Privacy policy

SWEEPSTOUCH MERCHANT TERMS AND CONDITIONS Effective Date 01/10/20 These Terms and Conditions (the "Terms and Conditions") govern and are incorporated in the Agreement between Sweepstouch and Merchant (collectively, the “Agreement”). Sweepstouch can modify the Terms and Conditions in its sole discretion and at any time,subject to the provisions of this paragraph. The most recent version of the Terms and Conditions (as they may be modified by Sweepstouch from time to time) available on our website Sweepstouch.com on the terms and conditions page Merchant agrees that any of these method notifications constitutes a adequate notification to the Merchant further agrees to be bound by any type of modifications to the Terms and Conditions on said notification. DEFINITIONS: “GOVERNING LAW” means any applicable local, state, or federal laws, statutes, rule, regulation or order. "AMOUNT PAID" means the amount paid by a buyer for each Coupon,as set forth in the Sweepstouch Merchant Agreement. "FINE PRINT" means the conditions and restrictions relating to the exchange of the coupon andthe Merchant Offer indicated on the Website and the Coupon. "COMPLETE OFFER VALUE" means the real, without discounting the value of the Merchant of Offer . "MAXIMUM NUMBER OF Vouchers" means the maximum number of Sweepstouch vouchers is authorized to manage the sale of the Merchant's name. “OFFER Merchant” means the offer provided by the Merchant in connection with the case described in the Sweepstouch Merchant Agreement on the date (s) established successively in the Sweepstouch Merchant Agreement Date (s) “) at the established headquarters (s) successively in the Sweepstouch Merchant Agreement ("place") stated on the voucher. The coupon must be redeemable for: (a) applicable ticket (s) Event Date (s), as a set successively in the Sweepstouch Merchant Agreement, and (b) if I play back in the Sweepstouch Merchant Agreement, certain merchandise, concessions and / or other products, services and experiences, offered, sold and fulfilled by Merchant or a third party of Merchant (as defined in this document). "PROMOTIONAL VALUE" means the complete offer of value less than the amount paid out . “REMITTANCES AMOUNT” means the amount Sweepstouch must remit to the Merchant for each voucher, subject to payment terms. "TAX EXCHANGE" means any and all sales, use, diversion, excise duties, generally GST, or other similar taxes. 1. COUPON PROGRAM AND COMMERCIAL OFFER to . Sweepstouch is authorized to promote and sell vouchers in Merchant's name subject to the terms of this Agreement and the 'Conditions of Sale' and 'Policy' of the website (collectively, the 'Online Terms'). The coupon evidences the Merchant's offer and it will be sent to the purchaser electronically once payment is received. The buyer You will then have to redeem the voucher with the Merchant by presenting the voucher in the form electronic or paper. The Merchant is the issuer of the coupons and the seller of the offer commercial. If there is a conflict between this Agreement and the Online Terms, this will control the Agreement. b. Sweepstouch is authorized to promote and sell Vouchers on behalf of the Merchant to through any platform, including its offer of functions of the day, affiliates, network of business partners, market or referral network. . Vouchers can be offered to all or part of Sweepstouch's base subscriber or its base or referral subscriber affiliate of the network and segmented by different variables including gender, age, location, and consumption preferences. Features can be offered through a variety of channel distribution, including the Internet, the website, affiliates websites, business network partner, email, phone applications, other types of electronic offers and other platforms or distribution of proprietary channels, controlled, and / or operated by Sweepstouch, its affiliates or business partners. c. Sweepstouch is authorized to promote and sell up to the maximum number of vouchers in one or more markets and on the established dates. d. Sweepstouch reserves the continuing right to, at any time and for any reason or circumstance, at its sole discretion: (i) reject, review or interrupt any Commercial offer; (ii) terminate the Commercial Offer and / or remove all references to the Commercial offer and the Website Coupon; and / or (iii) redirect or remove any URL used in connection with the Commercial Offer. e. The Merchant will honor the Coupons for the corresponding Commercial Offer and allow that valid Coupons are redeemed, as applicable. In the event that the Merchant reasonably believe that a Coupon was obtained in an unauthorized or illegal manner, the Merchant will contact Sweepstouch immediately and explain the circumstances and will cooperate in good faith to resolve the matter. f. The Merchant agrees that by providing the Commercial Offer, the Merchant will not inflate