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).

1. DEFINITIONS - unless otherwise clearly stated, the following words used in this Agreement have the meanings specified.
   • "ACCOUNT" - A Freevo merchant account.
   • "ACCOUNT MANAGEMENT WEBSITE" - the online portal, currently located at http://live.freevo-app.com/store through which you may access and utilize the Platform to, among other things (i) register with Freevo and establish an Account; (ii) purchase Vouchers; and (iii) establish and administer marketing campaigns which include a Merchant Offering.
   • "APPLICATION" - the proprietary software application developed and owned by Freevo that is installed on a Consumer's Device and which is the sole means by which he or she may participate in Merchant Offerings.
   • "COMMENCEMENT DATE" - the first day on which a Merchant Offering becomes available and a Coupon may be redeemed.
   • "BUSINESS DAY" - any day other than a Sunday or legal holiday in the location provided by you in connection with the registration of your Account.
   • "CATEGORIES" - the permissible categories of goods, merchandise and services that are the permissible subjects of a Merchant Offer. Freevo may change the list of Categories at any time without prior notice. The current list of Categories will be maintained on the Account Management Website.
   • "CONSUMER" - a natural person who (i) installs the Application on his or her Device; and (ii) accesses the Application in order to obtain one or more Merchant Offerings for his or her personal use or consumption.
   • "CONSUMER DATA" - all personally identifiable, nonpublic information about a Consumer generated or collected through the Platform by Freevo or you, including, but not limited to, email addresses, phone numbers, purchase preferences and tendencies, and financial transaction data.
   • "COUPON" - an electronic image appearing on a Consumer's Device, which must be displayed by the Consumer to you in order to participate in a Merchant Offering.
   • "DEVICE" - a Consumer's mobile phone, tablet or similar mobile electronic communication device.
   • "EXPIRATION DATE" - the expiration date indicated on a Coupon.
   • "FREEVO INTELLECTUAL PROPERTY" - all interest in and to the Platform, Consumer Data, Freevo trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Platform, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Freevo or at Freevo's direction, and any materials, software, technology or tools used or provided by Freevo to promote and conduct its business.
   • "GOODS" - merchandise offered by you to Consumers for free or at a discount as part of a Merchant Offering
   • "MERCHANT" - a retail provider of Goods or Services.
   • "LAWS" - federal, state and local statutes, rules, regulations and ordinances.
   • "MERCHANT ACCOUNT" - your account with Freevo, established through the Account Management Website.
   • "MERCHANT INTELLECTUAL PROPERTY" - your name, logos, trademarks, service marks, domain names, and any associated audiovisual content, video recordings, audio recordings, photographs, graphics, artwork or text used or provided by you in connection with any Merchant Promotion
   • "MERCHANT OFFERING" - the free or discounted goods and/or services, offered by you through the Platform to Consumers in exchange for a Coupon.
   • "MERCHANT PROMOTION" - a promotion created by you utilizing the Platform.
   • "PAYMENT ACCOUNT" - a valid credit or deposit account against which Freevo is authorized to initiate charge or debit transactions for your purchase of Vouchers.
   • "PLATFORM" - the proprietary technology platform developed by Freevo through which the Program operates.
   • "PROGRAM" - the promotional program through which you may, by accessing the Platform, create Merchant Promotions and create and redeem Merchant Offers.
   • "SERVICES" - personal services offered by you to Consumers for free or at a discount as part of a Merchant Offering
   • "VOUCHER" - an electronic credit purchased from Freevo by you.
2. YOUR AND FREEVO'S RIGHTS AND OBLIGATIONS
   1. Your Purchase and Use of Vouchers.
      1. In General
         1. Vouchers are the sole means by which you may access the promotional and marketing services and tools available on and through the Platform. The cost of each Voucher will be set from time to time by Freevo in its sole discretion, and You may obtain and use Vouchers only (i) if your Account is active and in good standing and (ii) in connection with the offer, marketing or promotion of goods or services in a single Category.
      2. Categories
         1. Vouchers are specific to individual Categories (e.g. meals). You may use a Voucher only for Merchant Offerings comprised of Goods or Services in the purchase Category.
         2. In the event you misapply a Voucher, Freevo may immediately, without any refund or adjustment obligation to you, remove the associated Merchant Offering from the Platform.
      3. Purchase Price.
         1. You agree to pay the then-current purchase price of each Voucher, plus any applicable sales, use, VAT or other taxes Freevo may be obligated to charge and collect, as calculated based on your stated location at the time your Account was registered.
