Introduction

Current Merchant agreement governs the relationship between REWARDS LABS and the Merchants using REWARDS LABS Platform and/or REWARDS LABS Services.] This Agreement constitutes a legal contractual relationship between you and REWARDS LABS governing your use of the REWARDS LABS Platform, REWARDS LABS Websites, REWARDS LABS services, analytics and all other associated features of the REWARDS LABS Products. Please read this Agreement carefully. To use the REWARDS LABS Products, you must accept all of the terms of this Agreement. These terms may be altered from time to time as the REWARDS LABS service expands and it is the Merchant’s responsibility to ensure that they are always up to date and to re-read this document from time to time. By continuing to use the REWARDS LABS Products you agree to comply with and be subject to the terms of this Agreement.

Your privacy is of paramount importance to REWARDS LABS. Upon acceptance of this Agreement, you confirm that you have read, understood and accepted REWARDS LABS’s Privacy Policy. We do not share any business specific information with any parties whatsoever.

Definitions

Unless the context otherwise clearly indicates, words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and the feminine.

REWARDS LABS – ‘REWARDS LABS’ LLP, a company duly registered and operating under the Bulgarian legislation, registered with the Commercial register to the Bulgarian Registry agency under UIC 202584488, with registered address: Republic of Bulgaria, city of Sofia, #76 A James Bourchier Blvd., represented by the Executive Director-Kristian Mateev Krastev, hereinafter referred to as ‘REWARDS LABS’.

REWARDS LABS Merchant – any natural person of at least 18 years of age or legal entity, exercising commercial activity, meeting the requirements of REWARDS LABS under this Agreement, with access to REWARDS LABS and/or using REWARDS LABS Products. By using REWARDS LABS Products [and by agreeing to these terms and conditions] you warrant and represent that you are at least [18] years of age.

REWARDS LABS Platform – REWARDS LABS provides merchants access to a customizable loyalty platform and customer communication module accessible via REWARDS LABS Apps on Clover terminal and/or via web browser.

REWARDS LABS Services – REWARDS LABS provides additional services free or with a charge related to operating the REWARDS LABS platform by REWARDS LABS merchants, for example, but not limited to Loyalty Program Consulting, SMS communication packages etc.

REWARDS LABS Websites – accessible on rewardslabs.com

REWARDS LABS Apps – apps that can be downloaded from Clover App market, providing access to a customizable loyalty platform.

REWARDS LABS Products – means any and all of the REWARDS LABS Platform, REWARDS LABS Services, REWARDS LABS Apps, etc.

 

CONFIDENTIAL INFORMATION – shall include any and all confidential and/or proprietary information, technology and know-how, commercial and business information, monthly reports with collected purchase information, related to either Party and/or its affiliates, as well as negotiations and discussions pertaining thereto is disclosed in whatever form by one party to the other, including but not limited to any and all research, products, services, developments, inventions, processes, algorithms, specifications, prototypes, modules, designs, equipment, demos, analyses, computer programs, records, reports, data, methods, techniques, notes, drawings, marketing and clients’ information, financial information, pricing materials and any other data or information.

Merchant Agreement/Agreement – means this agreement and all of its modifications and amendments.

BLOG – This blog is owned and maintained by the Company “Rewards Labs” LLP or it’s representatives. The content on this blog is offered only as a public service to the web community and does not constitute solicitation or provision of legal advice.  This blog and the articles contained therein should not be used as a substitute for obtaining legal advice from an attorney licensed or authorized to practice in your jurisdiction. You should always consult a suitably qualified attorney regarding any specific legal problem or matter. The comments and opinions expressed on this blog and article are of the individual author and may not reflect the opinions of the firm or any individual attorney.

Nothing on this site is intended to create an attorney-client relationship and nothing posted constitutes legal advice. Neither the transmission of the information contained on this blog t nor your use of the information or communication with “Rewards Labs”ltd. creates an attorney-client relationship between you and The Company.

Some jurisdictions may have laws and regulations that differ substantially from one another.  “Rewards Labs” ltd. does not through this site seek to represent anyone in a jurisdiction where this site may fail to comply with the laws and ethical rules of that jurisdiction.

This blog does not provide legal advice of any kind, and we cannot guarantee that the information is accurate, complete or up-to-date. Given the nature of and speed with which online communications are developed, the opinions and thoughts posted to this site are of a casual nature and may change after further reflection. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this blog make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this blog.

