1. Merchant Account
Terms and Conditions
LAST UPDATED OCTOBER 6, 2011
By accessing and using R4U Offer’s services through your Merchant Account (as
defined below), you agree to the following terms and conditions and any policies, guidelines
or amendments thereto that may be presented to you from time to time (collectively, the
“Terms”). If the law or our functionality changes and affects the services we are able to offer
you through your Merchant Account, we may need to change these Terms or our program
features from time to time. You should review these Terms regularly. If at any time you do
not agree with these Terms, or you do not agree to any modified Terms, then you must
immediately stop using your Merchant Account and cease your participation in any R4U
Offers self-service merchant program such as R4U Offers Stores and R4U Offers Now! (the
self-service programs as they exist from time to time, the “Programs”). Unless you have
agreed otherwise in writing with R4U Offers, these Terms govern your use of our services
through your Merchant Account. In the event of a conflict between these Terms and the
terms of a deal (“Offer”) created or submitted via a Deal Request through your Merchant
Account (a “Deal Request” or “DR”), these Terms shall govern. You and R4U Offers may be
referred to throughout these Terms individually as a “Party” and collectively as the “Parties”.
Section 1: DEFINITIONS
1.1 Definitions. (a) “Deal Request” or “DR” is a request you submit to R4U Offers to
create an Offer for inclusion in a Program. The terms of the DR are specified and submitted
by you in accordance with Section 3.1; (b) “voucher” means the paper voucher or electronic
certificate that evidences a customer’s purchase of an Offer and contains the terms of,
and unique redemption information for, such Offer; (c) “the amount paid,” for the voucher
means the amount that a purchaser pays for a voucher; (d) a voucher’s “Promotional Value”
is the unpaid portion of the voucher’s value in excess of the amount paid. (For example, if
a purchaser pays €10 for a voucher with a €25 Full Offer Value, that voucher’s Promotional
Value would be €15); (e) a voucher’s “Full Offer Value” means the full value of the voucher
for which the holder of a voucher will be able to redeem it on or before the Promotional
Value Expiration, and is equal to the sum of its Promotional Value plus its amount paid; (f)
if applicable, a voucher’s “Promotional Value Expiration” is the date and time after which a
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2. voucher’s Promotional Value may no longer be used (unless otherwise required by law), and
after which time and date, the voucher may only be redeemed for its amount paid unless
refunded; (g) “Sales Period(s)” means the date (or dates) and period (or periods) of time
an Offer will be available for redemption as specified in Section 3.1; (h) “R4U Offers Site”
means, collectively, the R4U Offers website (www.r4uoffers.com.br) and other distribution
channels owned, controlled or operated by R4U Offers or e-mails, mobile applications or
other types of electronic offerings; and (i) “R4U Offers” means R4U Offers, Inc.
Section 2: R4U OFFERS MERCHANT ACCOUNT
2.1 Merchant Account. In order to use certain services, you are required to be
registered for a special account on the R4U Offers Site (your “Merchant Account”). Your
Merchant Account will facilitate your use of various R4U Offers services and will allow you to
provide and receive current and accurate, contact and other information pertaining to your
relationship with us. You are responsible for maintaining the confidentiality of your Merchant
Account password, and are responsible for all activities that occur under such account.
You agree to immediately notify R4U Offers of any unauthorized use of your password or
Merchant Account or any other breach of security related to the R4U Offers Site. R4U Offers
is not and will not be liable for any loss or damage arising from your failure to comply with
this Section 2.1. In addition to the other rights set forth herein, R4U Offers reserves the right
to refuse service and/or access to the R4U Offers Site to you or any other merchant at any
time without notice for any reason. When using your Merchant Account and the R4U Offers
Site to submit and manage other deals, you will be required to accept and comply with
certain terms and conditions applicable to merchants. R4U Offers may offer certain optional
features or functionalities within your Merchant Account. If you choose to use such features,
then you may be required to agree to separate terms that are specific to those features that
will be disclosed and available at the time you elect any such option. You represent that you
are of legal age to form a binding contract and have full power, capacity and authority to
accept these Terms. If you are accepting these Terms on behalf of your employer or another
entity, you represent that you have full legal authority to bind your employer or such entity
to these Terms. If you don’t have the legal authority to bind your entity, please ensure that
only an authorized person from your organization consents to, and accepts, these Terms.
2.2 Merchant Center. The Merchant Center is the section of your Merchant Account
(in contrast to any individual user account you may maintain) where you as a business
owner may directly, or indirectly through an authorized employee or representative, access
your business profile and information about past offers that have run through the Program
and manage your offers by tracking voucher redemption. Within your business profile, you
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3. can add or edit information about your business including locations, reviews, social media
links, pictures, questionnaire and addresses to which R4U Offers should send payments.