prices or values, nor will it impose additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms established in the Coupon, including the small letter. Unless stated in fine print, the Merchant agrees in addition to not imposing different terms or a different cancellation policy than the one it is imposed on its customers who do not belong to Sweepstouch. g. The Merchant is responsible for all services provided to customers in relation with the Commercial Offer and to supply all the goods, services and experiences established in the Commercial Offer. The Merchant is also responsible for customer loyalty programs associated with the commercial offer. h. If the Merchant subcontracts or delegates the fulfillment of any of its obligations under this Agreement to any third party (each of them a "Third Party Merchant"), the Merchant will remain solely responsible for all their obligations, including financial, under this Agreement and the Merchant will be responsible for all acts and omissions of said external Merchant. The Merchant will require Third Party Merchants to comply with all restrictions and obligations applicable to the Merchant under this Agreement, and the Merchant shall be the sole responsible for its financial and contractual relationship with the Third Party Merchants. 2. NON-COMPLIANCE; CLAWBACK .. to . If the offer is canceled for any reason, (i) the Merchant will immediately notify Sweepstouch of said cancellation, (ii) without limiting any other right or remedy than Sweepstouch may have under this Agreement, the Merchant will not be entitled to any payment in hereby and the Merchant will reimburse Sweepstouch for all amounts that the Merchant has previously received from Sweepstouch (if applicable) in connection with the Commercial offer within ten (10) days after the cancellation or receipt of thePromotion cancellation notice, and (iii) the Merchant will comply with and assist Sweepstouch to comply with the Online Terms applicable to any repair and resolution that Sweepstouch deems it appropriate in relation to such cancellation. b. Without limiting any other rights or remedies that Sweepstouch may have under this Agreement, the Merchant will not be entitled to any payment hereunder, and the Merchant will refund all amounts previously received from Sweepstouch, in relation to any amounts Sweepstouch remits to buyers requesting refunds that arise from or are related to any of the following: (i) negligence or bad conduct of the Merchant or a Sub-Merchant, or (ii) The imposition of the Merchant or any Sub-Merchant of any restriction on the redemption of the Voucher or the use of Coupons not specified here. 3. PAYMENT to . Amounts withheld by Sweepstouch from the Offering Merchant funds are Sweepstouch's compensation for the marketing, promotion, and advertising of the Merchant Offer and distribution of vouchers on behalf of the Merchant. Merchants shall conserve remittance amount of trust for the benefit of Sweepstouch 's buyers they carry out without redeeming vouchers until after the applicable date. The Merchant must ensure that the funds received in advance of a voucher's redemption and fulfillment of the Offer are available to be returned to buyers in any time if the merchant is unable or unwilling to redeem said Vouchers in accordance with the terms of this Agreement and Applicable Law. b. Sweepstouch is authorized to initiate transaction credit ACH tickets to the Merchant's depositary account in the financial depositary institution named in this Agreement or as otherwise provided to Sweepstouch by Merchant in writing (“Account Merchant's bank “). Only in the event of an error, Sweepstouch is authorized to start debit entry adjustments to the business bank account to correct any errors. Merchant acknowledges that Sweepstouch 's originates all ACH transactions at the Merchant's Bank account must comply with the provisions of US Law. ACH Payments take up to five (5) business days to become available in the account Merchant's bank after processing. c. Tax collection. In the event that Sweepstouch receives a notification by writing of a validly issued state or federal tax lien in connection with past due taxes owed by the Merchant, Sweepstouch may, in accordance with the Applicable Law, deduct said amounts from payments owed to the Merchant. d. General taxes. It is the Merchant's responsibility to determine what taxes, if any There are, they are applied to the payments made or received by the Merchant, including Taxes on transactions, and it is the Merchant's responsibility to collect, report and remit the correct tax to the corresponding tax authority. Unless stated expressly in this document, Sweepstouch is not responsible for determining whether Taxes apply to the Merchant's transaction with buyers or Sweepstouch, nor to any collect, report or remit any tax arising from any transaction with or by the merchant and the buyer. The