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CanPay Legal Privacy Policies

Additional Merchant Rewards Terms

These Additional Merchant Rewards Terms are an attachment and incorporated into the CanPay Platform Merchant Terms and Conditions (“CanPay Terms and Conditions”). This Exhibit sets forth the specific terms applicable to Merchant’s access to and use of tools, services and resources for eligible Merchant’s to create, launch, operate and manage rewards and/or gift card programs with CanPay’s Trusted Rewards (“Rewards Services“). In the event of any conflict or inconsistency between this Exhibit and the body of the CanPay Terms and Conditions, this Exhibit shall govern. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the body of the CanPay Terms and Conditions.

    General Definitions

      • Fulfillment (or Fulfill). The delivery of a Reward to a Merchant customer (“Customer“) by CanPay, including associated procedures to process an order from Customer to deliver such Reward.
      • Gift Card. A Merchant digital Gift Card (also “e-Gift Card“) supplied by CanPay.
      • Merchant. A retailer who has agreed to the CanPay Terms and Conditions and otherwise eligible to use the Rewards Services.
      • Reward. A CanPay Point, a Gift Card, a non-profit donation, or other digital content supplied as a reward or incentive to a Customer.
      • Rewards Platform. An integrated online service that enables Merchant to manage Rewards programmatically.

      Reward Services

      The Rewards Services are provided subject to the CanPay Terms and Conditions and any operating guidelines or policies that CanPay may establish from time to time. CanPay will notify you of any material changes to the Rewards Services in such form as it deems appropriate. Your continued use of the Rewards Services constitutes acceptance of any such changes. At its sole discretion, CanPay reserves the right to refuse access to the Rewards Services. Subject to Applicable Law, CanPay may suspend or terminate Fulfillment to a Customer upon Customer’s breach of any applicable CanPay rewards terms applicable to the Customer.

      Rewards Platform Set-up

      After you agree to these Terms, you will have access to the Rewards Platform interface that allow you to view, approve, or otherwise manage the nature of the rewards and/or gift card program.  You must provide accurate and complete information at onboarding and provide updates as needed.

      Suspension and Termination

      CanPay may suspend or terminate this Exhibit in its sole discretion (1) in the event of Merchant’s bankruptcy or any other insolvency proceeding with respect to Merchant, (2) upon evidence of fraudulent or illegal use of the Rewards Services, or (3) any violation of the CanPay Terms and Conditions.  Any provision which, by its nature, is intended to survive termination, shall survive.

      Ordering and Sending Rewards

      It is very important that the Merchant provide accurate information and check it fully before you submit an order under any Reward Service. Merchant is responsible for providing accurate information when requesting any applicable Rewards Service as failure to provide accurate information may result in losses to the Merchant. CanPay is not liable or responsible for error in (i) a Customer’s name, Customer email address, Reward denomination, delivery instructions or any other information provided by Merchant; (ii) fulfilling any Reward due to circumstances caused by the Merchant. Errors in Fulfilling Rewards caused by or from Merchant shall be the responsibility of Merchant.

      • No single Customer shall be sent Rewards of $10,000 or more in a single banking day.
      • No single Reward may be in excess of $2,000.
      • An order placed by Merchant is deemed a final, binding order to CanPay. All sales are deemed to take place in the State of Florida.
      • Once delivered, Rewards are not returnable. Merchant is responsible for understanding applicable expiration rules regarding Gift Cards. Generally, Gift Cards from U.S. Merchants that are dollar-denominated do not expire (or may expire only after five years). Gift Cards for use outside of the U.S. may be subject to different expiration rules. Certain digital content (that are not Gift Cards) may have an expiration date. The delivery of any such Reward will expressly make the Customer aware if an expiration date is applicable.

      Intellectual Property

      CanPay may use templates to create Merchant-branded (or co-branded) emails for the delivery of Rewards (the use of which are subject to the Parties’ mutual approval). Merchant solely owns all of its pre-existing intellectual property used in connection with the Services and any such emails. CanPay solely owns all of its pre-existing intellectual property and the intellectual property in its templates. No intellectual property shall be “jointly owned” as a result of Merchant’s use of the Rewards Services.

      All use of any Merchant trademarks and service marks must comply with and is subject to Trademark Usage and CanPay Terms and Conditions.

      Warranties

      Merchant represents and warrants that (i) Merchant will use the Services only for lawful purposes and only in compliance with these Terms and all applicable laws, and (ii) if CanPay is sending emailed or text Rewards on Merchant’s behalf, Merchant has obtained legally-sufficient consent from Customers for this purpose.

      Indemnity

      Merchant shall defend, indemnify and hold harmless CanPay from and against all losses, damages, liabilities, judgments, costs or expenses of whatever kind, including reasonable attorneys’ fees, arising out of or resulting from any third party claim, suit, action or proceeding in connection with Merchant’s breach of any representation, warranty or obligation of Merchant set forth in these Terms or based on a claim that any content provided by Merchant infringes any intellectual property right of a third party. Merchant’s indemnity shall include the actions of any customer or other third party that Merchant authorizes to use the Rewards Services in any manner.

      General

      This agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, excluding its conflict of law principles. The exclusive jurisdiction for any action relating to this agreement (whether for breach of contract, tort or otherwise) shall be a federal or state court in Florida.