Last modified: January 2, 2025
This Agreement constitutes a legally binding contract between you, the Merchant (“Merchant” or “you”), and Be Truly Local, a Delaware Corporation with a principal place of business at 5184 Main Street, Unit #4, Lexington, Michigan, 48450 USA (“Company”). Merchant and Company are sometimes referred to in this Agreement individually as a “party” and collectively as “parties”.
By clicking the “Accept” button below, you agree to be bound by the terms and conditions set forth in this Agreement.
WHEREAS, Company provides a mobile application that connects users with promotions and discounts offered by merchants (“App”), an email newsletter published weekly with a merchant’s promotion listing and related content (“Newsletter”) and an online content creation and distribution platform (“Story Creator”), and
WHEREAS, Merchant desires to generate interest and increase sales of its products and/or services by listing promotions in the App and Newsletter based on the Merchant Fees in Section 4 below;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:
1.1. Company shall provide Merchant with access to the online merchant portal to list Merchant’s promotions in the App and to list promotions in the Newsletter.
1.2. Company will use reasonable efforts to promote the Merchant’s information and promotions in the App feed to App users and to publish in the email Newsletter the Merchant’s promotion listing(s) for the designated time period.
2.1. Merchant will be required to create a user account in the online portal and provide account information including, but not limited to business name, location, email contacts, billing information, etc. Merchant is responsible for maintaining the confidentiality of the online portal account information, including passwords.
2.2. Merchant will use reasonable efforts to provide accurate and up-to-date information for the Merchant’s listing and promotions in the App and Newsletter, and billing information and payment methods, including, but not limited to, all data fields and parameters in the Merchant and Billing Portals.
3.1. Merchant agrees to use the Company’s services in accordance with all applicable laws and regulations. Merchant will not use the services for any unlawful or prohibited purpose including but not limited to promotion content with pornographic or sexually explicit text or images, profanity, or the sale of illegal products. Merchant agrees to check the Alcohol-related checkbox in the promotion page in the online portal that includes the age requirement disclaimer for the sale of alcohol beverages and related products. Merchant agrees it will not directly or indirectly degrade the services provided by Company to other Merchants and/or Users.
4.1. Merchant shall pay a fixed fee of $1 per day to list one promotion in the App, $1 for each approved promotion redemption by the App user via the “Claim-it-Now” function through the App as described in Section 5 below, and an optional flat fee of $5 per promotion listing in the Newsletter email distributed on a weekly basis to subscribers.
4.2. Payments related to Section 4.1 above shall be due within five (5) days of the end of each month and will be charged to Merchant’s established payment method.
4.3. In the event of non-payment by Merchant, Company reserves the right to suspend Merchant’s access to the Merchant Portal, cancel all active and future Promotions in the Promotion Feed in the App, remove the Merchant’s information in the App and exclude Merchant’s promotions from Newsletters.
4.4. Merchant shall apply a credit to a single store purchase initiated by a user via the “Spend it Now” function through the App. The user will apply a credit ranging from $1 to $5 to the purchase.
5.1. The Claim it Now function is for a user to redeem or claim a Merchant’s promotion and to receive a redemption credit. Merchant will pay Company a fee for each Claim it Now promotion redemption approved by the Merchant. The user’s account will accumulate redemption credits from each Claim it Now redemption approved by the Merchant. The user will be able to use Spend it Now credits applied to purchases at any Merchant registered in the Merchant Portal and listed in the Merchant feed of the Be truly Local or affiliated app’s region.
5.2 Claim it Now promotion redemption requirements include, but are not limited to the following:
(a) The user must submit the user’s email address to be eligible to use the Claim it Now feature and receive promotion credits.
(b) The minimum number of Claim it Now redemptions set in the Merchant Portal for a single promotion is ten (10) redemptions. Merchant can select the number of available Claim it Now promotion redemptions for a single promotion in the Merchant Portal.
(c) Claim it Now promotion redemptions by App users require a four-digit approval code entered by the Merchant.
(d) Merchant agrees to provide the promotion to App users after the four-digit approval code is entered and the app user receives the approval notification in the App.
(e) All Claim it Now promotion redemptions are final after the four-digit approval code is entered by the Merchant.
5.3 The Merchant Portal includes Promotion setup controls for Claim it Now redemptions determined by the Merchant. These controls include the total number of Claim it Now redemptions available for the promotion, the number of Claim it Now redemptions available to an individual app user for the promotion, and the time interval that the promotion is available to be claimed again by the same app user.
6.1 Spend it Now credits are earned by users for each Claim it Now promotion redemption approved by the Merchant. A portion of the Claim it Now fee for each approved promotion redemption is applied to the user’s Be truly Local account. The user’s account will accumulate promotion redemptions, and the user will use Spend it Now credits applied to purchases at any Merchant registered in the Merchant Portal and listed in the Merchant feed of the Be truly Local or affiliated app’s region.
6.2 Spend it Now credits requirements include, but are not limited to the following:
(a) Spend it Now credits applied to a purchase by users require a four-digit approval code entered by the Merchant.