Please be aware that any unauthorized use of the content contained on this blog may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes.  All text, images, screens and other materials provided on this website (collectively, the “content”) are owned by “Rewards Labs” LLP unless otherwise attributed to third parties.  None of the content on this site may be copied, reproduced, distributed, downloaded, displayed, or transmitted in any form without the prior written permission of the legal copyright owner.

General

REWARDS LABS will provide access to REWARDS LABS Platform and/or REWARDS LABS Services during the validity of this Merchant agreement.

Use of the REWARDS LABS Platform & REWARDS LABS Services

Partner Registration

Any Merchant, meeting the requirements under this Agreement, can use REWARDS LABS Products.

To receive access to REWARDS LABS Platform via Clover App Market, the Merchant needs to choose a REWARDS LABS plan and install any of the REWARDS LABS Apps on its compatible Clover terminal. If a merchant applies to receive access to REWARDS LABS Platform via REWARDS LABS websites, it will be contacted via REWARDS LABS support to decide on the integration level between REWARDS LABS Platform and the merchant POS system.

Created Clover account shall be protected by password, determined by the Merchant. Each Merchant is obliged to protect their Account password and not provide it to unauthorized third parties. In case of violation of this clause, Merchant shall bear all and any responsibility in case the violation results in any kind of breach of or unauthorized access to Merchants account.

By registering with REWARDS LABS Apps you represent and warrant to us that: (a) you are at least eighteen (18) years of age, and (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement as or on behalf of the Merchant.

At any time during the validity of this Agreement REWARDS LABS can request additional information from the Merchant like drivers’ licence, type of activity, articles of incorporation, corporate and management structure, details of the persons involved in the management of the merchant or the persons/entities owning whole or part of merchants’ capital, etc. Upon request of such information, merchant has to provide it to REWARDS LABS prior to any commencement of activities by REWARDS LABS. In case of any changes in the provided documentation or the circumstances evidenced with such documentation, merchant is obliged to inform REWARDS LABS within 7 days as of occurrence of the change and provide respective documents evidencing such change.

You agree that in order to use REWARDS LABS Websites, REWARDS LABS Apps and Services properly, you have to update them regularly as you may be informed by REWARDS LABS. You need to install any updates by REWARDS LABS via Clover market or authorize REWARDS LABS Apps to install updates automatically. REWARDS LABS cannot be held liable in case of any failure of REWARDS LABS Websites, REWARDS LABS Apps and REWARDS LABS Services due to any omission by Merchant for updating the REWARDS LABS Websites, REWARDS LABS Apps and REWARDS LABS Services.

The access to REWARDS LABS Apps and REWARDS LABS Platform is provided by REWARDS LABS not by the Clover (or other EPOS system provider we might be working with).

REWARDS LABS can release new versions of any of the REWARDS LABS Apps and Merchant needs to subsequently use the latest version.

Campaign Platform Use

Merchant agrees and accepts that when creating a loyalty program through any of the REWARDS LABS Apps and REWARDS LABS Platform, the latter creates and determines its own Terms and Conditions (T&C) and privacy policy thereof, as well as any text, content, rewards and other requisites of the loyalty program.

Any T&C of the loyalty program the Merchant is running via REWARDS LABS Apps and privacy policy thereto needs to be available for review and acceptance by all Merchant’s customers. Any loyalty program shall at all times observe the clauses of this Agreement and in particular shall not breach clauses of Section ‘Restrictions’ herein below.

Merchant determines and sets its own communication (text, visuals, content, rewards, etc.) with its customers. Any communication with customers shall at all times observe the clauses of this Agreement and in particular shall not breach clauses of Section ‘Restrictions’ herein below.

Merchant can contact its customers and send information regarding any loyalty program created by the latter through the REWARDS LABS Platform. If Merchant uploads any personal data such as names, address or phone number, he must ensure and declare that such data has been received with the proper opt-in consent, according to the applicable federal or other legislation.

REWARDS LABS Merchants will ensure that all rewards sent to customers are compliant with the laws in the jurisdiction where the rewards are provided. Merchant determines and is responsible for sending, delivery and receipt of any rewards by customers.