You may use your Merchant Account to submit request to launch a new Program offer and
suspend or stop a particular Active Offer. You may also review analytics and statistics for
your Offers and view all Program offers in any status. Within the redemption section of your
Merchant Account, you can submit voucher redemption data for your Offers and download
customerlists.
Section 3: PROGRAM PARTICIPATION AND YOUR OFFER
3.1 Creation of Offers. By electing to participate in a Program, you shall define the
conditions of, and supply the content and images to describe and illustrate, your Offer and its
terms, by completing and submitting a DR through your Merchant Account. Your submission
of a DR does not obligate R4U Offers to accept to the DR or to promote the Offer, and is not
binding on R4U Offers until R4U Offers actually promotes the Offer on the R4U Offers Site.
At the point R4U Offers begins to promote your Offer to the public, the Sales Period begins
and the Offer becomes an “Active Offer” during such Sales Period. You are responsible and
liable for all Offer content and terms, and for R4U Offers’s or any purchaser’s use or reliance
on any of the foregoing. In creating your Offer, you may not: (a) offer to sell any goods or
services on terms or in a manner that is prohibited by law from being offered or advertised;
(b) include any content that violates or infringes in any way upon the rights of others; or (c)
include any material that is unlawful, threatening, abusive, defamatory, invasive of privacy
or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages
conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate
any Law.
3.2 Promotion of Offers. If R4U Offers accepts your DR, R4U Offers will promote
the Offer using any method and through any medium that R4U Offers deems appropriate
in its sole discretion, including through e-mail, mobile applications and any other type of
electronic interface or distribution channel owned, controlled or operated by R4U Offers.
R4U Offers further reserves the right, but has no obligation, to promote the Offer through
its affiliates and third party business partners from time to time. R4U Offers will promote
your Offer to R4U Offers customers and potential customers based on geographic or other
geolocational data, but will determine the customers and potential customers to whom
your Offer is actually promoted and made available in its sole discretion. If you indicate a
maximum number of vouchers in the DR, R4U Offers will stop promoting your Offer once
such maximum is reached.
3.3 Distribution of Vouchers. Once R4U Offers has received payment from a purchaser
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4. of the amount paid, R4U Offers will authorize for use, and make a voucher available to,
the purchaser of your Offer (or will distribute it to a designated transferee on behalf of
the purchaser, if any is designated at the time of purchase). The vouchers will include any
restrictions or limitations on the use of the voucher you have specified in the DR. Purchasers,
or their authorized transferees, may then redeem the Offer by presenting their Vouchers to
you as printed certificates, through their mobile devices, or any other media that R4U Offers
has adopted for voucher redemption.
3.4 Responsibility for Offer and Vouchers. You acknowledge that you are the exclusive
seller of your Offer and the issuer of the vouchers. You also are responsible and liable for:
(a) the decision to make your Offer available through the R4U Offers services; (b) fulfilling
your Offer with respect to all voucher holders; and (c) supplying all goods and/or services
specified in the Offer.
3.5 Redemption Obligations. You shall comply with your obligations specified in
these Terms, the DR and other obligations regarding the use of your Merchant Account.
In addition, when redeeming vouchers, you shall: (a) honor the vouchers during the time
period specified on, pursuant to the terms of, your Offer, and as required under applicable
law(s); (b) for all vouchers issued under the Stores Program, log the voucher redemption into
the R4U Offers system using one of the methods R4U Offers makes available to you within
thirty (30) days of the voucher’s Promotional Value Expiration Date (if any); (c) handle all
customer service in connection with the redemption and use of the vouchers; (d) honor any
voucher presented by an individual, even if that individual was not the purchaser, unless (i)
otherwise specified in the Fine Print (as defined below) or otherwise stated prominently on
the face of the voucher or, (ii) you reasonably believe that individual obtained the voucher in
an unauthorized or illegal manner, in which case you shall immediately contact R4U Offers
and explain the circumstances; and (e) comply with the terms and conditions stated on the
voucher without modification and without imposing any restrictions or additional charges
or penalties that are not expressly stated on the voucher. You shall specify all generally
applicable policies (e.g., cancellation policies that apply to all customers), restrictions and
contractual arrangements (e.g., liability waivers required for all customers) applicable to the
Offer (“Fine Print”) in the DR, and R4U Offers shall have no liability for your failure to do so.
