US Merchant Terms and Conditions for Digital Qpons LLC

PARTICIPATION IN THE DIGITAL QPONS ONLINE AND MOBILE APPLICATION PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE DIGITAL QPONS ONLINE AND MOBILE APPLICATION PROGRAM. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE REGISTERING FOR THE DIGITAL QPONS PROGRAM.

1. Acceptance of Terms of Service. By creating and using DigitalQpons LLC’s ("DQ," “Licensor”, "we" or "us") Website and Mobile Phone Application(“Software”, “DQ’s Service”), and Merchant (“You”, “Advertiser”, “Business”, “Manufacturer”, “Merchant”, “Owner”, “Publisher”, “Authorized Representative”) accept and agree to be bound by these Terms of Service. DQ may at any time modify these Terms of Service. You can review the most current version of it by clicking on the "Terms of Service" link located on DQ’s website (“Site”), http://DigitalQpons.com/Terms. The most current version will supersede all previous versions. DQ is committed to providing it’s Merchants and End Users Convenience and Value.

2. Program Participation. Full participation in the Program is subject to DQ prior approval and Your continued compliance with this Agreement. A 30 day Trial membership will be granted to all registered accounts. By participating in DQ’s mobile Qpon program, you acknowledge that you Accept these Terms and Conditions and you represent that your business is in good standing with local, state and federal authorities. By moving forward and using DQ’s system, you warrant that i) you have all right and authority to execute this Agreement, ii) you will provide DQ with the rights granted herein to publish such information provided by you, (iii) published Qpons and all business information published do not contain obscene, vulgar, hateful, or material that could otherwise be considered publicly and reasonably unacceptable, v) your business is in compliance with all applicable local and federal laws and regulations, (vi) your business shall honor all valid, published Digital Qpons according to Program Terms, (viii) you understand that after 30 days, you will be provided a pricing chart and asked if you would like to continue to using Digital Qpons. If you choose to continue, you will subsequently be charged the according coupon redemption fees.

3. Implementation and Operation of Qpons. Digital Qpons provides an online interface which delivers, displays, tracks and reports discount offers, via mobile phones and the internet. Businesses may use DQ’s system to publish discount offers to mobile Applications on the iPhone and Google Android OS. Other mobile devices may be added to the Program in the future. If You have elected to publish Digital Qpons, You are encouraged to display a DQ link ("Link") on Your Site(s) in accordance with the specifications provided by DQ, as to help build awareness of your DQ campaign. You will publish all Qpons using DQ’s website and DQ will use all commercially reasonable efforts to distribute Qpons mobily and to provide You with campaign results, as applicable and as available. As Publisher, you hereby grant DQ the limited right to publish your offers during the appropriate start and end dates of each coupon offered.

4. Parties' Responsibilities. You are solely responsible for Your Qpon(s), including all content, maintenance and operation thereof, in adherence to the terms of this Agreement. DQ reserves the right to investigate, at its own discretion, any activity in question of violating this Agreement. DQ is not responsible nor Liable for anything related to Your Business, Site(s), End Users (Your Customer’s). In addition, DQ shall not be obligated to provide notice to You in the event that any Qpon or Search Result does not displayed properly to End Users of DQ’s Application(s) or Site(s). With regard to this, DQ will do what is commercially reasonable to solve any system malfunction, as soon possible to provide Merchants with the service intended.

