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60 Lake Street
Burlington, VT, 05401
United States

802-265-1094

Merchant Deal Terms & Conditions

 

Merchant Deal Terms & Conditions

Last Updated November 9, 2017

 
 

Voucher Information.  

Localvore shall promote the Voucher per Voucher Terms Section Below

Merchant is the seller of the goods and services described in Voucher. The Voucher itself will be sent to the purchaser electronically. The purchaser will then redeem the Voucher from the Merchant.

Merchant is making the Merchant Offering available pursuant to the Voucher Terms below.

Delivery of deals: Localvore may offer the Merchant’s Voucher up to the maximum quantity listed above in a variety of formats: through its main platform, through its various side featured deals, through its marketplace, or through its affiliate network. All of these formats may be offered to part of or all of Localvore’s subscriber base, or the communities associated with Localvore’s affiliates. Merchant will be notified prior to any new delivery of deal for final approval.

Targeting features, including geo-targeting or interest targeting might be available to your subscription level but is not guaranteed to target with pinpoint accuracy. Any offer made should be thought of as being made to the general public.

Voucher Terms

Each Voucher shall not be subject to restrictions other than as provided herein. Each Voucher will expire on the Voucher Expiration Date. However, after the Voucher Expiration Date, Merchant shall, for the amount of time required by applicable law:

(1) continue to allow unredeemed Vouchers to be redeemed for the product or service specified on the Voucher or

(2) allow the Voucher to be redeemed to purchase goods or services from Merchant for up to the amount the purchaser paid for the Voucher. Merchant is aware and acknowledges that Vermont or other applicable law may require Merchant to redeem Vouchers beyond their stated expiration dates, and Merchant agrees to do so (to the extent Vermont or other applicable law requires).

Partial redemptions: If a customer redeems a Voucher for less than its face value, the Merchant will be responsible for issuing a credit or cash equal to the difference between the face value and the amount redeemed if required by Vermont or other applicable law.

Merchant will comply with the special instructions.

Voucher Sale. Merchant authorizes Localvore to offer, sell and distribute Vouchers, in accordance with this Agreement and subject to the “Terms of Sale” located at www.localvoretoday.co and localvore.co and the restrictions set forth in this Agreement. Merchant acknowledges that Localvore may terminate the publication or promotion of the Voucher at any time.

Voucher Publication and Delivery. Vouchers shall be published on the Localvoretoday.com website in accordance with Section 1.1. Localvore will offer the Vouchers for sale on dates in its discretion and with approval from the merchant. If there are a maximum number of vouchers designated, Localvore will use reasonable efforts to cease publishing the voucher once it has received offers to buy that number of vouchers equal to the maximum number of vouchers. The last date on which Localvore publishes the voucher for sale to its users shall be considered the “run date.” The voucher shall be activated, which means capable of being used for purchases with the Merchant in accordance with the terms of the Voucher. Localvore will electronically deliver the Voucher to the purchaser. Once a Voucher is activated and delivered to the purchaser, Merchant shall be solely responsible for all customer service in connection with the Voucher and for supplying all goods and services specified in the Voucher. Localvore further reserves the continuing right, but shall not be obligated, to reject, revise, or discontinue publishing any Voucher and to require Merchant to edit or modify the same for any reason, including, without limitation, to conform the Voucher to Localvore specifications or Vermont or other applicable law.

Payment

Localvore will pay Merchant 90% of the remittance amount for each Voucher 10 to 15 business days after the purchase period ends. Localvore will retain 10% to manage refunds during the promotional period, and send Merchant what remains (less refunds and excluding 3% for credit card transaction fees plus $0.30 per unit sold) 10 to 15 business days after the promotional period ends. It is always expected that the Merchant:

(1) continue to allow unredeemed Vouchers to be redeemed for the product or service specified on the Voucher (PAID VALUE) or

(2) allow the Voucher to be redeemed to purchase goods or services from Merchant for up to the amount the purchaser paid for the Voucher. Merchant is aware and acknowledges that Vermont or other applicable law may require Merchant to redeem Vouchers beyond their stated expiration dates, and Merchant agrees to do so (to the extent Vermont or other applicable law requires).