3.6 Expiration Periods. (a) Now! Program. You shall allow voucher holders to redeem
any valid vouchers for the Full Offer Value until the promotion’s stated date and time of
expiration. You shall further allow voucher holders to redeem any valid Now! vouchers
for 24 hours after the underlying promotion time and date by: (a) continuing to redeem
vouchers for the Full Offer Value as though the Full Offer Value has not yet expired or (b)
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5. redeeming the vouchers for your goods and/or services valued for the amount paid. R4U
Offers will refund the amount paid to the purchasers of vouchers who have not printed or
viewed a mobile version of their voucher 24 hours after the Promotional Value Expiration. (b)
Stores Program; You shall allow voucher holders to redeem any valid vouchers for the Full
Offer Value until the voucher’s stated Promotional Value Expiration unless the Laws require
a longer period. For any voucher presented after such voucher’s applicable Promotional
Value Expiration, you must continue to indefinitely honor the vouchers by: (a) continuing to
redeem vouchers for the Full Offer Value as though the Full Offer Value has not yet expired
or (b) redeeming the vouchers for your goods and/or services valued for the amount paid.
For vouchers issued through the R4U Offers Now! Program, following the Promotional Value
Expiration of such vouchers, R4U Offers will refund the amount paid to the purchasers of
vouchers who have not printed or viewed a mobile version of their voucher 24 hours after
the Promotional Value Expiration.
3.7 Redemption Reporting and Recognition Periods. (a) For Now! Program offers: All
vouchers issued but not printed or viewed in a mobile format within 24 hours following the
expiration of an applicable Now! voucher’s Promotional Value Expiration (“Now! voucher use
period”) will be deactivated by R4U Offers and all purchasers of the offer will be automatically
refunded. Any Now! vouchers redeemed by you after the Now! voucher use period are
“Unauthorized Redemptions”. Unauthorized Redemptions are your sole responsibility. You
may not report redemption data for Unauthorized Redemptions, and R4U Offers will not
pay you for Unauthorized Redemptions. (b) For Stores Program offers: You shall accurately
report redemption data for all redeemed vouchers to R4U Offers within thirty (30) days
after the vouchers’ Promotional Value Expiration Date (the “Redemption Reporting Period”).
All vouchers issued but not reported by you during the Redemption Reporting Period
(“Unredeemed Stores vouchers”) will be deactivated. Once the Redemption Reporting Period
has passed, you may not alter your report. Beginning the day following, and extending for
a period of up to thirty (30) days following the vouchers’ Promotional Value Expiration, R4U
Offers will automatically refund purchasers of Unredeemed vouchers the amount paid of
Unredeemed vouchers to the customers holding such vouchers. Any vouchers redeemed by
you after the Redemption Reporting Period are Unauthorized Redemptions. Unauthorized
Redemptions are your sole responsibility. You may not report redemption data for Unauthorized
Redemptions, and R4U Offers will not pay you for Unauthorized Redemptions.
3.8 Your Third Party Merchants. You may subcontract or delegate portions of your
performances required by these Terms with respect to a particular Offer to a third party
(each, a “Third Party Merchant”). If you subcontract or delegate to Third Party Merchants
with respect to fulfilling such Offer, you will remain solely responsible and liable for (a) all
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6. your obligations, including financial obligations, under these Terms and (b) all acts and
omissions of your Third Party Merchants. You shall require your Third Party Merchants to
comply with all applicable restrictions and obligations imposed on you under these Terms,
and you will be solely responsible for your financial and contractual relationship with your
Third Party Merchants.
3.9 License to Your Content. You hereby grant R4U Offers a non-exclusive, worldwide,
transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute,
display and perform any trademarks, photographs, graphics, artwork, videos, sound clips,
text, and other content or materials that you provide to R4U Offers in your Merchant Account
or otherwise use to describe your Offer (“your Content”) in any and all media or formats
in connection with R4U Offers’s fulfillment of its rights and obligations under these Terms,
including the promotion of Offers and distribution of vouchers.
3.10 Acknowledgement of Strategic Sales Activity. Unless you specifically notify R4U
Offers in writing otherwise, if you participate in the R4U Offers Now! Program, R4U Offers
may make your Offer available on the R4U Offers Site during a Sales Period for an amount
paid that is less than the amount paid you establish in your DR. If R4U Offers elects to
promote your Offer to customers at any price that is less than the price you established,
R4U Offers will: (i) calculate the Now! Aggregate Net Amount using the value established by
you; (ii) only promote a certain number of units at that reduced price, (iii) in no case make
more than any maximum number of units available, and (iv) not make your Offer available
on the R4U Offers Site at two different prices at the same time.
3.11 Press Release. R4U Offers may, in its sole discretion, include you in any press
release regarding the Offers described herein or identify you as a merchant.