         2. Freevo may (but will not be obligated to) offer volume purchase discounts, money back guarantees or other financial incentives to you or other Merchants The availability of any such incentive will be communicated to you via the Account Management Website, by electronic mail or other means and will be subject to all accompanying terms, limits and conditions.
         3. Freevo from time to time may offer you a money back guarantee ("Guarantee"), consisting of a partial refund of the purchase price for specified Vouchers. This offer will be subject to the following terms, which may be changed at any time without notice:
            1. The amount refunded will be the amount by which the purchase price of Vouchers exceeds the total gross revenue you receive directly or indirectly in connection with transactions in which a Coupon associated with those Vouchers is redeemed.
            2. The Guarantee will apply only to your first purchase of Vouchers in any Category.
            3. The refund amount will be payable by Freevo six (6) months from the Voucher purchase date or the date on which the total number of Vouchers purchased have been redeemed, whichever is earlier (the "Guarantee Due Date").
            4. You must make a Guarantee claim in writing request not later than ninety (90) days after the Guarantee Due Date.
            5. In the absence of a clear error, in the event of any disagreement between Freevo's records and yours as to the amount owed hereunder, Freevo's records, in the absence of an obvious error therein, will control.
         4. Freevo may suspend or cancel your Account if we do not receive an on time, full payment from you for any purchase of Vouchers, or if the funding of such purchase is reversed or rejected.
      4. Payment Account. You must:
         1. Maintain a Payment Account and provide through the Account Management Website information sufficient to enable Freevo, without further action or approval by you, to initiate credit card, Automated Clearing House (ACH) or other valid electronic charges or debits to or against the Payment Account
         2. Provide all necessary authorization or instruction required by any third party holding or servicing your Payment Account; and
         3. Maintain at all times credit availability or a deposit balance on or in the Payment Account sufficient to fund your purchase of Vouchers.
      5. Recurring Purchase Option. Freevo may (but will not be obligated to) offer you the option of purchasing Vouchers on an automatically recurring basis. If we do so:
         1. you will take all actions necessary to authorize a recurring debit or charge to your Payment Account;
         2. such authorization will remain in effect until we receive notice of its cancellation and have a reasonable opportunity to act on that notice.
      6. Account Information. Information regarding your Voucher purchases will be available to you solely via the Account Management Website We will endeavor to keep that information up to date, but do not guarantee that we will be able to do so in every instance.
      7. Purchase Account Errors. If you believe we have made an error in the amount or other aspect of any charge or credit to your Purchase Account, you must notify us in writing within 90 days after the error first appears on the Account Management Website We will promptly investigate the charge and report our conclusions and provide any necessary adjustments. If you do not give us notice within 90 days, we will have no obligation to correct any errors or provide any related credits or adjustments.
      8. Refund Policy. Except as provided in subparagraph 9. (b)(ii) below, or as otherwise provided by law or by a particular Voucher Category, all purchases are final and non-refundable.
      9. Price Changes. We may change the price of any Voucher at any time. A notice of such change will appear on the Account Management Website at least fifteen (15) days before the price change. If you have authorized a recurring charge in connection with a recurring purchase option and do not agree to the price change, you must cancel and stop using the reoccurring payment or automatic renewal feature before the price change takes effect.
   2. Promotion by Freevo
      1. Freevo will promote the availability of your Merchant Offers and distribute Coupons on your behalf through any electronic or other channel or platform, including, but not limited to, the Freevo Platform.
      2. The terms and conditions applicable to a Consumer's redemption of a Coupon will be established by Freevo in its sole discretion and will be set forth on the Coupon.
      3. Other than your authority and obligation set forth in subparagraph 4. b. below to limit the total number of Coupons made available and specify the timing of Coupon availability to Consumers, the extent, scope, nature and other particulars of promotion and distribution of Coupons shall be established by Freevo in its sole discretion.
      4. Notwithstanding subparagraphs B.1 a. and b, you are the offeror of each Merchant Offering and the creator and issuer of all related Coupons. As such, you are solely responsible for ensuring that:
         1. Each Merchant Offer complies in all respects with any applicable law, regulation, license, ordinance or contractual agreement; and
         2. All material terms, conditions and restrictions applicable to a Merchant Offering are clearly disclosed on the related Coupon.
   3. Appointments and Reservations
      