Merchant may be required to provide Sweepstouch a valid tax identification number for tax reporting purposes. An IRS Form 1099 may be issued in the Merchant's name for the value of the payments made. Without prejudice to anything else in this Agreement, the Merchant will be responsible for paying any and all taxes related to the Offer or the Merchant's goods, services and experiences, including Taxes about transactions. e. Transaction taxes; 1. Commercial offer. The Merchant will be, and will continue being, registered for the collection of any Transaction Tax in all states and localities in which the Merchant must be registered. The Merchant is the Solely financially responsible for transaction taxes and penalties for interests and related additions. 2. Sweepstouch Services. Certain Jurisdictions may require Sweepstouch to collect and remit taxes on transactions on the marketing and service fees that Sweepstouch retains for the Sweepstouch services. The Merchant is solely financially responsible for Taxes on transactions imposed or derived from the services provided by Sweepstouch under this Agreement and any interest penalties and additions related to the same. Sweepstouch will apply the applicable Transaction Taxes, if any, to the amounts that Sweepstouch withholds and / or other fees remitted to Sweepstouch pursuant to with this Agreement. These transaction taxes will be calculated using the billing address of the merchant and will be included in the invoices to the merchant. The cups Tax rates are subject to change. If applicable, transaction taxes are will be calculated at the time of each payment using the rates in force according to the law current applicable. f. Withholding tax. Tax authorities can require Sweepstouch to withhold taxes on behalf of the Merchant. Sweepstouch reserves the right to deduct said taxes on the amounts owed to the Merchant and remit them to the tax authority correspondent. Sweepstouch can also be requested to report payments for withholding of taxes to the tax authorities. Sweepstouch will provide evidence of the payment of tax withholdings to the Merchant no later than 60 days after payment of tax withholdings. g. Despite everything to the contrary, Sweepstouch itself has no obligation to advance amounts that have been paid to Sweepstouch by a buyer until the Merchant has fulfilled the Merchant's obligations under this Agreement. If Sweepstouch You reasonably believe that the Merchant has violated any provision of this Agreement, Sweepstouch may offset, delay, conceal, or suspend future payments to the Merchant, on Sweepstouch 'at its sole discretion. In addition, if the merchant is unwilling to, bring carrying out its obligations under this Agreement, Sweepstouch is authorized to compensate, delay, conceal, or suspend future payments to the merchant under this Agreement or by law, to ensure payment of the Merchant for any refund and / or other amounts payable by the Merchant under this Agreement. 4. CUSTOMER DATA RESTRICTIONS to . "Customer data" means all identifiable information about buyers generated or collected by Sweepstouch or the Merchant, including the names of the buyers, shipping addresses, email addresses, numbers phone numbers, buyer preferences and trends, and transaction data financial b. The Merchant will use the Customer Data only to fulfill its obligations to exchange in connection with the Commercial Offer as authorized by this Agreement. The merchant expressly accepts that customer data will be used only for this end (including the exchange of coupons and the provision of goods, services and experiences to buyers), and not to improve a file or list owned by the Merchant or a third. The Merchant declares, guarantees and undertakes that it will not allow, nor will that no Third Party resell, broker, or otherwise disclose Customer Data to any third party, in whole or in part, for any purpose, unless otherwise required by Applicable Law. . If the Merchant hires a third party, to facilitate its exchange obligations hereunder, the Merchant will ensure that said third party implements and comply with reasonable security measures in the handling of Customer Data. If the merchant or a third party hired by it collects directly the customer data to facilitate their exchange obligations under the present, the Merchant will ensure that he or such third party adopts, publishes and processes customer data in accordance with your published privacy policy and the law applicable. . c. Whenever the Merchant, and any third party hired by it, uses the Data of the Client in accordance with Applicable Law and the privacy policy published by the Merchant, the restrictions set forth in this Agreement on the use of Customer Data Customer by the merchant do not apply to: (i) the data of any buyer who is already customer of the merchant before the Effective Date, if said data was provided to the Merchant by