Section 4: PAYMENT TERMS
4.1 Generally. Payment terms governing your Offer are as set forth below, unless
you have a separate written agreement with R4U Offers expressly modifying the terms of
your payment under a particular Program. Payment terms for any non-Programs Offers are
contained in the applicable contract you entered with R4U Offers by accepting the terms and
conditions governing your Merchant Account or otherwise.
4.2 Now! Payment Terms. For each Now! voucher that is printed or viewed in a mobile
format and not refunded by R4U Offers within thirty (30) days following the expiration of the
applicable Now! deal’s promotional value expiration (each, a “Now Validated Redemption”),
you will be paid an amount equal to: the amount paid, less a per-voucher promotion and
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7. distribution fee of twenty percent (20%) of the Full Offer Value (such amount, the “Now
Remittance Amount”). Unauthorized Redemptions will not be considered Now Validated
Redemptions. R4U Offers will pay you the Now Remittance Amount for all then-Now
Validated Redemptions (the “Now Aggregate Net Amount”). R4U Offers will establish the
Now Aggregate Net Amount due for a particular deal thirty (30) days following the applicable
deals’ promotional expiration, and mail you a check for any Now Aggregate Net Amounts
due on a bi-weekly basis corresponding approximately with the 15th last day of the month.
4.3 Stores Payment Terms. For each voucher that is redeemed and for which you
electronically submit redemption data to R4U Offers through an authorized mode of
redemption, whether via customer mobile app, via merchant mobile app, or through your
Merchant Account (each, a “Stores Validated Redemption”), you will be paid an amount
equal to: the amount paid, less a per-voucher promotion and distribution fee of twenty
percent (20%) of the amount paid (such amount, the “Stores Remittance Amount”). R4U
Offers will pay you the Stores Remittance Amount for your Stores Program every two weeks
if the total Stores Remittance Amount (“Stores Aggregate Net Amount”) due is more than
Fifty Euros (€50). If the Stores Aggregate Net Amount due is less than €50, R4U Offers will
mail you a check for amount in your account when the last voucher is redeemed or when
the voucher’s Promotional Value expires, whichever comes first. Following the Promotional
Value Expiration, R4U Offers will continue to pay you for any vouchers redeemed every two
weeks where the Fifty Euros threshold is met, or as otherwise agreed between you and R4U
Offers in writing.
4.4 Payment Method. Unless otherwise arranged in writing between you and R4U
Offers, payments owed to you under Section 4.2 and Section 4.3 will be made by check and
mailed to you at the address in your Merchant Account on the bi-weekly schedule indicated
above.
Section 5: TERM AND TERMINATION
5.1 Term. These Terms are effective on the earlier of the date on which you first
access the Merchant Center through your Merchant Account, accept the Merchant Account
Terms, or submit a DR. These Terms will remain in effect through the expiration of all
vouchers’ amount paid or such earlier date as all vouchers are redeemed or refunded to
their purchasers, unless otherwise earlier terminated as set forth below.
5.2 Termination. R4U Offers may terminate these Terms and suspend your access to
the Merchant Account with five days advance written notice for convenience, or immediately
for cause if: (a) you violate your redemption obligations with respect to any Offer made
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8. by you through R4U Offers’s programs and services; (b) you fail to redeem or cause the
redemption of any voucher to fail for any reason, including but not limited to the sale or
dissolution of your business, a violation of or a higher than expected number of purchasers,
or (c) you violate any of the material terms of these Terms or any other agreement you have
with R4U Offers.
5.3 Suspension of a Program Offer. Notwithstanding anything herein to the contrary,
you may cancel or suspend a Program Offer through your Merchant Account.
5.4 Obligations Upon Termination; Survival of Relevant Provisions. Neither the expiration
nor termination of these Terms, nor your suspension or cancellation of any Offer shall in
any way affect the rights of any holder of a valid voucher, R4U Offers’s obligation to pay you
for validly redeemed vouchers, or modify or eliminate your obligation to redeem any valid
voucher pursuant to its terms. All Terms and any sections of these Terms that are logically
intended and required to survive expiration or termination of these Terms to achieve their
intent, shall survive without limitation.
Section 6: REPRESENTATIONS AND WARRANTIES
6.1 By Both Parties. Each Party represents and warrants to the other that: (a) it has
the power and authority to enter into the Agreement and perform its obligations under these
Terms; (b) it is an entity duly organized, validly existing and in good standing under the
Laws of its jurisdiction of incorporation or formation; and it is duly qualified to do business
and is in good standing in each jurisdiction where the conduct of its business, provision of
its goods and/or services, or the ownership of its property requires such qualification; (c)
these Terms reflect its legal, valid and binding obligation, enforceable against it; and (d) it
shall comply with all Laws applicable to its obligations under the Agreement.