Before using any REWARDS LABS product, Merchant has to ensure confirmation and explicit consent by all its customers to participate in the loyalty program and confirmation and prior express written consent to receive any communication via REWARDS LABS Platform as required by the TCPA and other applicable laws. Merchant has to ensure explicit consent of all customers that their personal data, as submitted with the loyalty program, may be provided to REWARDS LABS and collected and processed by REWARDS LABS.

Merchant agrees to indemnify, defend, and hold harmless REWARDS LABS from and against any and all liability, costs or damages, without limitation, arising out of a dispute resulting from any claim of unlawful conduct by Merchant, including unauthorized or deceptive communications, collection or disclosure of personal data, or otherwise.

REWARDS LABS has the right to adjust, ban, suspend or terminate Merchant’s usage of the REWARDS LABS Platform in case Merchant violates any of the above warranties. REWARDS LABS reserves the right to monitor at all times and evaluate the communications send through REWARDS LABS Platform.

Intellectual Property. License

Subject to Merchant’s compliance with this Agreement, REWARDS LABS grants you a non-exclusive, non-transferable, non-sub licensable and revocable license (for the term during which this Agreement is in effect and applicable between the Parties) to: (i) install any of the REWARDS LABS Apps solely on compatible devices (Android, iOS and Clover POS) owned or controlled by Merchant; (ii) access and use the REWARDS LABS Websites, REWARDS LABS Platform, REWARDS LABS Apps and REWARDS LABS Services on devices owned or controlled by Merchant. For the avoidance of doubt, this license is provided by REWARDS LABS and not any EPOS companies integrated with REWARDS LABS or its agents, subcontractors, representatives or employees. REWARDS LABS will have the right to terminate the access to the Merchant login area of REWARDS LABS Websites if you breach the Merchant Agreement or your account is terminated for any reason.

All intellectual property rights and any improvements, modifications, enhancement or refinements accordingly of all software, source codes, and/or mobile applications, data base, materials with text, pictures, videos or other images and sounds provided by REWARDS LABS, are solely owned by REWARDS LABS. Conclusion of this Agreement grants to Merchant only the rights as specified in previous paragraph and does not construe or represent transfer of other intellectual property rights whatsoever.

In addition to the above, the Parties explicitly agree that REWARDS LABS Websites and REWARDS LABS Apps contain materials with text, pictures, videos or other images and sounds which are protected by Intellectual Property or other Intellectual Property Rights. REWARDS LABS possess all intellectual property rights and other rights over the intellectual property or their use is permitted by the owner of the intellectual property rights for use in REWARDS LABS websites. All trademarks used in REWARDS LABS websites are either property of REWARDS LABS or their use is authorized by the trademarks owners.

REWARDS LABS reserves the right to add, remove or modify any Service(s) offered free or with a charge to REWARDS LABS or add, remove or amend features from REWARDS LABS Platform at its sole discretion without notice to any party at any time.

By entering into this Agreement, Merchant grants REWARDS LABS with all and any rights to use, publish on REWARDS LABS Websites, REWARDS LABS Apps and REWARDS LABS Platform any brand, logo, trademark, company name, etc. of the Merchant. Merchant must at any times own all intellectual property rights for any objects of intellectual property Merchant uses or publishes, or provides to REWARDS LABS. In case Merchant does not own these intellectual property rights, the latter must ensure and obtain permission from the relevant intellectual property holder(s) to use and publish such object of intellectual property, before providing them to REWARDS LABS or using them with any REWARDS LABS product. Merchant agrees to indemnify, defend, and hold harmless REWARDS LABS from and against any and all liability, costs or damages, without limitation, arising out of a dispute resulting from infringement of the intellectual property rights of another Merchant or of any third party.

 

Restrictions

Specific Use

You will use the REWARDS LABS platform for internal business use and lawful purposes only; you agree that you will not use the loyalty platform or send rewards in relation to the following businesses and activities:

  • money laundering;
  • terrorism or propaganda;
  • pornography, escort services and sale and/or advertising of sexual services;
  • betting, in case you do not own the respective certificates or licenses for such activities;
  • credit counselling;
  • foreign currency activities;
  • multi-level marketing businesses;
  • any illegal activity.