such buyer regardless of this Agreement or from any transaction below; or (ii) data provided by a buyer directly to the Merchant who becomes your customer in relation to said buyer who explicitly chooses to receive communications from the Merchant. d. The Merchant will immediately notify Sweepstouch if it becomes aware of or suspects any unauthorized access or use of Customer Data or any information confidentiality of Sweepstouch, and will cooperate with Sweepstouch in the investigation of such infringement and the mitigation of any damage. The Merchant will assume all associated expenses incurred by Sweepstouch to comply with Applicable Law (including any law of violation data) or arising from any unauthorized access or acquisition of Data from the Customer as long as said data is in reasonable possession of the Merchant or any third party hired by him. Upon termination or expiration of this Agreement, the Merchant, In accordance with these Sweepstouch instructions, you will destroy or return to Sweepstouch all Customer data that are in the possession of the Merchant or any agent of the merchant. 5. PROMOTIONAL PROGRAMS In an effort to incentivize Coupon sales, the Merchant authorizes Sweepstouch, in at any time and at its sole discretion, to increase or decrease the Amount Paid for the Merchant Offer (any such effort, "Promotional Program (s)"). For For each Coupon sold as part of a Promotional Program, the Net Amount of Remittance can be adjusted by an amount equal to the percentage of increase or decrease in the Amount Paid ("Promotional Adjustment"), provided that any decrease in Net Amount of Remittance is not to exceed (i) twenty percent (20%) of the Net Amount of the Remittance, or (ii) if applicable, the maximum Promotional Adjustment specified in section "Payment Terms" of the Sweepstouch Commercial Agreement. Promotional programs include the following: to . Promotional Codes - A “promotional code” is a code that buyers can use, in Sweepstouch to receive a discount on the amount paid for the Offer of a Merchant. b. Price optimization: "Price optimization" is any change (excluding promotional codes) in the amount paid for a commercial offer. 6. TERM AND TERMINATION This Agreement will remain in effect until terminated by either party to pursuant to this Section ("Term"). Sweepstouch may terminate this Agreement, at any time and for any reason, by written notification to the Merchant. The Merchant may terminate this Agreement in at least seven (7) business days prior to in writing prior notice to Sweepstouch. Termination of this Agreement in any way the Merchant will be affected by its obligation to redeem any voucher or any buyer right, or use of your coupon (s) in accordance with the terms of this Agreement. Provisions of this Agreement that are intended to survive termination are it will continue in full force and effect after the term. 7. COMPLIANCE WITH APPLICABLE LAW The Merchant will ensure that the terms of the commercial offer, any letter small business and the activities of the Merchant and any external Merchant in connection with the commercial offer, including the exchange of the Merchant and any external Merchant of the coupons and the offer, Comply with the terms and conditions of the Coupons asset forth on the website, including the Online Terms, and with each and every applicable laws governing Coupons issued pursuant to this Agreement. The merchant is solely responsible for compliance with any applicable law. The Merchant will be the legal owner of any unclaimed property arising from the Offer Commercial, if applicable. Upon a written request from the Merchant, but only when necessary, Sweepstouch will provide the Merchant with information in Sweepstouch's possession that the Merchant needs to fulfill its obligations under this Agreement. The Merchant agrees that regardless of the payment terms, the Merchant, and not Sweepstouch, maintains any obligation for the Coupons not redeemed according to the laws of Abandoned or unclaimed property applicable. 8. MARKETING Sweepstouch and its business partners may communicate with the Merchant regarding products, promotions and other services that may be of interest to the merchant. This can include email or other communications. Sweepstouch can also request the opinion of the merchant for market research purposes. 