Terms

Effective on January 7, 2014

Welcome to Perkville! Perkville provides its services to Users and Businesses subject to the following Terms of Service ("TOS"), which may be updated by us at any time without notice to you. Changes will be effective upon the posting of the new TOS. You can review the most current version of the TOS at any time at http://www.perkville.com/terms. You should revisit this page on a regular basis as revised versions will be binding on you and/or your Business. You agree that you or your Business' use of Perkville after any changed TOS indicates your acceptance of the updated version.

Definitions

  • A "user" is any person or entity who browses, accesses, scrapes, crawls or in any way uses Perkville and the Services.
  • "You" and "Your" refer to you, a user of Perkville.
  • "We", "us", "our", and "Perkville" refer to Perkville, Inc., a Delaware corporation.
  • "Services" refers to all services provided by Perkville, Inc. including, but not limited to, its web site.
  • "Content" includes text, audio, video, images, photos and all other forms of data communication.
  • "Business" is a business that is using Perkville and the Services.
  • "Customer" is a person that is a customer of a Business on Perkville and that allows the Business to have his or her personally identifiable information.
  • "Contact information" includes a person's or Business' email addresses, phone number or physical address.
  • "Employee" means an employee, independent contractor working on behalf of Business or other agent or representative of Business that has (i) been assigned to access and use the Services, and (ii) registered online to access and use the Services.
  • "Messages" include emails, text messages, push notifications or other communications originating from Perkville.
  • "Reward Program" includes all aspects of a Business' reward system on Perkville including Business' terms for how Customers earn and redeem points and Business' granting and redeeming of Customers' points.
  • "Equipment" includes all equipment Perkville provides to Business.
  • "Promotion" is a discount or discounted product and/or service or combination of products and/or services sold by a Business.
  • "Business-Specified Terms" are the terms and conditions that Businesses specify for their Reward Program and/or their promotions on Perkville.
  • "Voucher" is the printed or electronic voucher obtained by either redeeming points or purchasing or claiming a Promotion.
  • "Expiration Date" is the date on a Voucher that such voucher expires.
  • "Purchaser" is the User that buys a Promotion on Perkville.
  • "Commission" means the funds retained by Perkville as compensation to Perkville for the service of selling a Promotion for a Business.
  • "Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.

Eligibility

You warrant that the following is true. You:

  • Haven't been removed or suspended from using the Services.
  • Do not have more than one User account at any given point in time.
  • Are not a competitor of Perkville.
  • Have full power and authority to enter into these TOS and any applicable Business-Specified Terms.

You agree to the following when using Services:

  • You are of legal age to form a binding contract.
  • You are not a person barred from receiving Perkville services under the laws of the United States or other applicable jurisdiction.
  • If you represent a business on Perkville, then you are an authorized representative of the business.
  • You agree to provide true, accurate, current and complete information about yourself or the business you represent as prompted by Perkville.
  • You are responsible for maintaining the confidentiality of your account password.
  • You are responsible for all activities that occur in connection with your account.
  • You agree to notify us immediately of any unauthorized use of your account.
  • You are not impersonating someone else.
  • You are not creating multiple Perkville accounts.
  • You are not creating multiple Business accounts for the same Business.

We reserve the right to close your account at any time for any or no reason.

Perkville User and Business Accounts

You are responsible for updating and maintaining the accuracy and confidentiality of the account information you provide to us.

  • Perkville will place a cookie on any computer from which you login to Perkville. When you revisit Perkville, this cookie will enable us to recognize you as the account holder and provide you with direct access to your account without you having to retype your password. To prevent someone else from accessing your account on a computer that you use, you agree to exit from your account at the end of each session if you expect someone else to use the computer from which you logged into Perkville.
  • You agree to immediately notify Perkville of any unauthorized use of your password or account or any other breach of security.
  • You agree that Perkville cannot and will not be liable for any loss or damage arising from your failure to comply with this section of these TOS.
  • We reserve the right to terminate unpaid accounts and Businesses that are inactive for a continuous period of 120 days. We reserve the right to delete all data associated with such accounts and businesses.

