Merchant Terms and Conditions

This Merchant Service Agreement (the ‘Agreement’) is made by and between RewardTrak, a Nevada Limited Liability Company (‘REWARDTRAK’, ‘RewardTrak’, ‘RewardTrak’, ‘We’), and you, as a Merchant user of the REWARDTRAK service (‘You’, ‘Your’, ‘Merchant’).

To be an authorized Merchant of REWARDTRAK, LLC, You agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering and using the REWARDTRAK Service as a Merchant. By signing up for REWARDTRAK, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the REWARDTRAK Service as a Merchant.

If present, a “MERCHANT AGREEMENT ADDENDUM” will be honored by REWARDTRAK to set specific terms for the Merchant.

PRIVACY POLICY

REWARDTRAK respects the privacy of its users and promises not to disclose personal or business information to third parties without the express permission of You and Your company. We will not sell Your name, e-mail address, phone number, or any other personally identifiable information to anyone else. We consider this information to be private, and it will remain as such. If You have any questions about Your privacy rights, contact us at rt-support@rewardtrak.com

The Merchant Service Agreement is summarized as follows:

PRICING

RewardTrak agrees that the transaction fee will remain at 20% for a period of 1 year after the execution of this agreement. Client is under no obligation to remain with RewardTrak, LLC for the entirety of the 1 year period, and may discontinue the service at anytime upon notice without penalty of any kind. At the end of the 1 year period, if Client wishes to continue service RewardTrak, LLC reserves the right to re-negotiate pricing so as to reflect current market conditions if RewardTrak feels necessary. Current pricing is listed in the table below:

DESCRIPTION OF SERVICE FEES NOTES
Network Access Fee $350 One-time fee for account setup and access.
Annual Renewal Fee Not Required There is no fixed annual membership fee at this time.
Deposit $50 This amount is used to pay publishers for qualified leads or sales you define. Any amount left in your account after paying commissions, can be refunded to you at any time you wish to close your account.
Transaction Fees 20% or $0.20 Transaction fee assessed by RewardTrak based on the merchant's payout rate for publishers. Merchant pays RewardTrak 20% of the payout or $0.20 (or equivalent), whichever is greater.
Minimum Monthly Fee $29.61 The total transaction fees paid to RewardTrak each month must meet this minimum or the merchant will be assessed the difference.
Integration Included Technical setup can be completed in minutes. A RewardTrak technical integration specialist is assigned to assist each new merchant with set-up and integration.
Publisher Payment Processing Included RewardTrak processes and writes all publishers' checks free of charge. This includes checks, postage, direct deposit, currency conversion and 1099s
Customer Support Included Merchants and publishers may contact Customer Service during regular business hours M-F 9:00am-5:00pm MST. Online help is also available free of charge
Ad Serving Charges Included RewardTrak can serve all standard ad formats.
Ongoing Maintenance Included All RewardTrak system maintenance and enhancements are done by RewardTrak and released online

MERCHANT PAYMENT POLICY

The Merchant shall establish and define a set Commission that Publishers will earn for authorized transactions received via their Links.

Publishers shall earn a Commission on authorized transactions when a sale is placed by a customer who follows a Link from the Publisher’s site to the Merchant’s site. The Merchant will only pay Commission on Qualifying Sales (Actions) subject to resolution of all outstanding Voids.

All payments to Publishers, including bonuses or rewards, shall be processed through REWARDTRAK. Payments to Publishers are made automatically on the twentieth (20th) day of each month when the Publishers account balance reaches $25 or more for the previous months transactions.

Deactivation due to non-payment:

Your account may be deactivated without notice for non-payment. The number or amount of transactions and clicks, credits for payouts, and the charges for chargebacks, as calculated by RewardTrak, shall be final and binding on You.

Deactivation of account

Deactivation of account includes but is not limited to restricting access to your merchant account, notifying your affiliated publishers of your deactivated status and halting the tracking and reporting of any follow-on leads and/or sales. All links are also subject to expiration. Terms of reactivation may result in additional charges as determined by RewardTrak.

Obligations:

RewardTrak is under no obligation to make payment to your publishers of payouts where there are failed credit card payments.

Claims:

Your publishers shall have a claim against You directly for non-payment of earned but unpaid payouts that are unpaid because you have failed to make payment to RewardTrak.

Making payments:

You may make payments via accepted credit cards.

VOIDS/REVERSALS/PRODUCT RETURNS

A “Void” is executed by the Merchant as a means to reverse the commission given to a particular publisher on Qualifying Sales. Voids may be the result of (i) canceled sales; (ii) product returns; (iii) duplicate or repeat errors; (iv) non-bona fide Transactions; (v) non- receipt of payment from Customer; (vi) Refund of payment to Customer; (vii) Failure by a publisher to comply with the Terms of Agreement set forth by RewardTrak, LLC and the Merchant.