9. INTELLECTUAL PROPERTY RIGHTS to. The Merchant grants Sweepstouch a non-exclusive, worldwide, royalty-free license, paid, perpetual, irrevocable, transferable and sublicensable and the right to use, modify, reproduce, sublicense, publicly display, distribute, transmit, publish and publicly perform: (a) the name of the merchant, logos, trademarks, brands service, domain names and any audiovisual content, video recordings, audio recordings, photos, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized, or approved for use by the Merchant (collectively, "Merchant's Intellectual Property"); and (b) the name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photos, graphics, illustrations, text and any other third-party content provided, specified, recommended, directed, authorized or approved for use by the Merchant (collectively, "Third Party IP"), in each case in connection with the promotion of the Commercial Offer and the distribution of Coupons in all media or formats now known or developed hereinafter ("License"). Any use of the property intellectual property of the Merchant or the intellectual property of third parties as contemplated in This agreement is at the sole discretion of Sweepstouch. b. The Merchant acknowledges and accepts that, between the parties, Sweepstouch owns all interests on and for the website, customer data, Sweepstouch trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through the website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Sweepstouch or under the Sweepstouch address, or assigned to Sweepstouch, and any materials, software, technology or tools used or provided by Sweepstouch to Promote, sell / resell (as applicable) or distribute the Commercial Offering and conduct your business in relationship with her (collectively, "Sweepstouch IP"). The Merchant will not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, transmit, place shift, transfer, copy, reproduce, download, change time, display, execute, modify or time sharing of Sweepstouch's intellectual property or any part of the itself, or use such Sweepstouch intellectual property as a component or a basis for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, unless Sweepstouch grants the Merchant a limited ownership, non-exclusive, revocable, non-transferable, non-sublicensable license during the Term to use a copy of the mobile business software application of Sweepstouch on a single mobile computer, tablet or other device, only for the purposes permitted by that software, and to make one copy of the software for backup-purposes. The Merchant will keep the Sweepstouch IP confidential and will not prepare any derivative works based on Sweepstouch's IP or will translate, engineer reverse, it will decompile or disassemble the Sweepstouch IP. The Merchant will not take any measure to challenge or challenge the validity of Sweepstouch's rights to the property intellectual property of Sweepstouch or the property or registration of Sweepstouch. Unless provided specifically in this Agreement, the Merchant and any third parties assisting the Merchant with their obligations under this Agreement, they are not authorized to use Sweepstouch IP in any medium without the prior written approval of an authorized representative of Sweepstouch. The Merchant will not include any trade name, trademark, trademark service, domain name, social media identifier of Sweepstouch or its affiliates, or any variant or spelling error thereof, in any trademark, domain name, email address, social network identifier, metadata or search. engine keyword. The Merchant will not use or display any Sweepstouch IP in a way that could reasonably imply a backup, relationship, affiliation or sponsorship between the Merchant or a third party and Sweepstouch. Sweepstouch se reserves all rights to Sweepstouch's intellectual property not granted expressly in this Agreement. c. If the Merchant provides Sweepstouch or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text or other information or content about a Sweepstouch product or service or otherwise in connection with it Agreement, any Sweepstouch IP or the Merchant's participation in the Offer or Coupon of the Merchant, (collectively, "Comments"), the Merchant irrevocably assigns to Sweepstouch all rights, titles and interests in and to such Comments. If that the previous assignment to Sweepstouch is invalid for any reason, the Merchant grants irrevocably to Sweepstouch and its affiliates a perpetual right and license, disbursed, royalty-free, non-exclusive, worldwide, irrevocable and freely transferable to (i) use, reproduce, perform, display and distribute Comments; (ii) adapt, modify, format and create derivative works of Comments for any purpose and sublicense the above rights to any other person or entity. The Merchant warrants that: (A) the feedback is original work of the Merchant, or that the Merchant obtained the feedback legally; and (B) the exercise of rights of Sweepstouch and its sublicensees under the above license will not violate the rights of any person or entity, including copyright. The Merchant You agree to provide Sweepstouch with assistance that Sweepstouch may need to document, perfect or maintain Sweepstouch's rights in and for the Comments. 