Reward Program Participation

In addition to any Business-Specific Terms, User agrees to the following terms:

  • Businesses reserve the right, at their sole discretion, to modify, add, or remove any portion of their Reward Program, in whole or in part, at any time.
  • Businesses may change, suspend, or discontinue any aspect of their Reward Program at any time or terminate it at any time. Businesses may, at their sole discretion, cancel your membership in their Reward Program at any time.
  • Businesses, in their sole discretion, may determine that certain services or items are not eligible for point accumulation. Businesses may change their list without notice.
  • Businesses are not responsible for any unredeemed points or any points which are lost.
  • Businesses make no warranties and disclaim all responsibility and liability for the completeness, accuracy, availability and timeliness of their Reward Program.
  • User will not hold Perkville responsible for the behavior of any Businesses utilizing the Services.
  • Reward Programs on Perkville are provided by Businesses "AS IS". To the fullest extent permissible by applicable law, Businesses make no representation or warranties of any kind whatsoever for their Reward Program on Perkville unless otherwise stated by the Business. Businesses assume no responsibility and shall not be liable for any damages resulting from use of their Reward Program and any items obtained through their Reward Program. Businesses shall not be liable for any failure of their Reward Program which results from acts or events beyond Businesses' reasonable control.
  • In no event shall Businesses be liable for any direct, indirect, special, punitive, consequential or other damages arising out of Users use of any Reward Program.
  • Businesses' failure to enforce any right or provision of these TOS or any Business-Specific Terms will not be deemed a waiver of such right or provision.

User Responsibility for Promotions

Perkville enables businesses to sell Promotions and Users to purchase Promotions on our site.

Buying a Promotion

When you buy a Promotion you are agreeing to the Business-Specified Terms for such Promotion. Unless otherwise stated at the time a Promotion is purchased, the Promotion price does not include sales, value added or use taxes, which may be charged to you separately by the Business.

Access to Promotions

Perkville can be accessed from countries around the world. You understand that some or all Promotions provided on Perkville may not be available for purchase to persons residing in certain jurisdictions or geographic areas. Perkville reserves the right, in its sole discretion, to exclude or otherwise limit the provision of a Promotion for any product or service to a person residing in any jurisdiction or geographical area. Perkville does not represent or warrant that any product or service promoted on Perkville will be available for purchase by any particular User.

Ineligible Purchases of Promotions

Some of the Promotions are provided for a specific user or type of User (e.g. a User that has not purchased from the Business before) as specified in the Promotion. Any attempt to purchase a Promotion that you are ineligible for will void your purchase. This includes attempting to purchase a Promotion using a false account or someone else's account, credit card, address or any other method. Perkville will be the arbiter, in its discretion, as to whether any purchase indicates a violation of these rules.

Voucher Terms

The following additional terms apply to all Vouchers obtained through Perkville.

  • By generating a Voucher either by purchasing a Promotion or redeeming points on Perkville, a user acquires the right to use the corresponding Voucher issued by the participating business according to its Business-Specified Terms and these TOS. Whether you choose to redeem the Voucher is within your sole control and at your sole discretion.
  • User agrees that no cash back or credit will be issued for partial redemption of the Voucher, except as required by applicable law.
  • Printed perks cannot be combined with any other coupons or Promotions unless otherwise noted in the Business-Specified Terms.
  • If the Expiration Date of a Voucher is prohibited under the law of the jurisdiction of the Business location, then the Voucher will expire as early as is allowed under the law of the respective jurisdiction of the Business location.

Promotion Refunds

Perkville will provide a refund of the purchase price paid by Purchasers for a Promotion if, and only if, all of the following conditions are met:

  • The business did not fulfill its obligations specified in the "Business Responsibility for Promotions" section of these TOS.
  • You send an email to billing@perkville.com explaining why the obligations were not fulfilled.
  • We independently verify that the Business did not fulfill its obligations.
  • The associated Voucher, if any, has not expired.
  • Less than 181 days has transpired since the Promotion was purchased.

Rights and Restrictions on Use

Perkville is protected by trade secret and other intellectual property laws. You are only granted the right to use the Services in accordance with these TOS and all rights, including, but not limited to, ownership of and Intellectual Property Rights in the Services shall remain the exclusive property of Perkville or its licensors.

