Merchant/Partner Terms of Service on the Waypointer Platform
Waypointer Ventures LLC, including its affiliates and subsidiaries (collectively, “Waypointer”) is committed to operating ethically, with integrity and in compliance with all applicable laws. We require you (you may be one of our merchants, suppliers, sponsor, agents, representatives, or other business partners), as well as your personnel (people such as your employees, directors, officers, agents, representatives, and subcontractors) to share in this commitment alongside our personnel.
Labor, Health, Safety, and the Environment
You and your personnel are obligated to:
- Strictly comply with all applicable labor, health, and safety laws and regulations in all markets in which you operate, at both the federal and local level, including any minimum wage and maximum working hours requirements.
- Prohibit unlawful discrimination or harassment in the workplace, which includes any behavior that creates an intimidating, unsafe or hostile environment.
- Provide your personnel with safe and healthy working conditions, including by offering emergency training and resources, practicing industrial hygiene, and enacting equipment safety initiatives, as appropriate.
- Conduct your operations in ways that are environmentally responsible, meet the appropriate level of environmental due diligence.
- Comply with all environmental laws, regulations, and standards to ensure a safe work environment for your personnel.
Gifts and Unfair Competition
You and your personnel shall:
- Comply with all applicable anti-corruption laws, which may include the U.S. Foreign Corrupt Practices Act, as well as any other applicable laws and regulations prohibiting public or commercial bribery, extortion, kickbacks, or other unlawful or improper means of conducting business.
- Comply with all applicable laws and regulations regarding fair competition and antitrust.
- Comply with all applicable import, export, customs, sanctions, embargoes, boycott and other trade compliance laws and regulations.
- Not directly or indirectly, give or receive (or authorize the giving or receiving) of anything of value (for example, money, gifts, favors, donations, meals, and entertainment, regardless of the amount) to secure an improper advantage, to induce anyone to improperly perform a function or duty, to reward anyone for the improper performance of a function or duty, or with the belief that the acceptance of the thing of value is improper.
- Not promise, give, or authorize the provision of “facilitating payments” to expedite or secure the performance of non-discretionary, routine governmental duties, even if permitted by applicable law.
- Not offer, promise, or give, gifts, hospitality and/or travel to government officials on Waypointer’s behalf for the purpose of improperly obtaining or retaining business or securing an improper business advantage.
- No offer, promotion or coupon may be offered by any Waypointer merchant partner who holds a manufacturing, wholesaler or retailer license or permit to give any rebate or coupon redeemable for the purchase or discount of alcohol products.
- Not use forced, involuntary, or child labor.
Confidentiality and Information Privacy
You and your personnel shall:
- Comply with all applicable data privacy laws and regulations when processing the personal or identifying information of anyone with whom you conduct business, which may include suppliers, customers, consumers, and employees.
- Strictly safeguard the data and information privacy of any personal information you receive from or through the Waypointer platform.
- Make reasonable and industry standard efforts to keep data secure and confidential at all times.
- Not share or disclose Waypointer’s intellectual property, confidential information, or any other proprietary information that you may acquire or have access to through your relationship with Waypointer or its affiliates. This includes, but is not limited to, information developed by you in connection with your engagement with Waypointer, and any information relating to Waypointer products, Waypointer customers, Waypointer Merchants, Waypointer personnel, pricing, costs, strategies, programs, processes, and practices. If you have executed a non-disclosure agreement with Waypointer, that agreement will super-cede this section.
Books and Records
You and your personnel shall:
- Cooperate fully with Waypointer in any government audits to the extent relevant and applicable to you
- Keep accurate books, accounts, and records for all transactions related to your business with Waypointer.
- Not use fictitious, inaccurate, or misleading documents to support transactions related to business with Waypointer.
- Not engage in false or misleading accounting practices, such as using undisclosed or unrecorded payments.
Placement on the Platform
Waypointer reserves the right to take into account the impact of a Merchant’s conduct on both the customer experience and the Waypointer brand when determining the Merchant’s prominence, participation in programs, trails, and contests, and/or availability on the Waypointer Platform. That conduct includes but is not limited to — granting waypointer patrons discounts and/or gifts in accordance with offerings submitted for display on Waypointer affiliated Apps,. Customer reviews/complaints submitted to Waypointer after making a verified visit to a merchant establishment, customer concerns regarding product quality or safety, and any other conduct that may violate our Partner Code of Conduct.
Waypointer may charge additional fees to access and use the Application. Waypointer may, at any point and in its discretion, elect to provide the Application free of charge and/or change fees it charges based on different levels of subscriptions.
In addition, there may be a “setup” fee charged by Waypointer for additional equipment (such as beacons or NFC tags) and promotional material (such as posters, t-shirts, additional signage, etc…).
Failure to Comply
Failure to comply with this Code of Conduct will be considered a breach of your contract with Waypointer, and may result in Waypointer terminating its business relationship with you immediately. To the extent your contract contradicts or supplements this Code of Conduct, the contract shall govern as it applies to that contradicting or supplemental provision.
(A) NO WARRANTIES.
Except as explicitly set forth herein, neither Waypointer, its affiliates or any of any such party’s equity holders, directors, officers, employees, agents, suppliers, licensors nor the like, makes any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Website or the Application will be error-free, (c) as to a minimum level of uptime for the Application or the Website, or (d) as to the results that may be obtained by You by entering into this Agreement and/or using the Application. You agree and acknowledge that the Application and Website are licensed and/or provided hereunder on an “as is” basis. In addition, You hereby agree and acknowledge that: (i) Waypointer shall not be responsible for any actions taken by any other party using the Application or reviewing any of Your Posted Information; (ii) Waypointer does not recommend or endorse any third parties hereunder, and makes no representations or warranties whatsoever regarding any such third party; (iii) Waypointer is not responsible for any other party’s compliance with applicable laws, rules or regulations; (iv) Waypointer’s services are administrative in nature and Waypointer is not responsible for ensuring that any third party honor any reward, loyalty or other obligations such third party may have towards You; (v) Waypointer shall not, under any set of circumstances, be responsible or liable for any content, text, photographs and/or other Posted Information, including any Posted Information which may violate applicable law and/or a third party’s intellectual property rights; and (vi) the Application and/or Website may not function properly or as intended at times.
(B) UNAVAILABILITY OF WEBSITE OR APPLICATION.
You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet, the Website and/or the Application. While it is Waypointer’s objective to make the Website and Application accessible at all times, the Website and/or Application may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Website or Application may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of the control of Waypointer, access to the Website and/or the Application may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, Waypointer shall not be liable in any way for any delay in responding to an inquiry or question forwarded by You or the effects any delay or unavailability may have on You. YOU AGREE THAT WAYPOINTER SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE AND/OR APPLICATION AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE WEBSITE AND/OR APPLICATION.
Limitation on Liability.
WAYPOINTER SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE APPLICATION OR WEBSITE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, WAYPOINTER’S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED $50.