      If you require Consumers to schedule an appointment or reservation in order to participate in any Merchant Offering:

      • That condition must be clearly disclosed on the associated Coupon;
      • You will on request provide an up-to-date calendar of available appointment times and allow Consumers to schedule appointments with you through Freevo or any third party service Freevo may use; and
      • if a Consumer who has scheduled an appointment or reservation before the Coupon's Expiration Date is prevented by unforeseen circumstances from keeping that appointment, you agree to honor that Coupon beyond its Expiration Date.
   4. Merchant Offerings
      1. In connection with each Merchant Offering you promise and agree:
         1. That such Merchant Offering will comply in all respects with any applicable Laws.
         2. That you, your employees and agents will have adequate training, be of legal age and hold any license of permit required by any applicable Laws in order to provides Goods or Services, redeem Coupons or otherwise participate in the Merchant offering.
         3. To provide to Consumers using Coupons the same level, quality and quantity of goods or services as would be provided to any customer paying the usual retail price for such goods or services;
         4. To maintain, up to and including the final day of the Merchant Offering, a supply of goods, staff or other resources reasonably calculated to enable you to honor the number of Coupons you have authorized Freevo to distribute in connection with any Merchant Offering and to offer substitute Goods or Services of comparable quality and retail value in the event supplies of the offered Goods or Services are exhausted before the Expiration Date;
         5. To honor every Coupon for the Merchant Offering from the Commencement Date through and including the close of business on the Expiration Date,
         6. To promptly and courteously address any Customer complaints regarding the quality or delivery of the associated Goods or Services;
         7. To honor any customer loyalty program as though the Consumer was a non-Freevo customer or client.
         8. Not to impose a more onerous appointment or reservation cancellation or no show" policy than you apply to non-Freevo customers or clients.
         9. Not to inflate prices or impose any fee, charge, condition or restriction not stated on the Coupon; and
      2. In connection with each Merchant Offering and its associated Coupons, you will be responsible for setting (i) the maximum number of Coupons available; (ii) the Expiration Date of Coupons; and (iii) the Commencement Date, provided, however, that Freevo reserves the right to delay the Commencement Date for any Merchant Offering if, in Freevo's judgment, such delay is necessary in order to ensure that a commercially reasonable minimum number of Merchant Offerings are available in a given vicinity.
      3. If Freevo elects to delay the Commencement Date of any Merchant offering in accordance with subparagraph 4.b. above, you may, at your option, terminate (i) the Merchant Offering; or (ii) this Agreement. Provided you are not otherwise in default of any obligation under this Agreement, Freevo will refund the purchase price paid for the affected Vouchers.
   5. Rejection or Removal of Merchant Promotions and Offerings
      Freevo reserves the right to:
      1. Reject, revise, or discontinue any Merchant Offering or Merchant Promotion, at any time and for any reason in Freevo's sole discretion;
      2. Terminate any Merchant Promotion and any associated Merchant Offering; and
      3. Remove all references to any Merchant Promotion or Merchant Offering and Coupon from the Platform; and redirect or delete any URL used in connection with the Merchant Promotion or Merchant Offering.
   6. Issuing and Recording of the Check
      

      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.