(b) A user may not simultaneously apply a Spend it Now credit and utilize the Claim it Now button for a promotion redemption for the same transaction.
(c) Spend it Now includes minimum and maximum credit amounts that can be applied to a purchase. The minimum credit amount is $1 and maximum credit amount is $5 for a single transaction.
(d) All Spend it Now credits applied to a purchase are final after the four-digit approval code is entered by the Merchant.
6.3 Merchant will receive credits equal to the value of Spend it Now credits applied by users for purchases at the Merchant’s location. Merchant agrees to select a credit redemption option below and provide any necessary information (e.g., bank account details) to facilitate the process:
(a) Credits will be applied automatically to future charges from Be truly Local promotions, advertising, subscriptions, or claims. No fees will be charged. This is the default credit payment method.
(b) Merchant will receive a Virtual Visa Gift Card equal to the credit amount. No fees are charged.
(c) Merchant will receive an ACH deposit to their bank account equal to the credit amount, minus a six percent (6%) processing fee.
7.1 Merchants may receive incentive credits from the Company for participating in promotional activities for the Be truly Local app and newsletter. These credits have no expiration date and can be used towards:
• Promotion listings in the app and weekly newsletter
• In-app or newsletter advertising costs
• Story Creator subscription
Incentive credits may not be used for Claim it Now redemption costs.
7.2 The Company reserves the right to withdraw, reject, or cancel any incentive credits at any time if fraud or misuse is suspected. The Company is not liable for any financial loss resulting from such cancellation or withdrawal.
8.1 In the event of a dispute between Merchant and an App user regarding a Claim it Now redemption or Spend it Now credit transaction, the Merchant agrees to:
(a) Submit information to dispute a Claim it Now redemption or Spend it Now credit transaction within forty-eight (48) hours of the Claim it Now or Spend it Now approval for Company review. If the Merchant has not disputed a transaction within forty-eight (48) hours, the transaction will be automatically approved and invoiced to the Merchant.
(b) Limit the dispute to the Claim it Now promotion redemption or Spend it Now credit transaction only.
(c) Cooperate with the Company’s dispute resolution process, which may involve mediation or other dispute resolution methods.
(d) Accept the Company’s decision regarding the dispute, made in good faith and based on reasonable commercial judgement, as final and binding.
The Company owns all intellectual property rights in and to the Company’s services, including but not limited to trademarks, copyrights, and patents.
The Company may terminate this Agreement at any time, for any reason. Merchant may terminate this Agreement at any time by providing notice via electronic mail to Company (notices@betrulylocal.com) and ceasing to use the Company’s services.
11.1. Each party represents and warrants that it has the full power and authority to enter into this Agreement.
11.2. Merchant represents and warrants that its promotions and discounts comply with all applicable laws and regulations.
Merchant agrees to indemnify, defend, and hold harmless the Company from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Merchant’s breach of this Agreement.
13.1 NO OTHER WARRANTIES. EXCEPT FOR ANY LIMITED EXPRESS WARRANTIES OF COMPANY SET FORTH IN THIS AGREEMENT: ALL SOFTWARE AND/OR ALL RELATED SERVICES AND DELIVERABLES ARE FURNISHED “AS IS” AND WITH ALL FAULTS, AND COMPANY MAKE, AND MERCHANT RECEIVES, NO EXPRESS, IMPLIED OR STATUTORY WARRANTIES, IN ANY COMMUNICATION WITH MERCHANT OR OTHERWISE. COMPANY EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND NON-INFRINGEMENT, ANY WARRANTY THAT OPERATION OF THE COMPANY’S SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, AND/OR THE FAILURE TO PROVIDE ADEQUATE SUPPORT FOR THE PROVIDERS SOFTWARE. PROVIDERS DO NOT WARRANT THAT THE PROVIDERS SOFTWARE IS FREE OF INACCURACIES, ERRORS, BUGS, INTERRUPTIONS OR OTHER PROGRAM LIMITATIONS. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE COMPANY’S SOFTWARE REMAINS WITH MERCHANT, AND MERCHANT AGREES TO ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS OR DEFECTS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS.
13.2. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY CONFLICTING PROVISIONS CONTAINED HEREIN, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR PROFITS OR INVESTMENT, OR THE LIKE), IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE COMPANY SOFTWARE, OR OTHERWISE ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), COST OF COVER, OR ANY OTHER PECUNIARY LOSS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. COMPANY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT MERCHANT ACTUALLY PAID TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH COMPANY IS NOTIFIED HEREUNDER OF ANY SUCH CLAIM.
This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law principles. Any dispute arising out of or in connection with this Agreement shall be resolved exclusively by binding arbitration in Michigan.
The Company may update this Agreement from time to time. You will be notified of any material changes to this Agreement. By continuing to use the Company’s services after such changes have been made, you agree to be bound by the revised Agreement.
The Company reserves the right to modify pricing at any time. All pricing is in U.S. dollars.
By clicking the “Accept” button below, you indicate that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.