5. Fee and Payments. DQ offers a Free 1 Month Trial. There are no sign up or maintenance fees. After 30 days, DQ charges Merchants a small fee per customer redemption. Merchant accounts are billed only when a customer has redeemed a coupon in store our with a promotional code via a DQ Smart Phone Application. DQ charges a small fee per Qpon Redemption after the 30 day trial expires. Merchants can elect to be billed on a monthly or bi-monthly basis any of 3 ways; 1) via PayPal invoice; 2) deposit money into a PayPal Secured DQ account for monthly or real time pay-per-redemption bill pay. DQ will notify the Merchant when account gets below $5; or 3) by keeping a credit card on file with DQ for monthly bill pay. In the event that a Merchant fails to pay or provides an invalid credit card, DQ may suspend its Services until resolving account issues. Unpaid amounts are subject to a finance charges legally permitted by law, and or collection expenses. Merchant will be charged a $5 penalty for payments more than 30 days past due. Merchant payments are related to the number of REDEEMED QPON’s, in each case as determined by DQ. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to DQ shall be made by invoice due dates, approximately fifteen (15) days after each billing period. To the extent the calculation of fees requires that DQ track End User activities, such as the number of Coupons views, time of activity, or redemption location, DQ shall employ its proprietary Patent Pending software and other commercially reasonable practices to carry out such tracking.and, if DQ uses such commercially reasonable practices, it shall not be liable for any tracking errors. In the event of any human, software or technological errors etc., DQ will work with the merchant to reconcile all disputed redemption fees. Merchants are not liable nor charged for invalid redemptions generated by any person, bot, automated program or similar device, as reasonably determined by DQ. DQ’s merchant reports provide all necessary accounting, but we encourage merchants to maintain an accurate understanding of consumer use in your store and in your DQ account. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program. If You dispute a charge or bill from DQ, You must notify DQ in writing within thirty (30) days of any such billing period; failure to so notify DQ shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated based on records generated using DQ’s proprietary software. DQ may investigate any activity that may violate this Agreement. Due to the nature of the business environment, DQ reserves the right at its own discretion to change its pricing, billing and/or payment structure at any time. Again, the latest current Terms and Conditions can always be found at http://DigitalQpons.com/Terms.

6. Prohibited Uses. You shall not authorize or encourage any third party to: (i) directly or indirectly generate Qpons through any automated, deceptive, fraudulent or other invalid means in any way; (ii)  display any Qpon(s) or related Link(s), on any error page, on any registration page, on any chat page, in any email, or on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content; (iii) directly or indirectly access, launch, and/or activate Qpons from, or otherwise incorporate the Qpons, only to the extent expressly permitted by this Agreement;  (iv) act in any way that violates any Program Terms and Conditions posted on the DQ Web Site, or engage in any action or practice that reflects poorly on DQ or otherwise disparages or devalues DQ’s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You.

7. Renewal, Termination; Cancellation. This Agreement automatically renews annually unless such Agreement is terminated as described herein. Either Party to this Agreement may cancel at any time with or without cause. Merchants may also terminate this Agreement with or without cause at any time by sending written notice of a desire to cancel participation in the DQ Program to info@digitalqpons.com. This Agreement will be deemed terminated within ten (10) business days of DQ's receipt of that notice. Upon Termination notice, Business’ right to use DQ’s Program shall immediately terminate, and the Business shall promptly pay DQ all amounts accrued from Qpon redemptions prior to termination, “DQ earned balance”, within fifteen (15) days after the Agreement is terminated. Upon closing or suspending an account, both parties must remove any and all related logos and related material, such as links to any party website. DQ reserves the right to and may at any time, in its sole discretion or due to due to any breach of this Agreement, terminate all or part of the Program, terminate this Agreement, suspend or terminate the participation of any Site in all or part of the Program, including and not limited to the right to terminate idle accounts that are not generating a sufficient number of valid Qpon redemptions, as determined by DQ.

8. Confidentiality. You agree not to disclose DQ Confidential Information without DQ's prior written consent. "DQ Confidential Information" includes without limitation: (a) all DQ software, technology, programming, specifications, materials, guidelines, pricing and documentation relating to the Program; (b) statistics relating to all Digital Qpon performance; and (c) any other information designated by DQ as "Confidential" or an equivalent designation. DQ Confidential Information does not include information that has become publicly known through no breach by You or DQ, or information that has been (i) independently developed without access to DQ Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required by law or by a governmental authority.