   7. Taxes
      

      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.

   8. Consumer Data Use and Protection
      
      1. You shall use Consumer Data solely:
         • In accordance with applicable law and in a manner not inconsistent with Freevo's Privacy Policy as then in effect.
         • For the purpose of fulfilling your redemption obligations in connection with a Merchant Offering.
      2. You shall immediately notify Freevo if you become aware of or reasonably suspect any unauthorized access to or use of Consumer Data or any confidential information of Freevo, and shall cooperate with Freevo in the investigation of such incidents and the mitigation of any damages.
      3. You will indemnify and hold Freevo harmless from and against all expenses incurred by Freevo arising from any unauthorized access, misuse or misappropriation of Consumer Data while such data is in your possession or control.
   9. Term and Termination
      1. This Agreement shall be effective upon your electronic acceptance and shall remain in effect indefinitely unless and until:
         1. It is terminated by you or Freevo without cause on the thirtieth calendar day following the terminating party's written notice to the other;
         2. By Freevo, immediately and without prior notice upon your breach of any material provision of this Agreement; or
         3. Immediately and without prior notice upon either party's receipt of an order from any court or regulatory body of competent jurisdiction directing that it cease, as the case may be, offering participation in or participating in the Program.
      2. Effect of Termination. On the effective date of termination by either party:
         1. Your Account will be deactivated;
         2. All Merchant Offerings and Merchant Promotions will be cancelled and deactivated; and
         3. Unless the termination is by Freevo for cause pursuant to subparagraph 9.a.(ii) above, the purchase price of any unused Vouchers on your Account will be refundable.
      3. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after termination.
   10. Amendment by 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.

   11. Intellectual Property Rights
       1. Grant of License By You. You grant to Freevo a royalty free, perpetual and license to use Merchant IP in connection with the operation of the Program.
       2. Reservation By Freevo. Freevo owns all Freevo IP. Except with the prior express written consent of Freevo, you may not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare any Freevo IP or any portion thereof, or use any Freevo IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution.
   12. Your Representations and Warranties

       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

   13. Indemnification
       1. To the extent allowed under applicable law, you will defend, indemnify and hold Freevo, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses arising out of or relating to any of the following (each, a "Claim"): (a) your actual or alleged breach of this Agreement or any of the representations and warranties made herein; (b) any Claim for tax obligations arising from your issuance or redemption of a Coupon; (c) any Claim arising out of the quality, composition or other characteristic of your Goods or Services; (d) any Claim arising out of your violation of law or regulation governing the use, sale, and distribution of your Goods or Services; (e) any claim by a purchaser or anyone else arising out of or relating to your Goods or Services, including but not limited to, any Claims for false advertising, product defects, personal injury, death, or property damages; (g) any claim arising out of yours misuse or mishandling of Consumer Data, or any violation of an applicable data privacy or security law or policy; (h) any claim arising out of your negligence, fraud or willful misconduct; or (i) any Claim (including, but not limited to, one alleging infringement) arising out of or associated with the Merchant Intellectual Property.
       2. Freevo shall have the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between you and Freevo. Your duty to defend and indemnify Freevo includes the duty to pay Freevo's reasonable attorneys' fees and costs, including any expert fees.
   14. Confidentiality
       1. In the course of your participation in the Program, you may become privy to Freevo's confidential and proprietary information ("Confidential Information"), including, but not limited to, the content of these Terms and Conditions, trade secrets, pricing and customer lists. Except as provided in subparagraph 13 b. below, you may not disclose Confidential Information to any party.
       2. Provided you have taken all reasonable steps to preserve its confidential nature, you may disclose Confidential Information:
          1. To your employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis; or
          2. As required by applicable court rules, public records and other law.
       3. In the event of wrongful disclosure of Confidential Information, Freevo shall be entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).
   15. Limitation of Liability
       1. NEITHER PARTY WILL BE LIABLE OR OBLIGATED TO THE OTHER FOR ANY LOST PROFITS, LOST BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.
       2. FREEVO'S SOLE AND COMPLETE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF ANY COUPONS OR VOUCHERS IS LIMITED TO THE AMOUNT OF VOUCHER FEES PAID BY YOU DURING THE PRECEDING SIX (6) MONTHS AFTER FINAL CALCULATION AND RECONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.
       3. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
       4. FREEVO DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE COUPONS ARE ERROR-FREE, OR THAT ANY MERCHANT OFFERING OR MERCHANT PROMOTION WILL RESULT IN ANY INCREASE IN REVENUE OR PROFIT BY YOU.
   16. Dispute Resolution
       1. All disputes arising out of, or relating in any way to this Agreement, shall be resolved pursuant to this Section 16.
       2. Binding Arbitration