Merchant agrees and acknowledges that in the event Merchant is either unwilling or unable to perform its obligations under this Agreement Merchant shall reimburse Localvore and/or its customers any and all funds for any and all unredeemed Vouchers. Amounts reasonably retained by Localvore are compensation for the service of advertising and selling the Vouchers and selling the Vouchers for Merchant.

Deposit. The Parties agree to the payment schedule described in Section 1.4. In the event of a bankruptcy proceeding or other liquidation of Merchant for Localvore and Localvore shall have uncontested title and ownership on all such funds.

Taxes. It is Merchant’s responsibility to determine what, if any, taxes apply to the payments Merchant makes or receives, and it is Merchant’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. Localvore is not responsible for determining whether taxes apply to Merchant’s transaction, or for collecting, reporting or remitting any taxes arising from any transaction with or by Merchant. Merchant acknowledges that Localvore will report to the Internal Revenue Service the total amount of the payments Merchant receives each calendar year if Merchant: (i) receives more than twenty-thousand (20,000) dollars, and (ii) receives more than two-hundred (200) payments, in that calendar year. Further, notwithstanding anything else in this agreement if required by Vermont or other applicable law, Merchant is registered for sales and use tax collection purposes, and shall be responsible for paying and agrees to pay any and all sales taxes, use taxes or any other taxes related to the goods and/or services compromising the Merchant Offering.

License. Merchant grants to Localvore a non-exclusive worldwide license and right to use, reproduce, license, display, distribute and transmit the Merchant’s name, logo, and any trademarks (“Merchant Marks”) and any photographs, graphics, artwork, text, and other content provided or specified by Merchant (“Content”) in connection with the marketing, promotion, sale or distribution of Vouchers, in any and all media or formats in which such Vouchers are marketed, promoted, transmitted, sold, or distributed, including but not limited too, on the Localvore Website.

Term and Termination

This Agreement shall for one (1) year following the Effective Date. Localvore may terminate this Agreement at any time for any reason by giving the Merchant written notice of such termination. The expiration of the term shall not in any way affect the purchaser’s usage of the Voucher, or Merchant’s obligation for redemption of the Voucher. Sections 3, 4, 5, 6 and any claims for payments due to Localvore, including but not limited to section 1.5 hereunder shall survive any expiration or termination of this Agreement.

Merchant Representations and Warranties, and Indemnification

Merchant represents and warrants throughout the Term that: (a) Merchant has the right, power and authority to enter into this Agreement; (b) Merchant is registered for sales and use tax collection purposes in all states which Merchant’s goods and services will be provided pursuant to the terms and presentation of the Voucher; (c) the Voucher, upon being Activated and delivered by Localvore shall be available immediately for redemption by the purchaser; (d) the terms and conditions of the Voucher, including any discounts or goods and services offered hereunder, comply with all, and do not and will not violate any, local, state, or federal law, statute, rule, regulation , or order (“Laws”), including but not limited to any law and/or regulation governing the use, sale, and/or distribution of alcohol, any Laws governing vouchers, gift cards, coupons, and/or gift certificates, including, but not limited to, 8 V.S.A. Section 2701, et. Seq; (e) Merchant owns all right, title and interest in the Marks and Content and has the right to grant licenses in the Marks and Content stated in this Agreement; (f) the Vouchers and any advertising or promotion of Merchant’s products and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable Laws; and (g) the Marks and the Content do not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party or any Laws.

Merchant agrees to defend, indemnify and hold Localvore, its affiliated and related entities, and any of their officers, directors, agents, and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including, but not limited to, attorney’s fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Merchant of this Agreement or the representations and warranties stated in Section 3.1; (b) any claim for state sales or use tax obligations (“Taxes”) arising from the sale and subsequent redemption of a Voucher; (c) any claim by any local, state or federal governmental entity for unredeemed Vouchers or unredeemed cash values of Vouchers or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest (“Abandoned Property Claims”); (d) any claim arising out of a violation of law and/or regulation governing the use, sale, and/or distribution of alcohol; or (e) any claim arising out of or relating to the products and services provided by the Merchant, including but not limited to, any claims, for false advertising, product defects, personal injury, death, or property damages. Without limiting the foregoing, Merchant shall pay any monies owed to any party, as well as all attorney’s fees, related to any action against, or determinations against, Localvore related to any action to pursue Localvore for Taxes or Abandoned Property Claims.