Perkville grants to you a personal, limited, nonexclusive, nontransferable right to use the Services that is valid only for the period of time while your Perkville account is active, your payment obligations (if any) to Perkville are met and only for the purposes described by in these TOS.

You agree not to use the Services or Content provided in connection with the Services in a manner that violates any applicable law, regulation or these TOS. For example, unless authorized by Perkville in writing, you agree you will not:

  • Provide access to or give any part of the Services to any third party.
  • Duplicate, copy, desconstruct, sell, trade, resell, attempt to reverse engineer, reproduce or distribute any portion of the Services, unless otherwise authorized in writing by Perkville.
  • Rent, lease, or provide access to the Services on a time-share or service bureau basis.
  • Attempt to access any other Perkville systems that are not part of the Services.
  • Excessively overload Perkville systems.

If you violate any of these terms your right to use the Services may be terminated by Perkville in its sole discretion.

Content

You are legally responsible for all Content you upload, post, store or write on while using the Services. You will not hold Perkville responsible for any Content that is lost or unrecoverable through the use of the Services. Any Users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism or any other activity proscribed by applicable law may have their accounts terminated, their Content erased and they may also be reported to law enforcement officials in the appropriate jurisdictions.

Perkville is not responsible for the content you submit or transmit using the Services. You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

  • Fraudulent, illegal, defamatory, libelous, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, inappropriate or objectionable content of any kind, including but without limitation to conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law.
  • Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor).
  • Virus, Trojan horse, worm or other disruptive or harmful software.
  • Any information, software or content which is not legally yours and may be protected by copyright or other proprietary right or derivative works without permission from the copyright owner or intellectual property rights owner.

Content Ownership

We respect your right to ownership of Content you provide to Perkville. You grant Perkville a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize the content, ideas, concepts and techniques you submit to Perkville, without any further consent, notice and/or compensation to you or to any third parties.

Privacy Policy

By the use of the Services, you consent to the collection and use of certain information as described in Perkville's privacy policy located at http://www.perkville.com/privacy.

Spam

Perkville may not be used for sending unsolicited messages ("spam") or for hosting of illegal or prohibited content. We closely monitor activity on Perkville to identify potential spammers. You shall not us the Services to communicate with non-specific Contact Information such as sales@domain.com, business@domain.com, webmaster@domain.com and info@domain.com. Any Business or User found to be using the Services to spam will have their account closed. You can contact us at abuse@perkville.com if you suspect any violators of this policy.

Acceptable Use Policies

You acknowledge and agree that Perkville does not monitor or police communications or data transmitted through the Services and that Perkville shall not be responsible for the content of any such communications or transmissions. You shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others and shall abide by these TOS and the Privacy Policy (the terms of which are incorporated herein by reference).

Indemnity

You agree to indemnify and hold Perkville and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of any Content you submit, post, transmit, modify or otherwise make available through the Services, your use of the Services, your violation of the TOS or your violation of any rights of another person or entity.

Warranty Disclaimers

All Users of the Services assume sole responsibility and liability for results obtained from the use of the Services and for conclusions drawn from such use. Perkville shall have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to Perkville by any User of the Services in connection with the Services or any actions taken by Perkville at any User of the Services direction. Perkville shall have no liability for any claims, losses or damages arising out of or in connection with User's, Business's or any Employee's use of any third-party products, services, software or web sites that are accessed via links from within the Services.

PERKVILLE PROVIDES ALL INFORMATION AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. PERKVILLE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TOS, THE IMPLEMENTATION ANY SERVICES OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, PERKVILLE DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED BY PERKVILLE, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. PERKVILLE FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PERKVILLE OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TOS. IF YOU ARE DISSATISFIED OR HARMED BY PERKVILLE, THE SERVICES OR ANYTHING RELATED TO PERKVILLE OR THE SERVICES, YOU MAY CLOSE YOUR PERKVILLE ACCOUNT AND SUCH ACCOUNT CLOSURE SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. PERKVILLE SHALL NOT BE RESPONSIBLE FOR LOSS OR DAMAGE TO A BUSINESS' PROPERTY OR INJURY OR DEATH TO PERSONS.

