner shall be chosen by the party initiating the arbitration; and b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. For appearance-based arbitration, the arbitration shall be held at a location in Charlotte, North Carolina determined by the ADR Provider, or at such other location as may be mutually agreed upon by Merchant and RewardPads. Any judgment on an arbitration award rendered by the arbitrator (whether non-appearance-based or appearance-based) may be entered in any court of competent jurisdiction.

  • 13.3 Law and Forum Disputes

    This contract shall be governed in all respects, including validity, interpretation and effect, by the internal laws of the State of North Carolina, without regard to any conflicts of laws rules. Exclusive jurisdiction over any dispute arising out of this contract or any action to enforce rights under this contract, including any claim for injunctive or other equitable relief or to enforce a binding arbitration award, shall be in the state or federal courts located in Charlotte, North Carolina. Merchant hereby irrevocably submits to the personal jurisdiction of the courts located within Charlotte, North Carolina for the purpose of litigating all such claims or disputes, including for enforcing an arbitration award, agrees to venue in such courts and will not allege forum non-conveniens or otherwise seek to bring or move any such action in or to any other location.

  • 13.4 Improperly Filed Litigation

    All claims Merchant brings against RewardPads must be resolved in accordance with Section 13 of this contract. All claims filed or brought by Merchant contrary to Section 13 shall be considered improperly filed and a breach of this contract. Should Merchant file a claim contrary to Section 13, RewardPads may recover attorneys' fees and costs up to $1,000, provided that RewardPads has notified Merchant in writing of the improperly filed claim, and Merchant has failed to promptly withdraw the claim.

14. Acceptance and Effectiveness of this Contract

  • 14.1 By Merchant

    By signing up for RewardPads Services or by using RewardPads Services after receiving a copy of this RewardPads Application Contract, Merchant accepts and agrees to be bound by the terms of this contract. The individual accepting this contract (by signing up for RewardPads Services of by using those services after receipt of this contract) hereby represents and warrants that he or she has full power and authority to bind Merchant by such acceptance.

  • 14.2 By RewardPads

    Notwithstanding the acceptance of this contract by Merchant, this contract shall become and binding on RewardPads and effective only after RewardPads has notified Merchant that RewardPads has accepted Merchant as a client ("Effective Date").

15. Address for Notice

Subject to Section 12.1, all notices to RewardPads shall be sent as follows:

  • 15.1 Notices to RewardPads

    P.O. BOX 39063
    CHARLOTTE, NC, 28278

  • 15.2 Notices to Merchant

    Notices to Merchant shall be sent to the physical address, email address or facsimile number provided by Merchant when Merchant signs up for RewardPads Services or otherwise provided to RewardPads by Merchant.

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This Merchant Terms Contract was last updated on June 21, 2016.