10. REPRESENTATIONS AND WARRANTIES The Merchant declares and warrants that: (a) The Merchant has the right, the power and the authority to enter into this Agreement; (b) The Merchant, if required by Applicable Law, is registered for the purposes of collecting Transaction Tax in all jurisdictions in which the Merchant must be registered in connection with the Offer Commercial; (c) the Coupon, upon delivery by Sweepstouch, will be available for exchange of in accordance with its terms, and the Coupon or any ticket provided below, as applicable, it will be a valid ticket; (d) The Merchant will have in stock the Products and Services, as applicable, sufficient to meet your obligations exchange of Products and Services, as appropriate, in accordance with the terms of the Commercial Offer; (e) the terms and conditions of the Coupon, including discounts, u Other Products and Services offered under it, do not violate or will violate any Applicable Law, including any law or regulation governing the use, sale, and distribution of alcohol and any laws governing vouchers, gift cards, coupons and certificates of present; (f) The redemption of the Coupon by the Merchant will result in the provision in good faith of tickets, admission and Other Products and Services, as appropriate, by the Merchant to the buyer; (g) The Merchant owns all interests in and for the property intellectual property of the Merchant and has license rights in (with the right to sublicense Sweepstouch) the intellectual property of third parties, and has the right to license established in this agreement; (h) the Merchant's intellectual property and ownership intellectual property of third parties, the commercial offer, the use and promotion thereof by Sweepstouch, and the results of such commercial offers, will not infringe, dilute, appropriate improperly or violate in any other way, anywhere in the world, any patent, copyright, logo, trademark, service mark, name commercial, design rights or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and is not and will not be the the result of the misappropriation of any trade secret or the breach of any obligation of confidentiality with any person or entity; (i) ownership Merchant's intellectual property and third-party intellectual property does not include any material that is illegal, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any applicable law; (j) the Offer of Merchant, Coupons and any other advertising or promotion of the goods, services and Merchant experiences related to them, including the Other Products and Services, will not constitute false, misleading or unfair advertising or disparagement by virtue of no Applicable Law; (k) The Merchant and its employees, contractors and agents, including the Third Party Merchants, have received appropriate education and training and possess all required regulatory authorizations, licenses and certifications and updates related to any Commercial Offer to provide the goods or services related to the commercial Offer; (l) The commercial information of the Merchant and direct deposit details as provided in this Agreement, indicating where payments must be sent, they are accurate and the Merchant (or any third party beneficiary to who the Merchant has instructed Sweepstouch to send the payments) is the authorized entity to receive the funds. forwarded by Sweepstouch; (m) neither the Merchant nor any Third Party Merchant is authorized to resell, trade or otherwise disclose the Customer Data (as defined in this Agreement) to any third party, in whole or in party, for any purpose, and neither the Merchant nor any Third Party Merchant is authorized to copy or reproduce any customer information in order to exchange or verify the validity of the coupons in connection with this agreement; (n) the total value of the offer is and will be an accurate valuation of goods, services and / or experiences advertised in connection with the commercial offer (including tickets and admission to the event, and other products and services, if applicable) from the Effective Date of the Sweepstouch Merchant Agreement and neither the Merchant nor any Third Party Merchant has inflated or increasing the value of said goods, services and / or experiences represented here; and (or) the Merchant will not manipulate (and will ensure that no Third Party Merchant does not do) the prices in any other way that is unfair, misleading, misleading, or outside the normal course of business. 