Terms & Conditions
This BUZZPOINTS MERCHANT SERVICES AGREEMENT (“BSA”) is made and entered into the date herein (“Effective Date”) by and between the Financial Institution (or “FI”) and the “Merchant Participant” herein. This BSA sets forth the terms and conditions that shall govern the contractual relationship between the parties, except as modified by any Addenda or Change Order to this BSA.
1. DIRECTORY SERVICES. The FI shall list the Merchant Participant to the FI’s customer base and their friends via traditional and social media (the "Directory Service"). The Merchant Participant shall be provided (when available) with an on-line, self-serve template for the use by the Merchant Participant in setting the reward points offered to FI’s customers for using the FI’s Debit/Credit card at the Merchant Participant location(s). Subject to Merchant Participant's compliance with its obligations set forth in this Agreement and any Change Order, the FI shall undertake to perform the services described.
2. BUZZPOINTS. Merchant Participant has herein set the number of BuzzPoints to be awarded for each one dollar ($1.00) in FI Debit Card purchases and FI shall perform the reward calculations accordingly. Changes to Merchant Participant’s number of BuzzPoints to be awarded can be made by submitting a Change Order to the FI but in no case can be less than one (1) BuzzPoint for each one dollar ($1.00) in FI Debit Card purchases.
3. POSITIONING. The positioning of Banner and Splash Screens via electronic sites is at the sole discretion of the FI. Merchant Participant is the seller of goods and services and is solely responsible for the point-of-sale. Neither FI nor its Third Party Provider (as defined below) is liable for any acts or omissions related to each Merchant Participant, their goods or services or for any errors at the point-of-sale. Merchant Participant acknowledges that neither the FI nor its Third Party Provider has made any guarantees with respect to usage statistics or levels of impressions for any Directory Services. FI shall provide Merchant Participant with estimated usage only as a courtesy to Merchant Participant and shall not be held liable for any claims relating to any usage statistics. Merchant Participant shall not obtain any rights to any data collected by FI, the Third Party Provider or their respective service providers or partners, relating to users or Merchant Participant’s website, including without limitation, any personally identifiable transactional data, secure data, or demographic information relating to users of the site. Merchant Participant shall not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from FI or its Third Party Provider. Merchant Participant agrees that where the ability to observe, record, monitor or assess a Change Order or otherwise any tags, source codes, links, pixels, modules or other data provided by or obtained from FI (the “Activity”) is interrupted or rendered inoperable or ineffective as the direct result of an act or omission of Merchant Participant or its employees, contractors and agents, FI shall be entitled to receive, as liquidated damages, a sum equal to the average Merchant participant’s daily billings generated by the FI as a result of such Activity in the thirty (30 business days immediately preceding such interruption, multiplied by the number of days, expressed as a whole number rounded up, in respect of which the Activity has been interrupted or rendered inoperable or ineffective. Merchant Participant shall timely provide FI, the Third Party Provider and/or their respective service providers or partners with access to any of its statistics pertaining to any user's completion of an act designated herein or upon written request.
4. LICENSE TO LOGOS AND CONTENT. Merchant Participant shall submit its logo in the format required by FI to be used in any copy. Merchant Participant may submit content and other copy to FI via the BuzzMerchant portal. Merchant Participant grants to FI and its Third Party Provider for the duration of the Agreement a non-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit, copy and distribute the logos, copy and content (collectively, the “Merchant Participant Materials”) to provide Directory Services. Merchant Participant represents to FI and the Third Party Provider that it owns or has sufficient rights to grant this license for use in this Agreement. Merchant Participants are eligible to receive a marketing kit, whose contents are determined by the FI from time to time.
5. TERMINATION. This Agreement may be terminated by either party upon providing 90 days written notice, or upon expiration or revocation of FI’s license to offer the Directory Service.
6. INDEMNIFICATION. Merchant Participant agrees to defend, hold harmless and shall indemnify FI, the Third Party Provider, and their respective affiliates, and agents, (collectively, the “Indemnified Parties"), from all damages, costs, and expenses, of any nature whatsoever, including but not limited to reasonable attorneys’ fees (collectively, “Losses”), for which the Indemnified Parties may become liable by reason of (i) the performance of the Directory Service (except to the extent the Losses have been caused by the gross negligence or intentional misconduct of the Indemnified Party), (ii) Merchant Participant's participation or any breach by Merchant Participant of the representations, warranties or contractual obligations under this Agreement; or (iii) any use, reproduction, distribution or transmission of the Merchant Participant Materials by an Indemnified Party pursuant to this Agreement.
7. COPYRIGHT. All copy made using the creativity, illustrations, labor, composition, or materials furnished by FI or the Third Party Provider, together with all copyrights therein, is and remains the property of the FI, the Third Party Provider, or their respective affiliates and agents, as applicable. Merchant Participant agrees that it cannot authorize reproductions, in whole or in part, of any such copy.
8. TAXES. Prices do not include tax. In the event that any federal, state, or local taxes are imposed on on the sale of Services, such taxes shall be assumed and paid for by Merchant Participant.
