Merchant will pay RewardMore in accordance with the payment terms set forth on the Merchant Agreement. Merchant shall pay all amounts owed, in U.S. Dollars, and is considered delinquent if a payment is not received within thirty (30) days following the receipt of an invoice for such payments. Merchant agrees to pay the costs and expenses incurred by RewardMore or on behalf of RewardMore in connection with the collection of any unpaid charges and fees. Merchant agrees to cover any additional bank charges associated with all RewardMore payments and fees. RewardMore is therefore not obligated to pay any item presented for payment if Merchant’s account does not contain sufficient collected funds. Merchant will be responsible for all taxes in connection with this Agreement (excluding taxes based on RewardMore’ net income). Billing will commence on the Launch Date as specified in the Payment Terms. Subject to the terms of this Agreement, RewardMore may in its sole discretion provide Merchant with certain equipment (including, without limitation, tablets, scanners, cards, MiFi devices, and/or other devices; collectively, the “Equipment”) for Merchant to use only to the extent necessary for Merchant to use the RewardMore Platform as provided in this Agreement. Merchant may not use the Equipment for any other purpose or in any manner not expressly authorized by RewardMore. Any and all use of the Equipment is subject to Merchant’s compliance with the terms and conditions contained in the Merchant Tablet Addendum (the “Addendum”) attached hereto (as applicable). Upon termination of this Agreement, the Merchant acknowledges and agrees that all RewardMore Equipment will be returned to RewardMore. All Equipment must be returned in full functioning order apart from normal wear and tear within (30) days of Agreement termination. In the event that the Merchant fails to return all RewardMore equipment, the Merchant hereby authorizes RewardMore to charge $200 for lost, stolen, or damaged Equipment, and an additional penalty of $150 for each unreturned tablet (if applicable).
2. REWARDMORE SOFTWARE, HARDWARE AND RESTRICTIONS ON USE
Subject to the terms and conditions of this Agreement, RewardMore hereby grants to Merchant a non-exclusive, non-assignable, non-transferable, nonsublicensable, limited right and license to use the RewardMore software and services in accordance with the documentation provided to Merchant by RewardMore only for Merchant’s internal business use. Merchant agrees that (i) it will not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the RewardMore services or any related software, (ii) it will not sell, lease, license or otherwise provide the RewardMore services or any related software or hardware to any third party, (iii) it will only use the RewardMore services and any related software and hardware in order to interface with the RewardMore Platform as contemplated by this Agreement.
3. MERCHANT INFORMATION AND REWARDS PROGRAM.
Merchant grants to RewardMore a non-exclusive, worldwide license and right to display, reproduce and use Merchant’s trademarks and logos (collectively, “Merchant Marks”) and business description solely in connection with the operation of the RewardMore Platform. Merchant represents, warrants and covenants that it will honor any rewards programs offered by Merchant through the RewardMore Platform (“Merchant Rewards Program”), even after any expiration or termination of this Agreement, without any expiration to the effectiveness of such Merchant Rewards Program. If the RewardMore Platform is installed on Merchant’s point-of-sale machine(s), Merchant grants RewardMore the right to collect and use computer activity and transaction data (which may include, without limitation, receipt data and operating system data) (the “POS Data”) on such machine(s) in order to improve the RewardMore services and software features. Merchant represents and warrants that it has the rights to grant the foregoing rights and that it has obtained all consents and rights necessary for RewardMore to collect and use POS Data. Merchant further represents, warrants and covenants that the Merchant Rewards Programs and Merchant’s use of the RewardMore Platform and services will comply with all applicable laws and regulations. Merchant agrees to receive periodic SMS promotions from RewardMore during use of the service. Merchant can opt out at any time by replying “STOP” to a campaign. Standard data and message rates may apply. Promptly after any expiration or termination of this Agreement, RewardMore will provide Merchant with any relevant information in RewardMore’ possession regarding the then-current status of the Customers in relation to the Merchant Rewards Program. Merchant will indemnify, defend and hold RewardMore harmless from all claims, actions, liabilities, losses, expenses, damages and costs (including without limitation, reasonable attorneys’ fees) that may be incurred in connection with claims relating to the Merchant Rewards Program or Merchant’s breach of any term or condition of this Agreement.
THE REWARDMORE PLATFORM AND PROGRAM AND ALL PRODUCTS, SERVICES, CONTENT AND ITEMS PROVIDED BY REWARDMORE HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE EQUIPMENT (AS APPLICABLE)) ARE PROVIDED “AS IS” AND REWARDMORE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF UNINTERRUPTED USE AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
6. LIMITATION OF LIABILITY.
To the fullest extent allowed by applicable law, and regardless of the form of action (e.g., whether in contract, tort, negligence, or otherwise) neither RewardMore nor any of its licensors or suppliers shall be liable to Merchant or to any other party in connection with any subject matter of this Agreement for (a) any special, incidental, exemplary, consequential or indirect damages of any kind (including, without limitation, damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction), or (b) any amounts in the aggregate that exceed the fees paid by Merchant to RewardMore hereunder in the twelve (12) month period preceding the applicable claim, in each case, whether or not RewardMore (or its licensor or supplier, as applicable) has been advised of the possibility of such damages.
7. REMOTE ACCESS.
Merchant acknowledges and agrees that with the installation of the RewardMore software, remote access software will also be installed for the express purpose of maintenance and remote technical support for the RewardMore program.
8. GENERAL PROVISIONS.
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