11. INDEMNITY To the extent permitted by Applicable Law, the Merchant undertakes to defend, indemnify and maintain Sweepstouch, its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against each and every one of the claims, lawsuits, investigations, penalties, damages, losses and expenses (including reasonable attorneys' fees and costs) arising out of or are relate to any of the following: (a) any breach or alleged breach by the Merchant or any Third Party Merchant of this Agreement, including representations and warranties made in this Agreement; (b) any claim for state sales, use, entertainment or similar tax obligations arising of the Commercial Offer or any Tax on Transactions; (c) any claim of any local, state, provincial, territorial or federal governmental entity by Coupons not exchanged or cash values ​not exchanged from Coupons or any other amount under any abandoned or unclaimed property or void law applicable, including any claim for penalties and interest; (d) any claim that arises from a violation of any Applicable Law by the Merchant or any Third Party Merchant or governing the Merchant's goods and / or services; (e) any claim arising out of the Merchant or any Third Party Merchant's violation of the law or regulations governing the use, sale or distribution of alcohol; (f) any claim of a buyer or any other person arising from or related to the goods, services and experiences provided by the Merchant or any Third Party Merchant (including, but not limited to, Products and Services, as applicable), including any claim for false advertising, product defects, personal injury, death or damage to property; (g) any claim by a buyer for the Amount Paid; (h) any claim arising from the collection, processing, storage, retention, use, disclosure or disposition of Customer Data by the Merchant or a Third Party Merchant, or any violation of an applicable privacy or data security law; and (i) any claim arising out of the negligence, fraud or willful misconduct of the Merchant or any Third Party Merchant. Sweepstouch reserves the right to control your own defense and to choose and appoint your own defense attorney, regardless of the presence or absence of a conflict of interest between Sweepstouch and the Merchant. The Merchant's duty to defend and indemnify Sweepstouch includes the duty to pay Reasonable fees and costs of Sweepstouch's attorneys, including attorney's fees 12. CONFIDENTIALITY The terms of the Commercial Offer described in this Agreement are confidential, and the Merchant agrees not to disclose the terms described in this Agreement to any party (except its employees, parent companies, shareholders, external Merchants, lawyers and accountants strictly). need to know or as required by records applicable public and other laws, if the Merchant has taken the necessary precautions of the type that is generally taken with confidential information to preserve the confidentiality of the information made available to said parties). In case of non-compliance, Sweepstouch is entitled to an injunction and a decree for a specific performance, and any other repairs permitted by Applicable Law (including monetary damages if applicable). 13. LIMITATION OF LIABILITY EXCEPT FOR THE COMPENSATION OBLIGATIONS OF THE Merchant HERE, IN IN NO EVENT IS ANY OF THE PARTIES LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR LOSS OF PROFITS, LOSS OF BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PERMITTED OR INDIRECT OF THE ACTION DIFFERENCE, WHETHER BY CONTRACT, TORT OR OTHERWISE EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN INFORMED WITH ANTICIPATION. Sweepstouch'S SOLE AND COMPLETE LIABILITY TO THE Merchant OR ANY THIRD PARTY Merchant FOR ANY CLAIM THAT ARISING FROM OR RELATED TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR TRANSFER OF ANY VALUE IS LIMITED TO THE AMOUNT OF THE RATES RETAINED BY THE GROUP HERE (6) MONTHS AFTER FINAL CALCULATION AND SETTLEMENT OF ALL REFUNDS. THIS LIMITATION OF LIABILITY IT IS APPLIED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING FAILURE OF ANY LIMITED REMEDY. IN ADDITION, ANY CLAIM BY OR IN NAME OF A MERCHANT IN RELATION TO ANY PAYMENT MADE BY Sweepstouch, INCLUDING CLAIMS ARISING THAT A MERCHANT DID NOT PAY, MUST BE MADE IN WRITING TO Sweepstouch WITHIN NINETY (90) DAYS TO STARTING FROM THE PAYMENT DATE. IN QUESTION. ALL CLAIMS THAT I DON'T KNOW DOING IN ACCORDANCE WITH THE ABOVE WILL BE CONSIDERED RESIGNED, RELEASED AND DOWNLOADED BY THE MERCHANT. 14. DISPUTE RESOLUTION to. Binding arbitration EXCEPT AS SPECIFICALLY STATED HERE, ANY DISPUTE OR CLAIM BETWEEN THE MERCHANT AND THE GROUP THAT ARISES OR IS RELATIONSHIP IN ANY WAY WITH THIS AGREEMENT ("DISPUTES'') WILL BE RESOLVED EXCLUSIVELY BY FINAL BINDING ARBITRATION. BY VIRTUE OF THE AGREEMENT IN THIS SECTION 14 OF ARBITRATING, THE MERCHANT AND Sweepstouch ARE EACH HAVING THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY (EXCEPT AS SET FORTH IN THIS SECTION 14). The provisions of this Section 14 shall constitute the Merchant's written agreement and Sweepstouch to arbitrate Disputes under the Federal Arbitration Law. The arbitration will be administered by the American Arbitration Association ("AAA") and will be conducted before a single arbitrator in accordance with 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, will apply Applicable Law and facts, and issue a reasoned award. To start an arbitration procedure, the Merchant of WINSTAR must comply with the limitation provision set forth in Section 13 and present the Dispute by means of a demand for arbitration as