PERKVILLE IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR REWARD PROGRAMS OF BUSINESSES ON PERKVILLE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED IN PERKVILLE'S PROVIDING THE SERVICES MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL TO PERKVILLE.

PERKVILLE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SERVICES BY OTHERS; THEREFORE, PERKVILLE DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

PERKVILLE DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. PERKVILLE DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. PERKVILLE DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, PERKVILLE DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE PERKVILLE SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

Limitation of Liability

NEITHER PERKVILLE NOR ANY OF ITS AFFILIATED COMPANIES, EMPLOYEES, AGENTS SHAREHOLDERS, OR DIRECTORS SHALL BE LIABLE FOR (1)(X) IN THE CASE OF A BUSINESS USING THE SERVICES (A) ANY DAMAGES IN EXCESS OF FIVE (5) TIMES THE MOST RECENT MONTHLY FEE THAT YOU PAID FOR THE SERVICES, IF ANY, OR US $100, WHICHEVER AMOUNT IS GREATER, OR (Y) IN THE CASE OF A NON-BUSINESS USER $1.00, OR IN ANY INSTANCE FOR ANY USER OF THE SERVICES (2) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE SERVICES OR ANY OF THE CONTENT OR OTHER MATERIALS LOCATED ON, ACCESSED THROUGH OR DOWNLOADED FROM PERKVILLE. THIS LIMITATION OF LIABILITY SHALL:

  • APPLY REGARDLESS OF WHETHER (1) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, (2) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (3) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE; AND
  • NOT APPLY TO ANY DAMAGE THAT PERKVILLE MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DISCLAIMED IN THESE TOS.

General

These TOS are governed by and shall be construed in accordance with the laws of the State of California, without giving effect to California's conflict of laws provisions. If for any reason a court of competent jurisdiction finds any provision or portion of these TOS to be unenforceable, the remainder of these TOS will continue in full force and effect. These TOS constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter (including, but not limited to, any prior versions of these TOS); provided, however, that in the case of any Business that may have executed a written agreement with Perkville for the provision of the Services, in the event that terms of these TOS and such written agreement are in conflict, the terms of such written agreement shall control. Any waiver of any provision of these TOS will be effective only if in writing and signed by an authorized representative of Perkville.

Questions about the TOS should be addressed to terms@perkville.com or by mail at: Perkville, Inc., 48 Sanchez St., San Francisco, CA 94114 USA.

Additional Terms for Perkville's Business Users

In addition to the terms set forth above in these TOS, the following terms are applicable to each Business that uses the Services. By using the Services, Business agrees to all the terms contained in these TOS, including, but not limited to, those terms set forth below.

Businesses can give points to their Customers through Perkville. By accepting these TOS, you agree to the following:

  • You will only use the Services if you are representing a legitimate and real business.
  • Business and its employees will only use the Services to communicate with Customers that have knowingly and voluntarily given you their Contact Information.
  • You will notify Customers of the collection and use of their Contact Information.

Cooperation and Assistance

As a condition to Perkville's obligations hereunder, Business shall at all times: (a) provide Perkville with good faith cooperation and access to such information, facilities, and equipment as may be reasonably required by Perkville in order to provide the Services, including, but not limited to, providing data, security access, information, and software interfaces to Business's business applications; (b) provide such personnel assistance as may be reasonably requested by Perkville from time to time; and (c) carry out in a timely manner all other Business responsibilities set forth herein and in any other written agreement between Business and Perkville.

Marketing Support

Business shall comply with reasonable requests of Perkville to support public relations efforts pertaining to the Services, which efforts may include: (a) a press release highlighting Business's purchase or use of the Services (including any return on investment attained through the Services); (b) participation in targeted press and analyst interviews highlighting benefits of implementing the Services; and (c) participation in customer case studies developed by Perkville and used on the Perkville web site and other collateral. Business grants to Perkville a non-exclusive, non-transferable (except in the case of the acquisition of Perkville or a sale of all or substantially all of Perkville's assets), limited right to use the Business name, trademarks, and logos (collectively, the "Business Marks") in the production of marketing materials, provided that such use is in accordance with Business's trademark and logo use guidelines that Business may provide to Perkville. Perkville will use its commercially reasonable efforts to cooperate with Business in monitoring use of the Business Marks. All goodwill developed from such use shall be solely for the benefit of Business.