Merchant warrants and undertakes at any time during the validity of this Agreement and upon any use of REWARDS LABS Platform and/or REWARDS LABS Products that the latter:

– will not send SPAM;

– will not violate commonly acceptable rules and guidelines as well as any legal and statutory provisions, acts, etc.;

– will not use the REWARDS LABS Platform for pornography, illegal goods and/or any terrorist and propaganda activities, etc. and will not send messages that violate or harm someone’s dignity, integrity or self-esteem;

– will not use REWARDS LABS Platform for any competitive activities and shall not use REWARDS LABS Platform or any know-how provided by and/or contained in REWARDS LABS Platform for own benefit outside REWARDS LABS.

Merchant cannot use any REWARDS LABS product in case the latter is a person, legal entity, group or similar, sanctioned for major offences in the United States of America or other jurisdictions.

Merchant is allowed to use the REWARDS LABS Products for its own business only. Merchant in any case shall not sell, rent or lease, modify or change, copy any tangible versions of the REWARDS LABS Products, remove any of the programs, export or re-export REWARDS LABS Products.

Merchant shall not have the right to modify, adapt etc. any REWARDS LABS product. Merchant is forbidden from creation of competing products, use of personal data, sending inappropriate messages or use means different to REWARDS LABS Platform to un/subscribe users from Merchant’s loyalty programs.

Fees, Pricing, Payment Terms

Subscription Plans & Fees

REWARDS LABS offers subscription plan(s) to use REWARDS LABS Products where the features included in each plan and subscription fees are visible on REWARDS LABS Websites and/or Clover App Market listing(s). REWARDS LABS offers free trial for merchants to be able to use REWARDS LABS Platform and/or REWARDS LABS Services and decide whether to stop using it after free trial period expiration or become paying REWARDS LABS Merchant. REWARDS LABS may decide at its sole discretion to revoke the free trial offer at any time without notice. If there are any unused text messages (SMS) provided to the merchant in the respective subscription plan within the billing cycle, these will expire with the end of the billing cycle.

REWARDS LABS reserves the right to change the subscription fee and notify the Merchant, such change will come into effect in 7 days after notification and the Merchant can choose to pay the new fee or cancel their subscription. The previous notwithstanding, any fees for existing Merchants cannot be raised, unless the Merchant has subscribed to a different level of Service or upgrades/downgrades the already subscribed Service.

REWARDS LABS reserves the right to charge additional fees for additional services provided. Merchant will be prompt to accept the additional fees when the latter chooses to use the additional services.

Merchant is responsible for any sales tax, duties etc. arising from the use of REWARDS LABS Products.

Payment Terms & Refunds

If a Merchant is using REWARDS LABS Platform and/or Services via REWARDS LABS Apps accessible via Clover App Market, the subscription fee will be debited from the associated payment method with your Merchant account. Failure to obtain the fee accordingly will result in termination of the Service to you.

If you wish to cancel your subscription during the billing cycle you will be entitled for refund of the unused portion of the provided REWARDS LABS Services on a monthly basis.

Term & Termination, Survival

Start date of the agreement – upon installation of any of the REWARDS LABS Apps, this Merchant agreement comes into effect for unlimited term until the Merchant uses any REWARDS LABS product.

Automatic Renewal – this Agreement and provision of services will be provided to the Merchant on a recurring basis until the Merchant cancels its subscription or REWARDS LABS terminates this Agreement. Merchant will be billed as usual each month until cancellation.

Agreement termination by REWARDS LABS – REWARDS LABS reserves the right to suspend or terminate with immediate effect Agreement with Merchant and cease Merchant’s access to the REWARDS LABS Platform under any of the below conditions without prior notice or requires consent. By no means is the list exhaustive.

  • The payment method(s) on file with Clover cannot be billed;
  • Breach of the Merchant Agreement by the REWARDS LABS Merchant and especially the provisions of Section ‘Restrictions’ above;
  • If the merchant participates in dishonest or fraudulent behaviour, ill impersonating another person etc.;
  • Use of robots etc. for sending messages, compromise system integrity, load the infrastructure, uploading invalid data or viruses, interfering with the proper use of any REWARDS LABS product, bypassing the measures to restrict access;
  • Use of the tool to collect personal information or use the tool for sending unsolicited messages or advertisements;
  • Violation of the Clover (other EPOS system provider) terms of use;
  • In case the Merchant is out of business, in insolvency etc. dissolution, merger or acquisition of the Merchant.

Free trial conditions – Merchant has a 30-days free trial period, afterwards, if not cancelled by Merchant, the latter will be billed according to the subscription plan Merchant has chosen.