          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
          1. You and Freevo agree that the Federal Arbitration Act, the AAA rules, applicable federal law and the laws of the State of Pennsylvania, without regard to principles of conflicts of law, will govern this Agreement and any Disputes
          2. YOU AND FREEVO MERCHANT EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY
   17. Injunctive Relief/Attorneys' Fees

       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.

   18. Assignment
       1. You may not transfer, assign or delegate your rights or obligations under this Agreement, whether by operation of law or otherwise, without Freevo's express written consent, which may be withheld by Freevo for any reason in its discretion
       2. Without prior notice to or consent from you, Freevo may assign its rights and delegate its obligations under this Agreement to a present or future affiliate or in interest (by merger or otherwise) or by operation of law.
   19. Miscellaneous
       1. 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.
       2. 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.
       3. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.
       4. You agree that Freevo and any third party authorized by Freevo may contact you via postal mail or the e-mail address you provide in connection with registration of your Account in connection with good, services or products Freevo or such third party believes may be of interest to you. Freevo may also solicit your opinion from time to time for market research and quality assurance purposes.
   20. Acknowledgment and Acceptance

       By completing your registration on the Site, you, the named Merchant acknowledge and agree to the terms and conditions set forth in this Agreement.

       
       
       
       Freevo Merchant Agreement v1. Effective August 21, 2016

Please ensure that you read the following Terms and Conditions of Use carefully.
By accessing through any desktop, mobile or hand held computer, tablet, smartphone or other device, and using the Merchant Site(s) (as defined below) and any service provided through the Merchant Sites, you agree that these Terms of Use ("Terms of Use") are a legally binding agreement between Roccabella Holdings, LLC, a Delaware Limited Liability Company, which does business as Freevo ("Freevo", "we", "us", "our") and you, a current or prospective Freevo Merchant.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, IMMEDIATELY STOP - DO NOT ACCESS EITHER OF THE MERCHANT SITES (IDENTIFIED BELOW) AND DO NOT USE ANY SERVICE OFFERED THROUGH THOSE SITES.

