Effective Date: November 6, 2017
By registering for a Merchant account ("Merchant") with The BOGO App ("Application"), you agree to abide by this Merchant Agreement ("Agreement") made between you and The BOGO App, Inc. ("BOGO"). BOGO subject to the provisions of this paragraph, may amend the Terms and Conditions in its sole discretion and at any time. Merchant agrees to be bound by any such amendments to this Agreement upon written notification from BOGO.
Merchant means any company, person(s), or other entity who offers Vouchers.
Voucher represents the goods and/or services to be provided by the Merchant, stated on the Voucher as presented by BOGO. Values are determined by Merchant.
Purchaser is an individual who has purchased a specific Voucher from the Merchant using the BOGO Application.
User is an individual that has signed up for The BOGO Application’s subscription services and has access to Vouchers from Merchant(s).
This Agreement is binding upon the parties, their heirs, successors, and assigns. The Agreement
is not transferable by Merchant without the written consent of BOGO. Any attempt by Merchant
to assign its rights or to delegate its obligations in violation of this paragraph shall be void.
Merchant agrees that the rights and obligations of BOGO hereunder may be transferred by
BOGO without notice to Merchant.
Merchant agrees to satisfy directly with the purchaser any claim or complaint arising in
connection with the purchase of goods and/or services, regardless of whether such claim or
complaint is brought by the User or any other person or entity. Merchant agrees to defend,
indemnify and hold harmless BOGO and its affiliates, shareholders, directors, officers,
employees, and agents from and against any losses, claims, lawsuits, investigations, costs, or
expenses (including but not limited to reasonable attorneys' fees and costs) arising out of or
relating to: (a) any breach or alleged breach by Merchant of this Agreement; (b) any claim for
state or federal income, sales, use, or similar tax obligations of Merchant arising from its
activities on or through Company; (c) any claim arising out of a violation of any law, rule,
regulation, or contract governing Merchant's goods and/or services; (d) any claim by a User
relating to Merchant's Voucher; and (e) any claim arising out of Merchant's negligence, fraud or
This Agreement shall remain in full force and effect, until the Merchant chooses to disable or delete its account. Merchant reserves the right to terminate this agreement at any time by disabling or deleting its Merchant account. BOGO also reserves the right to terminate Merchant’s account for any reason or no reason. Merchant agrees that BOGO does not require to provide Merchant with notice of its intent to terminate Merchant’s account.
No provision of the Agreement shall be deemed waived by any party unless such waiver is in writing and signed by the party against whom enforcement is sought.CHOICE OF LAW
The Agreement will be governed by and construed solely in accordance with the laws of Delaware and the laws of United States applicable therein, without regard to any conflicts of law provisions. Notwithstanding the foregoing, BOGO may conduct such information searches or reviews as may be required by the laws of Canada or the U.S. Should it be necessary for BOGO to defend or enforce any of its rights under this Agreement in any collection or legal action, Merchant agrees to reimburse BOGO, as applicable, for all costs and expenses, including reasonable attorneys’ fees, as a result of such collection or legal action.SEVERABILITY
If any provision of the Agreement is declared to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision, as to that jurisdiction, shall be ineffective to the extent of such invalidity, illegality or unenforceability and shall be severed from the balance of the Agreement, all without affecting the remaining provisions of the Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.MERGER
Except for the Merchant’s Indemnification Obligations Hereunder, in no event is either party liable or obligated to the other party or any third party for any lost profits, lost business, incidental, exemplary, consequential, punitive or indirect damages regardless or the form of action, whether in contract, tort or otherwise.
BOGO’S Sole and complete liability to Merchant for any claims arising out of or relating to this Agreement, or any errors, omissions or misplacements of any voucher is limited to the amount of fees retained by BOGO for the Voucher.
The parties are independent contractors. Nothing in this Agreement is to 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 in any way.