Merchant Agreement & Terms of Service
Effective Date: August 3, 2018
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 Merchantm 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).
VOUCHERS AND PRICING
a. The Merchant agrees to authorize BOGO to promote, distribute and sell Vouchers that are to be redeemed at Merchant’s place of business, subject to the terms and conditions of this Agreement.
b. Merchant will have the option to select which category they would like to appear on under the Application. Merchant will be given the option to be listed under Voucher Categories (i.e. entrees, appetizers and/or sides, desserts and drinks) and/or Restaurant Listing Categories (I.e. proximity, type of cuisine, rating)
c. Vouchers will be available for purchase directly through The BOGO mobile application. The Voucher will be sent to the purchaser electronically once payment is received. The purchaser will then redeem the Voucher with the Merchant by presenting the Voucher in electronic form.
d. The purchaser will be responsible for the payment of any additional goods, services or other items purchased that are not included in the original Voucher. The Merchant is solely responsible for collecting payment from the purchaser for any additional goods, services and other items provided.
e. Merchant is solely responsible for performing all services in connection with any Voucher and for supplying all goods and services as stated in the Voucher.
f. Merchant agrees to offer each user a minimum of (3) vouchers per year. Merchant has sole discretion on which combination of Vouchers it will choose to offer the User.
g. Merchant agrees that the Vouchers allow Users to receive one item within the same menu or Voucher category, of equal or lesser value, for free at the time of the purchase of any other item within the same menu or Voucher category.
h. Merchant will exclusively decide which days of the week and/or which hours of each day the Merchant will offer Vouchers for redemption. Merchant can also exclude holidays for redemption purposes.
i. Merchant has exclusive control on how a Voucher is redeemed by the purchaser. The Merchant can decide whether the Voucher is available for “dine in” only purposes or “carry out” or both. The Merchant can also require the purchaser to book a reservation prior to redemption of the Voucher. Merchant will be required to provide this information to BOGO so it can be listed accurately on the Application prior to Voucher purchase.
j. Merchant agrees to honor the Vouchers without nuisance for all BOGO Users so long as its Merchant account is active/enabled.
k. Merchant agrees that in providing the Merchant Voucher, Merchant will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Voucher, including the Fine Print. Unless disclosed in the Fine Print.
l. Merchant is responsible for all customer service in connection with the Voucher.
m. Merchant agrees to allow BOGO to promote, distribute, or sell up to (3) Vouchers to each of its User(s) on your behalf through any of its platforms or mediums, including (without limitation) the Application, its website, social media, or email using any marketing method BOGO so chooses. The Vouchers may be offered to all or part of BOGO’s subscriber base.
n. BOGO prohibits the redemption of a Voucher by only one person. BOGO requires that (2) people be present to redeem a Voucher. The Merchant can choose to waive this requirement entirely.
o. BOGO User’s will also be advised that only (2) Vouchers per party can be redeemed at any given time. A party is any group of people with (4) or more individuals present at one time. The Merchant can choose to waive this requirement and accept additional Vouchers.
MERCHANT REPERSENTATIONS, WARRANTIES AND COVENANTS
Merchant agrees that it shall:
a. Abide by all laws, rules, and regulations applicable to the provision of any of its services.
b. Abide by and honor BOGO’s policies, including its payment and refund policies, as described from time to time on the Application.
c. Honor the Vouchers and all services related to the Vouchers in a timely, professional, safe, and as-described manner.
d. Not use the Application for any purpose other than expressly permitted herein or by the Application’s Terms of Service.
e. Not misrepresent or inaccurately describe any Voucher or any aspect of Merchant’s services.
f. Will fulfill completely all of its obligations to the purchaser and will resolve any customer dispute or complaint directly with the purchaser and that BOGO will be free from any claim, demand, defense, setoff or other adverse claim whatsoever arising from any goods and/or services delivered to User.
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.
TERM AND TERMINATION
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.
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.
LIMITATION OF LIABILITY
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.
By clicking Sign Up, you’re confirming that you agree with and will abide by the terms and conditions set forth in this Merchant Terms & Conditions Agreement.