6.2 By you. You represent and warrant to R4U Offers that: (a) you and any Third
Party Merchant(s), as applicable, (i) are registered for the collection of sales, use and other
similar taxes in all states and localities in which goods and/or services will be made available
pursuant to the terms and presentation of the voucher; and (ii) will collect and remit any
and all applicable state or local sales, use, hotel occupancy, and other similar taxes that
may apply to the redemption of the vouchers or the supplying of goods or services; (b)
your Content, your representations about your business, and your redemption process for
vouchers, do not and will not infringe, misappropriate, or otherwise violate any intellectual
property right or right of privacy or publicity of any third party; (c) you hold all necessary
Regulatory Documents and Authorization Documents, if any, required to make any Offer and
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9. provide the goods or services described therein; (d) you will provide the goods and services
made available through any Offer in a manner consistent with industry best practices; and
(e) you have all rights necessary to grant the licenses set forth in these Terms.
6.3 NO FURTHER REPRESENTATIONS. EXCEPT AS EXPRESSLY SET FORTH IN
THESE TERMS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
R4U OFFERS DOES NOT WARRANT OR GUARANTEE THAT (A) ANY OFFER OR THE R4U
OFFERS WILL BE ERROR-FREE; (B) ANY ERRORS, OMISSIONS OR MISPLACEMENTS
WILL BE CORRECTED, OR (C) THE OFFER WILL RESULT IN ANY REVENUE OR PROFIT
FOR YOU. R4U OFFERS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, REGARDING THE GROUON SITE OR ANY OTHER PROMOTION, DISTRIBUTION
OR REDEMPTION METHOD USED OR PROVIDED BY R4U OFFERS (INCLUDING WITH
RESPECT TO ITS UNINTERRUPTED OR ERROR-FREE OPERATION) AND/OR THE ACCURACY,
ADEQUACY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR
OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR
PRESENTED THEREIN. THE R4U OFFERS SITE AND OTHER PROMOTION, DISTRIBUTION OR
REDEMPTION METHODS USED OR PROVIDED BY voucher AND ALL RELATED INFORMATION
AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND
ON AN “AS AVAILABLE” BASIS.
Section 7: INDEMNIFICATION
7.1 By you. You, at your sole cost and expense, shall defend, indemnify and hold
R4U Offers, its affiliated and related entities, and any of their respective officers, directors,
agents and employees, harmless from and against any third party claims, lawsuits, actions,
proceedings or investigations (collectively, “Claims”) from and against any fees, costs,
sanctions, penalties, damages, losses or expenses (including but not limited to attorney’s
fees and costs) (collectively, “Losses”) arising out of or relating to any of the following:
(a) your or any Third Party Merchant’s (i) fraud, willful misconduct, or gross negligence
or (ii) breach or alleged breach of these Terms; (b) any claim for state sales, use, hotel
occupancy, or any other similar tax obligations (including any penalties, interest or other
additions to tax) arising from the sale and subsequent redemption of a voucher; (c) to
the extent applicable, any claim by any local, state or federal governmental entity for any
unclaimed property regarding vouchers, including but not limited to, any claims for penalties
and interest; (d) the goods and/or services provided by you, including but not limited to, any
claims for false advertising, injuries, illnesses, damages, or death; (e) any Offer, including
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10. your provision of incomplete or inaccurate or information applicable to such Offer; or (f)
your Content; and (g) any infringement, misappropriation, or other violation, of any patent,
trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you,
your Content, or the use thereof.
7.2 By R4U Offers. R4U Offers, at its sole cost and expense, shall defend, indemnify
and hold harmless you and your officers, directors, agents and employees, from and against
any and all Claims brought against any of you arising out of or in connection with (a) R4U
Offers’s material breach of these Terms or (b) any infringement, misappropriation or other
violation of any trademark or copyright of any third party by R4U Offers (excluding R4U
Offers’s use of materials provided or authorized for R4U Offers’s use by, you.)
7.3 Indemnification Process. The Party seeking indemnification under this Section 7
shall promptly notify the other Party in writing of any Claim for which it seeks indemnification;
provided that such indemnified Party’s failure to timely provide such notice shall not relieve
the indemnifying Party of its indemnification obligations unless it can demonstrate actual
prejudice as a result of such failure. In the event R4U Offers is the indemnifying Party, R4U
Offers shall have the right to, upon written notice to you, elect to assume control of the
defense and settlement of any such Claim, and you will have the right to participate and be
represented in the defense of such Claim by your own counsel and at your own expense.