Termination by the Merchant – if any of the REWARDS LABS Apps is uninstalled by Merchant, latter will not be charged starting the subsequent billing cycle –There is no fee associated with the Merchant cancellation.

Dispute resolution; Governing Law

REWARDS LABS will help in the resolution of disputes between Merchant and consumers with regard to rewards or point’s cash back where; there are errors etc.; REWARDS LABS will have the right to unilaterally, without notice or consent, adjust any points related to a consumer purchase with a particular Merchant.

All entry errors or rewards errors will be handled case by case after sending email to support@rewardslabs.com.

REWARDS LABS will attempt to resolve any disputes between REWARDS LABS and REWARDS LABS Merchant on good faith first.

Jurisdiction – This Agreement shall be exclusively subject to the Bulgarian law. Any disputes arising out of or in connection with the performance of the Agreement, shall be settled in amicable way by the Parties and if they fail to achieve agreement, the dispute shall be referred to the competent Bulgarian court.

Indemnification

Merchant agrees to cover and bear any and all fees, sanctions, expenses and damages of REWARDS LABS resulting from any violation of the clauses of this Agreement.

Limitation of liability. Disclaimer.

Parties explicitly agree that Merchant alone is the seller of the products and/or services the Merchant supplies. Merchant is solely responsible for redeeming customers’ rewards and for providing the products and/or services of the Merchant. In this regard, REWARDS LABS excludes all liability for any damage, loss, consequential loss, bodily harm or any other adverse effect which may arise from use of Merchant’s products and/or services. REWARDS LABS is not liable for any rewards or point’s cash back that the consumer is to be provided by a Merchant using REWARDS LABS Platform and/or REWARDS LABS Services.

REWARDS LABS is not liable for Merchant’s use of the REWARDS LABS Products or services purchased by REWARDS LABS Merchant.

REWARDS LABS is not liable for any damages arouse from disputes between a REWARDS LABS Merchant and a consumer participating in a loyalty program run by REWARDS LABS Merchant on the REWARDS LABS Platform.

REWARDS LABS is not liable for: any device Merchant is using REWARDS LABS Products on; data corruption etc.; errors in the REWARDS LABS Platform or REWARDS LABS Services.

REWARDS LABS excludes all liability in respect of:

  • loss of revenue;
  • loss of actual or anticipated profits;
  • loss of contracts;
  • loss of the use of money;
  • loss of anticipated savings;
  • loss of business;
  • loss of opportunity;
  • loss of goodwill;
  • loss of reputation;
  • loss of, damage to or corruption of data; and
  • indirect or consequential loss.
  • In any event the liability of REWARDS LABS shall be limited to the fees received by REWARDS LABS from the Merchant during the 12 month period prior to the event(s) giving rise to the liability.

Changes to the agreement or privacy policy: REWARDS LABS shall inform all REWARDS LABS Merchants for any changes or modifications to this Agreement or Privacy policy. All notifications shall be send to the email provided by the Merchant.

Confidentiality – Both Parties shall be obliged not to disclose the confidential information, as well as after the Agreement’s termination. The disclosure shall involve submission by whatever means and form of the very information to third parties. The foregoing shall not prohibit disclosure (a) to professional advisors who are bound by a professional duty of confidentiality or (b) as required by law or by a regulatory body, tax authority or securities exchange.

Assignment – Merchant will not have the right to transfer all or part of its rights and obligations towards REWARDS LABS under this Agreement. REWARDS LABS may transfer all or part of its rights and obligations under this Agreement to other entities within the REWARDS LABS group or third parties, only after sending a written notice to the Merchant.

Amendment – This Agreement may be amended by REWARDS LABS from time to time, upon at least 7 days’ notice to the Merchant, via the email provided by the Merchant.

Severability – If any provision of this Agreement is prohibited by law or judged by a court to be invalid, illegal or otherwise unenforceable, such provision shall not affect the other provisions of this Agreement and the enforceability of the remainder of the Agreement shall not be affected.

Force Majeure – Neither REWARDS LABS, nor Merchant shall be considered in breach of this Agreement to the extent that performance of their respective obligations (excluding payment obligations) is prevented by an Event of Force Majeure that arises after the Effective Date.

Entire Agreement – This Agreement constitutes the whole agreement in respect of the Services and you confirm that you have not entered into this Agreement on the basis of any representation that is not expressly incorporated herein.