RewardTrak, LLC requires all sales to remain in a pending status for 30 days from the date of the transaction prior to being credited to a publisher. This number will be referred to as the “Pending Sales Period”. During the “Pending Sales Period” the sale will remain in a status allowing the Merchant to void the commission. After that time, the commission will be paid to the Publisher and the Merchant will no longer be able to reverse the sale.

MERCHANT CREATIVE; MERCHANT WEBSITE

Creative:

Merchant will provide RewardTrak with the creative materials for the Ads and/or Campaigns, including product/service descriptions, graphic images, logos, banners, buttons, and copy. We will make these creative materials available to our members for use in internet marketing, which may include: e-mail marketing, incentive marketing (rewards/cash back), and newsletters for the purpose of selling or reselling of merchant’s products. Merchant will submit changes or cancellations of any creative materials in writing to RewardTrak at least ten (10) business days in advance of requested change date.

Merchant grants RewardTrak and Publishers a non-exclusive license to use, reproduce, publicly and digitally display and perform, transmit and broadcast Merchant's name, logos, trademarks, trade names, service marks, URLs and slogans to display, market, promote and publicize Ads on Publisher’s websites, and for the purpose of including Merchant in RewardTrak’s marketing and promotional materials. Merchant further grants to RewardTrak and Publishers a personal, non-exclusive, revocable, non-transferable, limited license to all intellectual property rights, owned or controlled by Merchant (including but not limited to copyrights, trademarks, and service marks) solely to the extent that such license is required for performance of the Service in accordance with this Agreement. Such License shall terminate immediately upon termination, for any reason, of all Orders then in effect.

Merchant Website:

Merchant shall make best efforts to keep the Merchant website generally available 24 hours a day, 7 days a week, to ensure that a third party user’s purchase, registration, lead, and any other action related to the Ad and/or Campaign may be processed on a timely basis. Merchant must notify RewardTrak at least one (1) week in advance for any scheduled downtime so that RewardTrak has adequate time to notify Publishers who are actively engaged in running the applicable Ads and/or Campaigns.

SERVICE AND SUPPORT

REWARDTRAK will provide support for the Service as indicated on the REWARDTRAK Website and in accordance with the terms and conditions set forth in this Agreement that supersede any other Agreement.

E-MAIL CONTACT

REWARDTRAK shall send timely e-mails to inform You of applicable changes or additions to the Service or any REWARDTRAK related products and services.

CHANGES TO THE SERVICE

REWARDTRAK reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, REWARDTRAK will notify You via e-mail, newsletter or the REWARDTRAK Website at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service.

REGISTRATION

To sign up as a Merchant of REWARDTRAK and to use the Service as a Merchant you must be at least eighteen (18) years of age, and supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities.

THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN REWARDTRAK.COM: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, AND SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to CRACKING, and HACKING SITES. As part of the registration process, You will select a username and password combination that You use to access Your Merchant area within the Service. You shall provide REWARDTRAK with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that REWARDTRAK may rely on any data, notice, instruction or request furnished to REWARDTRAK by You which is reasonably believed by REWARDTRAK to be genuine and to have been sent or presented by a person reasonably believed by REWARDTRAK to be authorized to act on Your behalf. You shall notify REWARDTRAK by e-mail at rt-fraud@rewardtrak.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by REWARDTRAK and referral to the appropriate law enforcement agencies.

ACCEPTED USE

You represent to REWARDTRAK that all content You provide to the Service, to the best of your knowledge, but without special investigation of any kind, is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individuals or organizations rights (including, without limitation, intellectual property rights) in the United States, and is not defamatory, libelous, unlawful or otherwise objectionable under the laws of the United States. You shall not knowingly or intentionally provide, promote, distribute, place or otherwise publish as a Merchant of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent, or violates any law. As REWARDTRAK may not review all information provided by You, You shall remain solely responsible for Your content and Website. Through the Contact and Newsletter features of the REWARDTRAK interface, Merchant agrees to limit contact to discussions directly related to the Merchant’s publisher program running through REWARDTRAK only. Merchant agrees not to promote other offers not directly related to the Merchant’s publisher program running through REWARDTRAK. If a violation of this is discovered, the Merchant will be given e-mail and telephone notice and given the opportunity to correct the violation within 72 hours to the satisfaction of REWARDTRAK prior to any termination. Merchant must ensure e-mails they send are in compliance with the CAN SPAM act of 2003 and other federal laws.