You shall not settle any Claim for which you are to be indemnified hereunder without R4U
Offers’s prior written consent, which consent shall not be unreasonably withheld or delayed.
Section 8: COMPLIANCE WITH LAW AND AUTHORIZATIONS
8.1 General. You will ensure that the terms of any Offer, any Fine Print, and your
activities under the Agreement, including your redemption of the vouchers, comply with
any and all state, federal and local laws, rules regulations, and orders, including the Credit
Card Accountability, Responsibility, and Disclosure Act of 2009 and all laws that govern
false, unfair and deceptive practices, vouchers, gift cards, coupons, and/or gift certificates
(collectively “Laws”). You understand and agree further that your compliance with Laws
is a basic requirement, and that you must also comply with all of R4U Offers’s Program
requirements and product -specific policies applicable to vouchers (“Rules”), which Rules
may require you to do more than the Laws alone might mandate.
8.2 Health and Safety. You represent and warrant that all good or services provided
in connection with any Offer are safe and comply with all applicable Laws regarding health
and safety, fire, and hygiene standards (collectively, “Health Laws”). At R4U Offers’s request,
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11. you will promptly provide copies of any applicable facility operating license(s), or similar
credentials or documents evidencing your and your facility(ies) compliance with the Health
Laws. You shall ensure that your facilities and operations remain in compliance with all
applicable Health Laws during the term of these Terms. R4U Offers reserves the right to
immediately terminate its relationship with you, and to refuse to promote your Offer, if it
believes you do not fully comply with any or all applicable Health Laws.
8.3 Authorization Documents. You hereby represent and warrant that you have all
rights and permissions necessary to provide or use any goods, services, or brands that
you do not independently own as part of any Offer and to grant the rights to your Content
granted under these Terms. Prior to making any Offer or submitting the DR, you shall provide
R4U Offers with letters of authorization or other documentation evidencing such rights
and permissions (“Authorization Documents”). Unless otherwise retained by R4U Offers,
Authorization Documents should be attached to and available in, your Merchant Account.
Even if R4U Offers has accepted a particular DR for your Offer, R4U Offers shall have no
obligation to promote any Offer until it has received Authorization Documents it reasonably
considers it to be satisfactory. You shall immediately notify R4U Offers if, at any time during
the term of the Agreement, you no longer have the same rights and permissions evidenced
in the Authorization Documents.
8.4 Regulatory Documents. You hereby represent and warrant that you have all
obtained all governmental licenses, approvals, and authorizations necessary to provide the
goods or services included as part of such Offer. You shall provide R4U Offers with copies
of licenses, proof of authorization or other appropriate documentation evidencing such
regulatory permissions (“Regulatory Documents”), and such Regulatory Documents shall be
attached to and available in, your Merchant Account. Even if R4U Offers has accepted the DR
for your Offer, R4U Offers shall have no obligation to promote your Offer until it has received
Regulatory Documents it reasonably considers to be satisfactory. You shall immediately
notify R4U Offers if, at any time during the term of the Agreement, you no longer have the
same rights and permissions evidenced in the Regulatory Documents.
Section 9: CONFIDENTIALITY
9.1 Confidential Information. Each Party agrees that (i) the terms set forth in your
Merchant Account are confidential, (ii) any information designated by the other Party as
“confidential,” and (iii) any other information that the recipient should reasonably expect to be
confidential under the circumstances shall be collectively deemed “Confidential Information.”
Confidential Information does not include information that (a) was, or becomes, publicly
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12. known through no action of the receiving Party; (b) is already in the legitimate possession
of the receiving Party prior to its disclosure; (c) is obtained by the receiving Party without a
breach of any third party’s obligations or violation of Laws; or (d) is independently developed
by the receiving Party.
9.2 Obligation. Each Party shall take reasonable precautions to protect all Confidential
Information, and will only disclose Confidential Information to its employees on a need-to-
know basis. You may also disclose Confidential Information to your Third Party Merchants if
they have signed a confidentiality agreement that requires them to protect the Confidential
Information in at least the same manner specified in these Terms. If a Party is required by
Law to disclose the other Party’s Confidential Information, it shall promptly notify the other
Party and shall cooperate with the other Party to obtain a protective order or to otherwise
limit the disclosure of the Confidential Information.
9.3 Irreparable Harm. Each Party agrees that, in the event of an actual, alleged or
threatened breach of its confidentiality obligations established by these Terms, the other
Party is likely to suffer immediate and irreparable harm, and may seek a temporary restraining
order, injunction or other form of equitable relief without the posting of any bond or other
security.