1. DEFINITION
   • "ACCOUNT" - A Freevo Merchant account.
   • "APPLICATION" - the proprietary software application developed and owned by Freevo that is installed on a Consumer's Device and which is the sole means by which he or she may participate in Merchant Offerings.
   • "BUSINESS DAY" - any day other than a Sunday or legal holiday in the location provided by you in connection with the registration of your Account.
   • "CONSUMER" - a natural person who (i) installs the Application on his or her Device; and (ii) accesses the Application in order to obtain one or more Merchant Offerings for his or her personal use or consumption.
   • "CONSUMER DATA" - all personally identifiable, nonpublic information about a Consumer generated or collected through the Platform by Freevo or you, including, but not limited to, email addresses, phone numbers, purchase preferences and tendencies, and financial transaction data.
   • "CONSUMER SITE" - any website or electronic application for platform including but not limited to the Apple or Android App Stores, through which a Consumer may (I) installs the Application on his or her Device; and (ii) access the Application in order to obtain one or more Merchant Offerings for his or her personal use or consumption.
   • "COUPON" - an electronic image appearing on a Consumer's Device, which must be displayed by the Consumer to you in order to participate in a Merchant Offering.
   • "DEVICE" - a Consumer's mobile phone, tablet or similar mobile electronic communication device.
   • "FREEVO INTELLECTUAL PROPERTY" - all interest in and to the Platform, Consumer Data, Freevo trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Platform, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Freevo or at Freevo's direction, and any materials, software, technology or tools used or provided by Freevo to promote and conduct its business.
   • "GOODS" - merchandise offered by you to Consumers for free or at a discount as part of a Merchant Offering.
   • "MERCHANT" - a retail provider of Goods or Services.
   • "MERCHANT AGREEMENT" - the agreement governing, among other things, the terms and conditions of your participation in the Program. The current version of the Merchant Agreement is located https://live.freevo-app.com/store/auth/terms_of_user
   • "MERCHANT OFFERING" - the free or discounted Goods and/or Services, offered by you through the Platform to Consumers in exchange for a Coupon.
   • "MERCHANT PROMOTION" - a promotion created by you utilizing the Platform.
   • "MERCHANT SITES" - the websites currently located at the following urls, and any replacement or successor website(s):
     www.freevo-app.com
     http://live.freevo-app.com
   • "PLATFORM" - the proprietary technology platform developed by Freevo through which the Program operates.
   • "PROGRAM" - the promotional program through which you may, by accessing the Platform, create Merchant Promotions and create and redeem Merchant Offers.
   • "SERVICES" - personal services offered by you to Consumers for free or at a discount as part of a Merchant Offering
   • "VOUCHER" - an electronic credit purchased from Freevo by you.
2. APPLICABILITY OF THESE TERMS OF USE

   THESE TERMS OF USE ARE IN ADDITION TO ANY OTHER AGREEMENT(S) BETWEEN YOU AND FREEVO. IN THE EVENT OF CONFLICT BETWEEN THESE TERMS OF USE AND SUCH AGREEMENT(S), THE OTHER AGREEMENT(S) WILL CONTROL.

   These Terms of Use govern the use of the Merchant Sites only. Freevo maintains the Consumer Site for the purpose of permitting Consumers to download the Application and to otherwise promote to Consumers the availability of the Program. The Consumer Site is subject to separate terms of use not applicable to the Merchant Sites.

   You may access the Merchant Sites only for the following purposes:

   • www.freevo-app.com: to access information regarding the Program
   • www.live.freevo-app.com: to (i) register on the Platform in order to participate in and manage the Program; and (ii) purchase Vouchers.
3. YOUR PROMISES AND OBLIGATIONS

   You represent and warrant to us that:

   • Anyone using or accessing the Merchant Sites has authority to do so and to create a binding legal obligation.
   • You will at all times use the Merchant Sites in accordance with these Terms of Use.
   • You will safeguard your user name and password and will be solely responsible for the use of your Account by anyone you allow to access it.
   • You own or have the legal right to use any and all information you submit to the Merchant Sites, and that all such information is accurate, true, current and complete.

   You agree not to engage in any illegal, abusive or otherwise inappropriate behavior while using the Merchant Sites, including, but not necessarily limited to:

   • Purposely submitting to us or the Merchant Sites any inaccurate information,
   • Committing fraud or falsifying information;
   • Attempting to, or actually accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;
   • Scanning, testing or attempting to scan or test the security or configuration of the Merchant Sites;
   • Tampering or interfering with the proper functioning of any part, page or area of the Merchant Sites;
   • Attempting to interfere with or compromise the operation of the Merchant Sites or service to any user in any manner, including, by means of introducing any virus, Trojan Horse or other malware to the Merchant Sites, or by deliberately overloading, the Merchant Sites;
   • Knowingly permitting anyone other than your authorized employees or agents to access the Merchant Sites;
   • Knowingly soliciting other Freevo Merchants or other business partners of Freevo to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with the Program;
   • Using any other person's customer or merchant information for any purpose, including, but not limited to, marketing, without such person's express consent;
   • Offering Coupons or Vouchers for resale, or for speculative, false, fraudulent or any other purpose not expressly permitted by the Merchant Agreement;
   • Accessing, monitoring or copying any content or information from the Merchant Sites using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
   • Taking any action that places an unreasonable demand on our servers or other portion of our infrastructure (as determined in our sole discretion) supporting the Merchant Sites;
   • Aggregating any Content with material from other websites or other sources without our express written permission.
   • Deep-linking to any portion of the Merchant Sites without our express written permission;
   • Acting illegally or maliciously against the business interests or reputation of Company, other Merchants or our services; or
   • Hyperlinking to the Merchant Sites from any other website without our written consent.
4. INTERRUPTIONS IN SERVICE