LIMITED WARRANTY

The Service, its operation, its use and the results of such use shall be performed in a professional and workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EACH OF REWARDTRAK AND MERCHANT DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, REWARDTRAK SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY. REWARDTRAK will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Merchant understands and acknowledges that it is normal to have a certain amount of system downtime, up to net 10% of a given calendar month, provided, if Merchant reasonably determines that such downtime greater than net 10% of a given calendar month is adversely or materially impacting Merchant’s ability to derive benefit from the Service, it shall notify RewardTrak, and RewardTrak shall give Merchant a refund equal to 25% of all monies paid by Merchant for RewardTrak transaction fees, excluding those paid to cover earned Commissions by Publishers, during the preceding one month period. Merchant further agrees not to hold REWARDTRAK liable for any of the consequences of such interruptions. MERCHANT SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF PUBLISHER OR PUBLISHER CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY WITH RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF MERCHANT HEREUNDER SHALL BE LIMITED TO THE FEES PAID BY MERCHANT TO REWARDTRAK UNDER THIS AGREEMENT.

LIMITATION OF LIABILITY

EXCLUDING LIABILITY ARISING FROM OR RELATING TO REWARDTRAK’S OBLIGATION TO KEEP MERCHANT INFORMATION CONFIDENTIAL UNDER THE SECTION ENTITLED “NONDISCLOSURE” BELOW AND ANY BREACH BY REWARDTRAK OF THE SECTION ENTITLED “OWNERSHIP AND LICENSES”, NEITHER MERCHANT, ON THE ONE HAND, NOR REWARDTRAK OR ITS SUPPLIERS OR RESELLERS OR OTHER MERCHANTS, ON THE OTHER HAND, SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE REWARDTRAK SERVICE OR ANY INFORMATION PROVIDED ON THE REWARDTRAK WEBSITE OR ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF REWARDTRAK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY. IN SUCH JURISDICTIONS, A PARTY’S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY. You agree that REWARDTRAK, although the provider of the Service, has no responsibility or liability as a result of placement of authorized Links to Your Web site, from the Publishers.

REWARDTRAK agrees to indemnify, defend, and hold harmless Merchant and its publishers, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys fees, expert witness fees and costs) directly or indirectly arising from or relating to REWARDTRAK's acts or omissions in performance of the Services or its breach of this Agreement.

NON-DISCLOSURE

REWARDTRAK acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information (‘Confidential Information’) of Your company. REWARDTRAK agrees not to disclose or disseminate the Confidential Information without Your prior express written consent in each instance. The term ‘Confidential Information’ shall not include information that is or becomes part of the public domain through no action or omission of REWARDTRAK, that becomes available to REWARDTRAK from third parties without knowledge by REWARDTRAK of any breach or violation of fiduciary duty, or that REWARDTRAK had in its possession prior to the date of this Agreement. REWARDTRAK does not and shall not collect information about a Merchant’s customer transactions, other than what is passed to us through the installed tracking code. Any information we receive is used solely for tracking and Commission payment purposes. REWARDTRAK reserves the right to be able to utilize this data in aggregate to anonymously analyze Service trends, monitor Service efficiencies, and perform such other analysis as REWARDTRAK deems appropriate.

OWNERSHIP AND LICENSES

REWARDTRAK represents and warrants that it owns certain images, technology, content, trademarks, banners and other intellectual property that it shall provide to you, under this Agreement You, the Merchant, are granted a non-exclusive, limited, revocable right to use trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of REWARDTRAK, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain REWARDTRAK’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.

You, the Merchant, hereby grant REWARDTRAK a non-exclusive, limited, revocable right to sublicense the use of Merchant provided trademarks and banners to Publishers. All images, technology and content provided for REWARDTRAK and Publisher use is and shall remain the sole property of the Merchant and no part thereof shall be deemed assigned or licensed to Publisher or to REWARDTRAK except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Merchant’s sole property, including rights in and to any derivatives thereof. REWARDTRAK and Publishers may not modify the trademarks, banners, the content or any of the images provided by Merchant in any way.

Merchant may immediately terminate a publisher license to use the marks if Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. REWARDTRAK acknowledges the Merchant’s ownership and exclusive right to use the marks and aggress that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant.

Should the Merchant wish to terminate a publisher license, due to any of the conditions listed above, REWARDTRAK will provide the contact information that REWARDTRAK has on file for that Publisher. The Merchant acknowledges that REWARDTRAK has no further obligation or requirement to assist in recovering any damages from the Publisher should they occur from unauthorized or non-licensed use of the marks.

REPRESENTATIONS

REWARDTRAK makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a non-REWARDTRAK Website does not mean that REWARDTRAK endorses or accepts any responsibility for the content or the use of such Website.

ASSIGNABILITY

Merchant or REWARDTRAK may assign this Agreement to any successor or publisher upon notice to the other party, provided, in the case of REWARDTRAK, the assignee continues to fulfill its obligations and provide the Service hereunder.

FORCE MAJEURE

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

JURISDICTIONAL ISSUES

This Agreement shall be governed by Nevada, USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of Nevada, USA and all parties consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

MISCELLANEOUS

This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.