9. No Warranty. DQ MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, QPONS AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT QPONS ARE BASED ON NON-DQ CONTENT, DQ SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH QPONS. NEITHER DQ OR ANY THIRD PARTY SUPPLIER WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS. DQ MAKES NO WARRANTY AND ASSUMES NO LIABILITY OF ANY KIND WITH RESPECT TO THE DATA, INCLUDING, BUT NOT LIMITED TO, ITS COMPLETENESS, RELIABILITY, OR SEARCH-ABILITY.
ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PUBLISHER ASSUMES FULL RESPONSIBILITY FOR ANY AND ALL PUBLISHED INFORMATION, LOSSES, COSTS, LIABILITIES, AND EXPENSES ARISING OUT OF, OR BASED ON USE OF THE SERVICE(S).

10. Limitations of Liability. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WITHOUT LIMITING THE FOREGOING AND EXCEPT FOR PAYMENT OBLIGATIONS, NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND THE REASONABLE CONTROL OF SUCH PARTY, INCLUDING BUT NOT LIMITED TO NATURAL, UNNATURAL OCCURRENCES.

11. Publicity. Due tot the nature of this agreement, You agree that DQ may use Your name, logo and published coupons in presentations, marketing materials, customer lists, financial reports, Web site listings, etc. If You wish to use DQ's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement and in compliance with DQ's current Brand Feature user guidelines, and any content contained or referenced therein. Guidelines may be obtained by emailing info@digitalqpons.com.

12. Representations and Warranties. Merchants represent and warrant that (a) all of the information provided by You to DQ to enroll in the Program is correct and current; (b) You are the owner of the Business and Site, or that You are legally authorized to act on behalf of the owner of such Business and Site(s) for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation to any relevant data protection or privacy laws) in Your performance of any acts hereunder; and that You will pay all applicable taxes from such transactions and service. You further represent and warrant that each Qpon(s) and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content; and that You will take all reasonable precautions to ensure that use of the DQ’s Program under the Merchants Account (i.e. use of the Services by any person using the Merchants login ID and Password) complies with the provisions of this Agreement. Merchant shall be responsible for providing DQ with accurate, complete, and updated company and merchant registration information. Merchants are responsible for and must provide all telephone and other equipment and services (including Internet access provider fees) required for access to and use of the Program, including but not limited to internet and telephone fees.

13. DQ Rights. You acknowledge that DQ owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including DQ's Qpon serving technology and Brand Features, and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not, nor permit anyone else to, directly or indirectly (i) modify, (ii) adapt, (iii) translate, (iv) prepare derivative works from, (v) decompile, (vi)reverse engineer, (vii) disassemble, (viii) rent, lease, or use the software, or otherwise attempt to derive source code from any Digital Qpons services, software, techniques, concepts or documentations; or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter DQ's copyright notice, Brand Features, Program, or other proprietary rights notices affixed to or contained within any DQ services, software, or documentation "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-statements thereof, now or hereafter in force and effect worldwide. You acknowledge the software is licensed, not sold, to you. The parties agree that the software and/or data available to You via the Services are proprietary to, and all rights therein are reserved by, DQ; that any software program[s], code, source code, processes,, will be the sole and exclusive property of DQ except as provided for in the termination provisions of this Agreement and DQ grants You a nonexclusive, non-transferable, royalty-free, perpetual license to use such. This Agreement does not give You any rights not expressly granted herein.

14. Miscellaneous. This Agreement shall be governed by the laws of Arizona, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Maricopa County, Arizona. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by DQ. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement. DQ may assign this Agreement to any affiliate at any time without notice. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to its subject matter, and that all waivers and modifications must be in writing signed by both parties. No agency, partnership relationship, joint venture, or employment is created as a result of this Agreement, but instead shall be considered a relationship as Independent Contractors. In reference to any provision that requires any form of writing, DQ may allow, within it’s sole discretion, for such form of communication to be done electronically in accordance with DQ’s Terms and Conditions. If you wish to participate and agree to the Terms and Conditions listed above, please complete the information below.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by duly authorized officers or representatives as of the Effective Date.
Merchant or Publisher
By:_______________________________
Name:____________________________
Company:_________________________
Title:_____________________________
Date:_____________________________

By: Nicholas Addante Jr.
President of Digital Qpons, LLC

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