Section 10: INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA
10.1 R4U Offers IP. You acknowledge that R4U Offers owns all right, title, and interest,
including all intellectual property rights, in the R4U Offers Site, trade name, logos, trademarks,
and service marks, and any content, data, software, technology, tools, or business methods
used by R4U Offers to develop, promote, market, sell, generate, or distribute Offers and
vouchers and otherwise perform under these Terms (collectively the “R4U Offers IP”).
With respect to any Offer, you may use R4U Offers’s name, trademarks, and logos solely
to publicize to your customers and potential customers the fact that you are featuring
that Offer through a particular Program. This limited right to use R4U Offers’s branding is
applicable only during the period from the start of the Sales Period through the Promotional
Value Expiration. Notwithstanding the above, you shall not use or display the R4U Offers IP
in any manner that states or implies that R4U Offers has endorsed or approved the Offer or
your products or services. Any use of R4U Offers IP shall comply with any R4U Offers usage
guidelines posted on the R4U Offers Site or provided to you from time to time. All goodwill
and improved reputation in respect of and associated with the R4U Offers IP shall inure
to the sole benefit of R4U Offers. Except as expressly set forth in these Terms, you have
no right, license, title or interest in or to any R4U Offers IP, and shall not use, distribute,
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13. transfer, copy, download, display, modify, perform or create derivative works of the R4U
Offers IP without the express written consent of R4U Offers. You shall not translate, reverse
engineer, decompile or disassemble the R4U Offers IP. R4U Offers has the right to revoke the
rights sets forth in this Section upon written notice to you reserves all rights not specifically
granted.
10.2 Customer Data. You acknowledge that R4U Offers owns all data collected by,
or on behalf of, R4U Offers pursuant to these Terms, including all information and data of
individuals who may or do purchase vouchers (”Customer Data”). Subject to applicable Laws
and in accordance with R4U Offers’s policies and procedures, R4U Offers shall not provide
you with access to Customer Data, except: (i) to the extent such specific data is necessary
for you to redeem and/or verify the validity of the vouchers, and, (ii) to the extent that
any potential purchaser is made aware by statements in the Fine Print, that providing or
sharing certain information is required to redeem the voucher, if such sharing would not be
implicit in the type of good or service being offered. Except to the extent required by Laws
or otherwise authorized in writing by R4U Offers, you may not use Customer Data for any
purpose other than to redeem the vouchers and service the Offer. You shall, and shall ensure
that any Third Party Merchants you may work with, take commercially reasonable efforts to
protect the security of Customer Data and comply with all Laws (and R4U Offers’s policies
and procedures) relating to the processing of any Customer Data. If you become aware
of, or suspect, any unauthorized access to or use of Customer Data, you shall immediately
notify R4U Offers, and shall cooperate with R4U Offers in the investigation of such breach
and the mitigation of any damages. You shall bear all resulting costs and expenses incurred
by R4U Offers to comply with applicable Laws (including without limitation any data breach
Laws). Upon termination or expiration of this Agreement, you shall, as directed by R4U
Offers, destroy or return to R4U Offers all the Customer Data in your or your Third Party
Merchants possession.
Section 11: LIMITATIONS OF LIABILITY; INSURANCE
11.1 LIMITATION OF R4U OFFERS’S LIABILITY. R4U OFFERS’S SOLE AND COMPLETE
LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO YOU BY R4U
Offerss PURSUANT TO THESE TERMS PRIOR TO THE DATE THE CLAIM AROSE PER OFFER.
IN NO EVENT SHALL R4U OFFERS BE LIABLE TO YOU, ANY THIRD PARTY MERCHANT OR
ANY OTHER THIRD PARTY FOR ANY CLAIMS RELATING TO THE USE OF YOUR GOODS AND
SERVICES, INCLUDING BUT NO LIMITED TO CLAIMS RELATING TO FALSE ADVERTISING,
INJURIES, ILLNESSES, DAMAGES, OR DEATH. ANY CLAIM ARISING OUT OF OR RELATING
TO ANY VOUCHER OFFERED UNDER THE APPLICABLE DR MUST BE MADE WITHIN ONE (1)
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14. YEAR OF FIRST PUBLICATION OF THE VOUCHER AND ALL CLAIMS NOT SO MADE SHALL
BE DEEMED WAIVED BY YOU.
