Upon electronic acknowledgment of acceptance by you as the Merchant (as defined below), this Merchant Agreement ("Agreement"); will be a legally binding contract between you and Roccabella Holdings, LLC, a Delaware Limited Liability Company, which conducts some business under the proprietary trademark and name "Freevo" (called "Freevo", "we" or "us" in this Agreement)
This Agreement governs your access to and use of the Platform and participation in the Program (as such terms are defined below).
If you require Consumers to schedule an appointment or reservation in order to participate in any Merchant Offering:
You must (i) issue to each Consumer one combined check/receipt for the Coupon redeemed together with any other product or service acquired by the Consumer (or any person(s) accompanying the Consumer) at the time; and (ii) allow the Consumer to take a picture of such check/receipt using the Freevo Consumer mobile phone Platform.
You are solely responsible for the calculation and payment of any taxes that may apply to you or to any payments you make to or receive from Consumers or Freevo.
In its sole discretion, Freevo may at any time amend any provision of this Agreement by posting notice thereof on the Account Management Website. Your continued use of the Platform after the stated effective date of such amendments will constitute your acceptance thereof.
You represent and warrant that you: (a) you have the right, power and authority to accept and comply with these Terms and Conditions; (b) if required by applicable law, you are registered for sales and use tax collection purposes in all jurisdictions where your goods and services will be provided; (c) own all interest in and to the Merchant Intellectual Property (d) the Merchant Intellectual Property will not infringe upon or otherwise violate any patent, copyright, logo, trademark, service mark, trade name, trade secrets, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law
EXCEPT AS SPECIFICALLY STATED HEREIN, ANY DISPUTE OR CLAIM BETWEEN YOU AND Freevo ARISING OUT OF, OR RELATING IN ANY WAY TO, THESE TERMS AND AGREEMENT ("DISPUTES") SHALL BE RESOLVED EXCLUSIVELY BY FINAL, BINDING ARBITRATION. BY VIRTUE OF THE AGREEMENT IN THIS SECTION 14 TO ARBITRATE, MERCHANT AND Freevo ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY (EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 15). The provisions of this Section 14 shall constitute Merchant's and Freevo's written agreement to arbitrate Disputes under the Federal Arbitration Act. The arbitration will be administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to its applicable rules, including those applicable to Commercial Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.Class Action Waiver
FREEVO AND YOU EACH AGREE THAT WE SHALL BRING ANY DISPUTE AGAINST THE OTHER IN OUR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, WE EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.Choice of Law/No Jury Trial
Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to claims that the other party's conduct may cause the other irreparable injury.
In the event Freevo is the prevailing party in any Dispute, subject to any exceptions in this Section 15, you shall pay to Freevo all reasonable attorneys' fees and costs incurred by Freevo.
By completing your registration on the Site, you, the named Merchant acknowledge and agree to the terms and conditions set forth in this Agreement.
Please ensure that you read the following Terms and Conditions of Use carefully.
You may access the Merchant Sites only for the following purposes:
You represent and warrant to us that:
You agree not to engage in any illegal, abusive or otherwise inappropriate behavior while using the Merchant Sites, including, but not necessarily limited to:
The Merchant Sites may be unavailable from time to time for any reason including, without limitation, routine maintenance, as well as causes beyond our reasonable control. We will have no liability to you for any loss or damage resulting from such unavailability. We may in our sole discretion deny you access to the Merchant Sites or any service or feature thereof.
We will not be responsible for the misappropriation or loss of information that you choose to communicate to us or the Merchant Sites until after its actual receipt by us.
The Freevo Intellectual Property, information, text, graphics and other content on the Merchant Sites ("Content") as well as the infrastructure used to provide the Content, is proprietary to us and is protected by trademark, copyright, patent, trade secret or other similar laws. Without our express prior written permission, you may not modify, copy, distribute, transmit, sell or otherwise deal with the Content in a manner inconsistent with our proprietary rights thereto. splay, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products or services obtained from or through the Site.
You will not upload, post or otherwise make available on the Merchant Sites any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right, evidence of which shall be produced on request. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to the Merchant Sites, you warrant that either (I) you are the owner of all rights in and to such material; or (ii) the owner of such material has expressly granted Company the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material.
We do not accept or consider, directly or through any person, Freevo employee or agent, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. If you send us unsolicited materials:
NEITHER FREEVO, ITS SUBSIDIARIES, AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT:
WITHOUT LIMITING THE FOREGOING, FREEVO EXPRESSLY DISCLAIMS ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
When you use the Merchant Sites, we reserve the right to collect information by automated or electronic means, using technologies such as cookies, pixel tags and web beacons, browser analysis tools and web server logs, and to use such information for any legally permitted purpose.
The Merchant Sites may contain links to websites maintained by other parties not affiliated with Freevo. These links are provided solely as a convenience to you and we expressly disclaim any representations regarding such websites including, but not limited to, the content or accuracy of materials on such websites or their information security and privacy practices. You access websites maintained by other parties at your own risk.
By posting any review, testimonial, statement or other information (collectively, "Statements") on or through the Merchant Sites, you grant Freevo a royalty-free, perpetual, irrevocable, non-exclusive license to, at any time and in any physical or virtual location, use for any commercial or non-commercial purpose, reproduce, modify, publish, edit, translate, distribute, perform, license, sublicense and display the Statements alone or as part of other works in any form, media, or technology whether now known or hereafter developed.
Any Goods or Service you make or offer to a Consumer,
Any action or inaction by you, including your failure to comply with applicable law or your violation of any contractual or other agreement; and
Any conduct or speech, whether online or offline, by you or any other person.