LSI/PMMY Merchant Agreement
I. Voucher Information
LSI/PMMY shall promote the Voucher per Section 1.2 of the Merchant Agreement. 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 offer is as follows: ___________________
- The offer by Merchant is contingent upon a minimum number of units sold (the “Volume Threshold”), which is agreed to be ___.
- Expiration date: Merchant agrees to establish and post the expiration of it’s posted product. To the extent required by applicable law, after the Opportunity Expiration Date, Merchant shall permit the purchaser to redeem the Voucher for the goods and services of the Merchant in the amount of the cash paid by purchaser, until that cash amount is redeemed in full.
- Partial redemptions: If a customer redeems a Voucher for less than its face value, the Merchant will not be responsible for issuing a credit or cash equal to the difference between the face value and the amount redeemed, unless otherwise required by law. However, the Merchant will be required to permit the purchaser to redeem the Voucher in the amount of the cash paid by the purchaser, as noted in Section 3 above.
- Special Instructions or limitations (if any): – 1 per person, multiples as gifts-No cash back. Must use in single visit-Not valid w/ other offers
II. Payment
Merchant Agreement
Date of Agreement:
Merchant Name(herein referred to as “Merchant”):
Merchant info
This Merchant Agreement, effective upon signing), is entered into by and between LSI/PMMY, Inc., a Georgia Corporation located at Atlanta Financial Center, 3343 Peachtree RD. NE. Ste 145, Atlanta, GA 30326. The parties shall be referred to collectively as the “Parties.”
Merchant wishes to offer its products or services for sale through vouchers (the “Voucher(s)”) which can be redeemed for Merchant’s goods and/or services at a discount, Therefore, in consideration of the mutual covenants of the Parties and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows:
1. Voucher Program.
1.1 Voucher Sale. Merchant authorizes LSI/PMMY to offer, sell and distribute the Voucher, in accordance with this Agreement and subject to the restrictions set forth in the LSI/PMMY Terms and Conditions. Merchant acknowledges that LSI/PMMY may terminate the publication or promotion of the Voucher at any time. All terms contained in the attached LSI/PMMY Terms and Conditions, including Sections I and II (Voucher Information and Payment) (collectively, the “Terms”) are incorporated hereto and made a material part hereof. LSI/PMMY reserves the right to increase the Volume Threshold at its sole discretion.
1.2 Voucher Publication and Delivery. Vouchers shall be published on the Website in accordance with the Terms. The last date on which LSI/PMMY publishes the Voucher and offers it 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 as set forth in the Terms, only when the certain Volume Threshold of purchasers has been met. At the time that the Volume Threshold has been met; LSI/PMMY 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. LSI/PMMY 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 LSI/PMMY specifications or applicable Laws.
1.3 Payment. Merchant shall receive 100% commissions net any transaction fees and taxes and sales expenses governed by law.. LSI/PMMY will charge Merchant a monthly subscriber fee for a period of at least 4 months.
1.4 License. Merchant grants to LSI/PMMY a non-exclusive worldwide license and right to use, reproduce, 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 to, on the LSI/PMMY Website.
2. Term and Termination.
This Agreement shall continue in effect for the longer of one (1) year following the Effective Date or the last date when a customer of LSI/PMMY redeems a Voucher offered by Merchant through LSI/PMMY. LSI/PMMY 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. Upon execution of the Agreement, Merchant agrees that Merchant will not promote an online offer with respect to the products or services described in the Terms of similar or greater value for a period up to 60 days from the Effective Date, plus a minimum of 60 days following the Merchant’s date of feature on the LSI/PMMY Website. Sections 3, 4, 5, 6 and any claims for payments due LSI/PMMY hereunder shall survive any expiration or termination of this Agreement.
3. Merchant Representations and Warranties, and Indemnification.
Merchant 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 other terms and conditions of the Voucher. Merchant shall allow the purchaser to redeem the LSI/PMMY with Merchant for the amount paid by purchaser for the Voucher (i.e. the 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. To the extent required by applicable escheat or abandoned or unclaimed property Laws, Merchant shall be solely responsible for and agrees to report and pay over to the applicable local, state or federal governmental agency any unredeemed cash value of any Voucher issued under this Agreement. Merchant is responsible for keeping track of the cash amount paid by the purchaser for the Voucher and any unredeemed balance of that cash amount to ensure compliance with this section 4.
4. Compliance with Gift Card, Gift Certificate and Abandoned Property Laws.
Merchant 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, dormacy fees or other terms and conditions of the Voucher. Merchant shall allow the purchaser to redeem the LSI/PMMY with Merchant for the amount paid by purchaser for the Voucher (i.e. the 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. To the extent required by applicable escheat or abandoned or unclaimed property Laws, Merchant shall be solely responsible for and agrees to report and pay over to the applicable local, state or federal governmental agency any unredeemed cash value of any Voucher issued under this Agreement. Merchant is responsible for keeping track of the cash amount paid by the purchaser for the Voucher and any unredeemed balance of that cash amount to ensure compliance with this section 4.
5. Confidentiality and Intellectual Property Rights.
5.1 The terms of this Agreement are confidential, and Merchant agrees to not disclose the terms described herein to any party (other than their 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 LSI/PMMY 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 LSI/PMMY for which there will be no adequate remedy at law; and in the event of such breach, LSI/PMMY 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).
5.2 Merchant agrees and acknowledges that LSI/PMMYs owns all right, title, and interest in the LSI/PMMY Website, LSI/PMMY trademarks, and any software, technology or tools used by LSI/PMMY to promote, market, sell, generate, or distribute the Vouchers (collectively the “LSI/PMMY IP”). Merchant shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the LSI/PMMY IP or any portion thereof, or use such LSI/PMMY 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 LSI/PMMY IP. Merchant shall not translate, reverse engineer, decompile or disassemble the LSI/PMMY IP.
6. 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 LSI/PMMY’s prior written consent.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, 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. LSI/PMMY DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES 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.
EXCEPT FOR INDEMNIFICATION OBLIGATIONS HEREUNDER, 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, LSI/PMMY’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 arising out of or relating to any error or omission in a Voucher must be made within 120 days of first publication of the Voucher. Otherwise, the claim shall be deemed waived by Merchant.
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to the conflict of law principles thereof. The parties irrevocably consent to the exclusive personal jurisdiction (except as to actions for the enforcement of a judgement, in which case the jurisdiction will be non-exclusive) of the federal and state courts located in the State of Georgia. This Agreement may be executed in one or more counterparts and each party consents to electronic message (e-mail or otherwise) as acceptable means to constitute a written acceptance of an authorized person for such party. Each party represents and warrants that the person executing on behalf of such party has been duly authorized to execute this Agreement