detailed in http://www.adr.org. If the Merchant demands arbitration, he must simultaneously send a copy of the completed complaint to the following address: 66 John Street Brooklyn, NY 11201. If Sweepstouch demands arbitration, it will simultaneously send a copy of the demand complete to the merchant's registered address. Payment of all fees presentation, administration and arbitration will be governed by the rules of the AAA. Sweepstouch will refund the fees for Disputes totaling less than $ 10,000 if the Merchant is the party that prevails in said arbitration. Sweepstouch will not look for fees and costs of attorneys in arbitration unless the arbitrator determines that a commercial dispute is frivolous. The arbitration will be conducted on the basis of written submissions unless the Merchant requests it and / or the arbitrator determines that a hearing is necessary by phone or in person. If the arbitrator grants the request or determines that it is necessary for an in-person hearing, the hearing will be held in New York, unless the arbitrator determines or Sweepstouch agrees that the matter should continue in the Merchant County's main place of business. b. Share Class Waiver EACH PART OF AGREEMENT THAT YOU MUST BRING ANY DISPUTE AGAINST THE OTHER PARTY IN ITS PERSON CAPACITY AND NOT AS A CLAIMANT OR CLASS OF MEMBER IN ANY COURSE OF CLASS, CONTINUING REPRESENTATIVE OR AS AN ASSOCIATION. IN ADDITION, EACH PARTY AGREES THAT DIFFERENCES WILL BE ARBITRATED ONLY IN A BASE INDIVIDUAL, AND NOT IN A CLASS, CONSOLIDATED OR ACTION REPRESENTATIVE. THE REFEREE DOES DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS. c. Choice of Law/and Trial Jury If for any reason a Dispute advances in the court: (i) Merchant and Sweepstouch agree that any example of Disputes can only be instituted in a state or federal court of New York, the county, New York; (ii) the Merchant and Sweepstouch irrevocably consent and submit to the exclusive personal jurisdiction and place of said courts for the resolution of said Disputes; (iii) Merchant and Sweepstouch agree that the Federal Arbitration Law, the AAA rules, applicable federal law and the laws of the State of Illinois, without which refers to the principles of conflicts of law, this Agreement and any disputes; and (iv) MERCHANT AND Sweepstouch AGREE WITH WAIVER OF ANY RIGHT TO TEST BY JURY. d. By court order Relief / Lawyers' Rates Notwithstanding nothing to the contrary in this Agreement, either party can wear a court suit in search of a court order or other equitable relief arising out of or in connection with claims that the other Part conduct may cause the other irreparable injury. In the case of Sweepstouch it prevails in any Dispute, subject to any exceptions in this Section 14, Merchant shall pay Sweepstouch all reasonable attorneys' fees and costs incurred by Sweepstouch in connection with any Dispute. 15. OTHER to . The parties are independent contractors. Nothing in this Agreement is to be interpreted to create a joint venture, association, franchise, or agency of the relationship between the parties. Neither of the parties have the authority, without prior approval by writing of the other. b. This Agreement constitutes the entire agreement between the parties with respect to your subject matter and replaces all previous or contemporary oral or written agreements relating to such subjects in question. c. The preceding headings of the text of the sections of this Agreement are for reference purposes only and shall not limit or otherwise affect the meaning of this Agreement. The singular number must include the plural and vice versa. Any use of the word "including" can be interpreted to mean " including, but not limited to, ”unless otherwise stated. References throughout this "Agreement" include exhibits and attachments, unless otherwise indicated. d. Merchant shall not transfer or assign its rights or obligations under this Agreement, either by operation of law or otherwise, without Sweepstouch's prior in writing its consent . Any resignation must be in writing and signed by a signatory authorized by Sweepstouch. Sweepstouch is authorized to transfer or assign this Agreement to a present or future affiliate or by virtue of a merger, consolidation, reorganization or sale of all or substantially all of the assets or businesses, or by the operation of the law, and without prior notice to the Merchant. e. If any provision of this Agreement is to be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement will not be affected. f. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY DOES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A DETERMINED PURPOSE OR NOT - INFRINGEMENT. Average DOES Savings DOES NOT GUARANTEE OR WARRANTY THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR - FREE, THAT THE BONUSES ARE ERROR - FREE, OR THAT ANY OFFERING MERCHANT WILL RESULT IN ANY INCOME OR EARNINGS FOR Merchant.