Compliance with Gift Card, Gift Certificate and Abandoned Property Laws

Merchants further agrees to comply with the Voucher terms and conditions as set forth on the Website, and to ensure that the Vouchers comply with any and all Laws that govern vouchers, gift cards, coupons, and/or gift certificates, including but not limited to, the Credit Card Act of 2009 and any state or local Laws governing the imposition of expiration dates, service charges, dormancy fees or terms and conditions of the Voucher, including but not limited to 8 V.S.A. Section 2701, et. Seq. Merchant shall allow the purchaser to redeem the Voucher with Merchant for the amount paid by purchaser for the Voucher (i.e. cash or redemption value of the Voucher) for the applicable term specified under applicable state or federal laws and shall allow the cash redemption of the Vouchers as required by applicable state or federal laws.

Confidentiality and Intellectual Property Rights

The terms of this Agreement are confidential, and Merchant agrees to not disclose the terms described herein to any party (other than its employees, parent companies, and shareholders on a need-to-know basis only after each has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such individuals). The terms contained herein are confidential between Localvore and Merchant and not known to the general public outside of this Agreement, thus any breach of this confidentiality provision by Merchant shall be considered a material breach of this Agreement and will result in irreparable and continuing damage to Localvore for which there will be no adequate remedy at law; and in the event of such breach, Localvore will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).

Merchant agrees and acknowledges that Localvore owns all right, title, and interest in the Localvore Website, Localvore trademarks, and any software, technology or tools used by Localvore to promote, market, sell, generate, or distribute the Vouchers (collectively the “Localvore IP”). Merchant shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the Localvore IP or any portion thereof, or use such Localvore IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. Merchant shall not prepare any derivative work based on the Localvore IP. Merchant shall not translate, reverse engineer, decompile or disassemble the Localvore IP.

Limitation of Liability.

EXCEPT FOR INDEMNIFICATION OBLIGATIONS

HERUNDER, 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. LOCAVORE’S SOLE AND COMPLETE LIABILITY TO MERCHANT FOR ANY CLAIMS ARISING OUT OF RELATING TO THIS AGREEMENT OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF THE VOUCHERS SHALL BE LIMITED TO THE AMOUNT OF OPPORTUNITY FEES PAID HEREUNDER. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

Any claim of Merchant’s arising out of or relating to any error or omission in a Voucher must be made within one (1) year of first publication of the Voucher. Otherwise, the claim shall be deemed waived by Merchant.

Other. The Parties are independent contractors. Nothing in this Agreement shall be construed to create 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.

This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This agreement may be amended or modified only by mutual agreement of authorized representatives of the Parties in writing.

Merchant may not assign or transfer its rights or obligations under this Agreement, whether by operation of law or otherwise, without Localvore’s prior written consent.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LOCALVORE DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE OFFERED ON OR THROUGH THE WEBSITE SHALL BE UNINTERRUPTED OR ERROR-FREE, THAT THE VOUCHERS WILL BE ERROR-FREE OR THAT ANY ERRORS, OMISSIONS OR MISPLACEMENTS IN THE VOUCHER WILL BE CORRECTED, OR THAT VOUCHERS WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT.

This agreement shall be governed by the laws of the State of Vermont, without giving effect to any principles that may provide for the application of the laws of another jurisdiction. Any disputes, controversies, or claims in connection with or arising out of this Agreement, its negotiation, breach, existence, validity or termination, shall be resolved by binding arbitration in accordance with the Vermont Arbitration Act, Title 12 Vermont Statutes Annotated, Chapter 192. Such arbitration shall be before one disinterested arbitrator if one can be agreed upon by the parties in writing within twenty-one (21) days following written notice by either party in written notice by either party to the other of the dispute for which it requests arbitration. If one disinterested arbitrator cannot be agreed upon, the arbitration shall proceed before three (3) disinterested arbitrators, one named by Localvore, one named by Merchant, and one by the two thus chosen. The parties shall designate their respective arbitrator within thirty(30) days after notice of the requested arbitration.

ACKNOWLEDGMENT OF ARBITRATION

The undersigned acknowledge their respective understanding that this Declaration contains an agreement to arbitrate. After executing this instrument, the undersigned understand that they will not be able to bring a lawsuit concerning any dispute that may arise, which is covered by said arbitration agreement, unless it involves a question of constitutional or civil rights. Instead, the undersigned agree to submit any such dispute to an impartial panel of arbitrators.

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