Enforcement

Business shall ensure that all Employees comply with the terms and conditions of these TOS and the Privacy Policy, including, without limitation, with Business's obligations set forth in the sections of these TOS regarding restrictions of use of the Services and acceptable use policies. Business shall promptly notify Perkville of any suspected or alleged violation of these TOS or the Privacy Policy and shall cooperate with Perkville with respect to: (a) investigation by Perkville of any suspected or alleged violation of these TOS and (b) any action by Perkville to enforce the terms and conditions of these Terms of Service or the Privacy Policy. Perkville may suspend or terminate any Employee's access to the Services upon notice to Business in the event that Perkville reasonably determines that such Employee has violated these TOS or the Privacy Policy. Business shall be liable for any violation of these TOS or the Privacy Policy by any Employee.

Telecommunications and Internet Services

Business acknowledges and agrees that Business's and its Employees' use of the Services is dependent upon access to telecommunications and Internet services. Business shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Perkville shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.

Cancelling the Services

Unless otherwise provided in a separate written agreement between Business and Perkville, Business may cancel the Services at any time, with or without cause by emailing cancel@perkville.com. Cancellation will not alter your obligation to pay all charges made to your account.

Equipment

The following terms apply to equipment provided to your business by Perkville such as iPads and iPad keyboards.

  • Equipment remains the property of Perkville.
  • You have no purchase rights or purchase options for the equipment under these TOS.
  • You will use the equipment only to promote your Reward Program on Perkville.
  • You will keep the equipment in good condition, normal wear and tear excepted.
  • Perkville will repair or replace equipment that ceases to be able operate your Reward Program due to an equipment malfunction.
  • You will ship the equipment to Perkville at your own expense if and when you stop using Perkville for your business.

You agree you will not do the following to the equipment:

  • Remove, deface, or obscure Perkville's ownership labels.
  • Install malicious software on the equipment.
  • Purposefully damage the equipment.
  • Steal the equipment.

Business Responsibility for Promotions

Perkville markets Promotions and acts an as agent in marketing and/or selling Promotions on behalf of Businesses; provided, however, Businesses are the issuer of their Promotions. As issuer of their Promotions, Businesses hereby agree to the following:

  • The terms and conditions of any Promotion, including any discounts for goods and services offered thereunder, comply with all, and do not and will not violate any applicable local, state or federal law, statute, rule or order, including but not limited to, any laws governing vouchers, gift cards, coupons, and/or gift certificates including but not limited to, the Credit Card Act of 2009 and any state or local laws governing the imposition of expiration dates, service charges, dormancy fees or other terms and conditions of the Promotion.
  • The Promotion will not constitute false, deceptive or unfair advertising or disparagement under any applicable laws.
  • The Promotion upon being purchased or claimed shall be available immediately for redemption by the Purchaser.
  • Business shall allow the Purchaser to redeem the Promotion with Business for the amount paid by the purchaser (i.e. the cash or redemption value of the Promotion) for the applicable term specified under applicable state or federal Laws and shall allow the cash redemption of the Promotion as required by applicable state or federal laws.
  • Once a Promotion is purchased or claimed and delivered to the User, the Business shall be solely responsible for all customer service in connection with the purchased Promotion and for supplying all discounts, goods and/or services specified in the Promotion.
  • Use of a Promotion for alcoholic beverages is at the sole discretion of the Business (which may be limited by applicable state or provincial law).
  • The Business shall be fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a User, caused in whole or in part by the Business or its products and services, as well as for any unclaimed property liability arising from unredeemed or partially redeemed Promotion(s).
  • Business is registered for sales and use tax collection purposes in all countries and states in which Business' goods and services will be provided pursuant to the terms and presentation of the Promotion.
  • Business shall keep track of the cash amount paid by Purchasers and any unredeemed balance of that cash amount.
  • To the extent required by applicable abandoned or unclaimed property laws, the Business is responsible for and agrees to report and pay over to the applicable local, state or federal governmental agency any unredeemed cash value of any purchased Promotions.