11.2 NO CONSEQUENTIAL DAMAGES. EXCEPT FOR (A) INDEMNIFICATION
OBLIGATIONS HEREUNDER OR (B) EITHER PARTY’S (OR WITH RESPECT TO YOU, YOUR
THIRD PARTY MERCHANT’S) (I) VIOLATION OF SECTION 8 (COMPLIANCE WITH LAW AND
AUTHORIZATIONS), SECTION 9 (CONFIDENTIALITY), OR SECTION 10 (INTELLECTUAL
PROPERTY RIGHTS; CUSTOMER DATA) OR (II) FRAUD, WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE
OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL,
EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE,
STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY
OF ANY SUCH DAMAGES IN ADVANCE.
11.3 Insurance. You represent and warrant that you have, and shall maintain at your
expense and at all times during the term of these Terms, all types of liability insurance
policies, with coverage in amounts that are customary for merchants and/or service providers
in your region, consistent with best industry practices, and sufficient to fully comply with
applicable Law and fulfill your obligations under these Terms. Upon R4U Offers’s request,
you shall provide proof of your maintenance of such policies and provide assurances that
indicate that R4U Offers will be covered by your insurance policies in the event of a claim
arising under or in relation to, these Terms or any Offer.
Section 12: Binding Arbitration
12.1 Binding Arbitration. The Parties hereby agree that (a) these Terms and all disputes,
controversies, or claims arising out of or relating to these Terms, the Offer, or the DR shall
be resolved exclusively by final and binding arbitration at Malta court and conducted before
a single arbitrator pursuant to the applicable Rules and Procedures established by Maltese
Laws.
Section 13: MISCELLANEOUS
13.1 Electronic Communications and Notices. You acknowledge that communications
between the Parties often use electronic means. For contractual purposes, you hereby (a)
consent to receive communications from R4U Offers in an electronic form and (b) agree
that all terms and conditions, agreements, notices, disclosures, and other communications
that R4U Offers provides to you electronically satisfy any legal requirement that such
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15. communications would satisfy if it were be in writing. The foregoing does not affect your
statutory rights. Any notice required or permitted hereunder shall be provided in writing,
and shall be deemed delivered when (a) delivered by electronic mail to the then-current
e-mail address in your Merchant Account, or (b) regardless of whether or not actually
received, when deposited in (i) the Maltese mail, postage prepaid, certified mail, return
receipt requested, or (ii) a regional or national overnight courier service, addressed to the
applicable Party at the address set forth in your case, in your Merchant Account, and in R4U
Offers’s case, to R4U Offers, Inc., Killarney, Flat 10, Oscar Zammit, Msida, Malta, MSD1281,
with a copy to the attention of the Legal Department.
13.2 Force Majeure. Neither Party shall be liable for any default or delay in the
performance of its obligations under these Terms due to acts of God, terrorism, natural
disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event
is beyond the reasonable control of such Party and only for the duration of such event.
13.3 Relationship of the Parties. The Parties are independent contractors. Nothing in
these Terms shall be deemed or construed by the Parties hereto, nor by any third party,
as creating a joint venture, partnership, franchise, or an agency relationship between the
Parties. Neither Party has the authority, without the other Party’s prior written approval, to
bind or commit the other Party in any way. R4U Offers is not a vendor or co-vendor of your
goods and services.
13.4 Agreement. These Terms constitute the entire understanding between the Parties
relating to any Program Offer and your obligations in making such Offer, and supersedes
all prior or contemporaneous oral or written agreements concerning such subject matter.
No part of these Terms may be amended or modified except by mutual written agreement
of the Parties. In the event of a conflict between these Terms and the terms of your Offer,
these Terms shall govern.
13.5 Interpretation. The section headings of these Terms are for purposes of reference
only and shall not in any way limit or affect the meaning or interpretation of any of the terms
hereof. References to a section include references to all subsections of that section.
13.6 Invalidity of a Provision. If any provision of these Terms should be held to be
invalid or unenforceable the validity and enforceability of the remaining provisions of these
Terms shall not be affected and the Parties shall negotiate an equitable adjustment in the
provisions in order to affect, to the maximum extent permitted by Law, the purpose of these
Terms.
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16. 13.7 Waivers. One or more waivers of any covenant, term or condition of these Terms
by either Party shall not be construed as a waiver of a subsequent breach of the same
covenant, term or condition.
13.8 Assignment. You may not assign or transfer any of your rights, or delegate any
of your obligations, under these Terms without R4U Offers’s prior written consent, and any
attempt to do so shall be void and unenforceable.
13.9 Successors and Assigns; No Third Party Beneficiaries. These Terms shall be binding
upon and inure to the benefit of, the Parties and their respective permitted successors and
assigns. There are no third party beneficiaries to these Terms, except as expressly set forth
herein or in a particular DR.
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