   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.

5. DATA SECURITY

   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.

6. MODIFICATION OF THESE TERMS OF USE

   We may discontinue or modify any part of these Terms of Use as we deem necessary or desirable. Any changes to these Terms of Use will be effective upon our posting of notice of the changes on the Merchant Sites, provided that. Your use of the Merchant Sites following any change in these Terms of Use will represent your acceptance of the modified Terms of Use. We also reserve the right to change or discontinue any aspect or feature of our services or the Merchant Sites including, but not limited to, requirements for access or use.

7. FREEVO'S INTELLECTUAL PROPERTY RIGHTS

   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.

8. THIRD PARTY INTELLECTUAL PROPERTY RIGHTS

   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.

9. UNSOLICITED MATERIALS

   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:

   • We will have no obligation to review, acknowledge, retain or return such materials or treat them as confidential; and
   • We may retain, use and/or redistribute such materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you.
10. DISCLAIMER OF WARRANTIES

    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:

    • THAT USE OF THE SITES WILL BE UNINTERRUPTED OR ERROR FREE;
    • THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITES
    • THE ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICES ON THE SITES

    WITHOUT LIMITING THE FOREGOING, FREEVO EXPRESSLY DISCLAIMS ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

11. LIMITATION OF LIABILITY

    IN NO EVENT SHALL FREEVO, ITS SUBSIDIARIES, AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITES, THE CONTENT, STATEMENTS AND OTHER INFORMATION CONTAINED THEREIN, THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITES OR THESE TERMS OF USE

12. COOKIES AND OTHER TRACKING DEVICES

    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.

13. THIRD PARTY WEBSITES

    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.

14. TESTIMONIALS

    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.

15. INDEMNIFICATION, HOLD HARMLESS AND RELEASE

    You agree to defend (through competent counsel reasonably acceptable to Freevo), indemnify and hold harmless Freevo, its subsidiaries, affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including court costs and attorneys' fees, arising out of or related to any use of the Site in violation of these Terms of Use. You are solely responsible for your interactions with your customers and other users of the Merchant Sites. To the extent permitted under applicable laws, and without limitation, you hereby release Freevo from any and all claims or liability related to:

    Any violation of these Terms of Use;

    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.

16. CHOICE OF LAW

    Any disputes arising out of or related to these Terms of Use and/or any use by you of the Merchant Sites shall be governed by the internal laws of the State of Pennsylvania, without regard to its choice of law rules and without regard to conflicts of laws principles.

17. MISCELLANEOUS PROVISIONS
    • No waiver by Freevo of any breach or default or failure to exercise any right contained in these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights.
    • The section headings used herein are for convenience only and shall be of no legal force or effect.
    • If a court of competent jurisdiction holds any provision of these Terms of Use invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining portions of these Terms of Use shall continue in full force and effect.
    • The provisions of these Terms of Use apply equally to and are for the benefit of Freevo, its subsidiaries, affiliates and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf. Freevo will not be liable for any default or delay in the performance of its obligations under these Terms of Use due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond Freevo's reasonable control.
    • You may not assign your rights under these Terms of Use to any third party without our prior written consent, which shall not be unreasonably withheld. For purposes of this provision, if you are not an individual, a change your ownership or control is considered an assignment. Freevo may assign its rights or delegate its obligations under these Terms to any affiliate, subsidiary or successor.