Perkville reserves the continuing right, but shall not be obligated, to reject, revise, or discontinue publishing any Promotion and to require Businesses to edit or modify the same for any reason, including, without limitation, to conform the Promotion to Perkville specifications or applicable laws.

Payment to Businesses for Sold Promotions

Perkville will pay each business on a monthly basis for Promotions sold on their behalf. The amount Perkville will pay each business is equal to the following:

  • Total value of Promotions sold in the previous month.
  • Less Perkville commission displayed on the Perkville web site or agreed to in writing by Perkville and the Business.
  • Less any refunds issued on behalf of the Business not already deducted from a previous payment to Business.

Business Responsibility for Vouchers

  • Perkville enables Users to acquire a Voucher by either purchasing a Promotion or redeeming point. But the Business is the issuer of the Voucher. As issuer of the Voucher, the Business shall be fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a User, caused in whole or in part by the Business or its products and services, as well as for any unclaimed property liability arising from unredeemed or partially redeemed Vouchers.
  • Businesses shall honor Vouchers until the Expiration Date and longer if required by applicable law.

Subscription Fees

Unless otherwise provided in a written agreement between Business and Perkville, the following terms apply for Services offered on a subscription basis. Business will be subject to the monthly subscription fees in accordance with the fee schedule shown on our web site or provided to you in writing. The fees are based on the subscription tier you select. You will be charged the subscription price for the selected tier plus any overage charges if you go over your tiers allotted transaction limit. A transaction is counted each time a Customer earns or redeems one or more points.

The price for the Services excludes all taxes and phone charges, unless stated otherwise. Business is responsible for any taxes that Business is obligated to pay or that we may collect from Business. Business is responsible for all other charges (e.g. phone charges).

We may change the price of the Services from time to time, but we will tell you before we do.

Payment

The following terms apply for all payments to Perkville unless we notify you otherwise in writing:

  • You will be responsible for payment even if you are not actively using the Services.
  • Payments will be billed to you in U.S. dollars.
  • Your account will be debited or invoiced at the appropriate time.
  • If paying with a credit or debit card, you must pay with a valid credit or debit card acceptable to Perkville unless notified by Perkville in writing that a different payment method is acceptable.
  • If paying by invoice, terms are NET 30 days from date of invoice subject. Payments that are delinquent 30 days or more from date of invoice are subject to interest charges at 18% per year but not exceeding the maximum lawful rate.
  • We may suspend or terminate your account and refuse any use of the Services if your payment and/or registration information is not accurate, current or complete.
  • Questions about billing should be addressed to billing@perkville.com

Taxes

All amounts and fees stated or referred to in these TOS and any other agreement between Business and Perkville are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, "Taxes"). Business shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Perkville's net income.

Confidentiality

By virtue of these TOS, Business and Perkville may have access to each other's Confidential Information. "Confidential Information," as used in these TOS or any other written agreement between Business and Perkville, means any written, machine-reproducible and/or visual materials that are clearly labeled as proprietary, confidential, or with words of similar meaning, and all information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided within thirty (30) days after disclosure, and any information of any nature described in these TOS as confidential. Perkville Confidential Information includes, without limitation, the Services and any Software whether in source or executable code, documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Services or the Software. The terms and conditions of any written agreement between Business and Perkville shall be deemed the Confidential Information of both parties and neither party shall disclose such information except to such party's advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers as have a reasonable need to know such information, provided that any such third parties shall, before they may access such information, either (a) execute a binding agreement to keep such information confidential or (b) be subject to a professional obligation to maintain the confidentiality of such information.

Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

Use and Nondisclosure. During the period of time that Business uses the Services and for a period of five (5) years thereafter or termination of any written agreement between Business and Perkville, whichever is later, neither party shall make the other's Confidential Information available to any third party or use the other's Confidential Information for any purposes other than exercising its rights and performing its obligations under these TOS or any other written agreement between Business and Perkville. Each party shall take all reasonable steps to ensure that the other's Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of these TOS or any other written agreement between Business and Perkville, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other's Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency's request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency's authority to receive such Confidential Information.