9. PAYMENT. FI shall gather the data needed to invoice the Merchant Participant at the end of each month based on the Standard Price Schedule for Merchant Servicesin effect at the time of invoicing. These fees subject to change.FI shall email an invoice to Merchant Participant for review by the 5th of the month. The Activity data gathered shall be used to calculate all amounts due from the Merchant Participant to the FI. In the event that the tracking methods employed malfunction or are inoperable, then payment due to the FI shall be calculated based upon the prior historical cost per Activity per month. Any objections to the invoice amount must be received by the FI no later than the 12th of the month. Provided there is no objection to the invoice amount, you authorize the FI to debit your bank account on the 15th of the month for services provided. You understand that this is a periodic charge that shall be made monthly, and that to terminate this recurring debit process you must cancel your BuzzMerchant account. You understand that all account cancellations must be made in writing. You acknowledge that you are the owner or authorized signer on the bank Account entered in this Agreement. In the event that the merchant account becomes past due, in addition to such other remedies as it may have, FI may suspend this agreement and shall be relieved of any obligation to perform the Directory Services, and all charges due shall immediately become due and payable by Merchant Participant. Should the past due amounts not be paid within 15 days following suspension, this agreement may be terminated by the FI and all services shall cease. Additionally, all previous end-users of the Merchant Participant’s Services shall be notified that Merchant Participant is no longer a participant and reward points shall no longer be available from the Merchant Participant. Merchant Participant name shall be removed from the BuzzMerchant Directory and all listed reviews and directional maps shall be removed from the BuzzMerchant web/mobile sites. Merchant Participant also agrees to remove and return all in-store copy including all window stickers, posters and tent cards. Merchant Participant must also reimburse the FI for all expenses incurred in connection within the collection of amounts payable, including without limitation court costs and attorneys fees. Merchant Participant agrees to provide to FI all necessary information and materials relating to any Change Order(s) to enable FI to perform the Directory Services and to prepare monthly invoices. Merchant Participant and FI shall each have the right upon seven (7) days notice to audit solely those records in order to verify the accuracy of the amounts due to the FI. Where such audit reveals a shortfall, Merchant Participant shall forthwith make payment to the FI for the outstanding amounts plus the cost of the audit. Where such audit reveals a surplus, the FI shall credit or refund the surplus amount to Merchant Participant.
10. ACCEPTANCE AND REJECTION OF MERCHANT PARTICIPANT MATERIALS. FI reserves the right to reject, suspend or cancel any Merchant Participant Materials that in the opinion of FI is not (for any reason) appropriate for publication. FI further reserves the right to reject, suspend or cancel any copy that may subject FI or its Third Party Provider to criminal or civil sanction or is otherwise in the opinion of FI offensive or objectionable. FI reserves the right to not run any copy that is not in accordance with the requirements, policies and procedures of FI or its Third Party Provider (including without limitation, content limitations, privacy policies, user experience policies, policies regarding consistency with public image, community standards regarding obscenity or indecency, and editorial policies). If any Merchant Participant Materials are provided late, Merchant Participant is still responsible for the fees due under any Change Order. In addition, FI reserves the right to reject or cancel any copy, order or reservation at any time and to reject any URL link embodied within any copy. FI reserves the right to change the features or functions of any materials or services (including all statements and information appearing in FI proposals, advertisements or websites) without notice. FI may substitute materials or services for those specified to be provided as long as such materials or services substantially conform to Agreement.
11. LIMITATION ON LIABILITY. Merchant Participant assumes all liability for content of copy, and agrees to hold harmless, and shall indemnify FI and its Third Party Provider from all claims, losses, judgments, and damages arising there from the use of Merchant Participant's trademarks, services marks or logos and content. The total cumulative liability of FI for typographical errors, wrong insertions, late publications, and/or non-publication, non-performance due to any force majeure event, as well as all other matters that Merchant Participant might raise relevant to the Directory Services, shall be limited to direct damages only and shall not exceed the amount of fees paid by Merchant Participant under the Agreement. Claims for an allowance for such matters must be made within seven (7) days of the matters first occurrence.
THIS LIMITATION OF LIABILITY IS A CONDITION FOR THEACCEPTANCE OF ANY COPY BY FI. IN NO EVENT SHALL FI BE LIABLE TO MERCHANT PARTICIPANT OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR UNREALIZED BUSINESS OPPORTUNITY, ARISING OUT OF THE DIRECTORY SERVICES, THIS AGREEMENT OR THE PUBLICATION OF OR FAILURE TO PUBLISH ANY COPY, WHETHER OR NOT FI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
12. FORCE MAJEURE. Without limiting Section 10, failure to deliver or otherwise perform the Directory Service shall be excused where such failure results from delays caused by acts of God, fires, floods, strikes, work stoppages, controls or regulation of federal, state, or local governments, or other causes beyond its reasonable control.
13. ASSIGNMENT. This Agreement may be assigned or transferred by FI with a 10 day notice given to Merchant Participant. This Agreement may not be assigned or transferred by Merchant Participant without the prior written consent of FI.
14. GOVERNING LAW; VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State in which FI is domiciled, without regard to its choice of law, and the laws, regulations, ordinances and treaties of the United States of America with respect to intellectual property rights (including without limitation copyright). Each party agrees to the exclusive jurisdiction of the courts as determined by the FI with respect to any dispute arising as a direct or indirect consequence of this Agreement.
15. USER AUTHORIZATION. FI represents and warrants to Merchant participant that (i) FI has been granted express permission and consent from each FI customer who receive offers and other information via direct mail, telephone, text, feed, email, and/or facsimile transmission from FI; and (ii) FI shall comply at all times with the provisions of the CAN-SPAM Act of 2003, as amended or replaced from time to time.
16. CONFIDENTIALITY. A party or its service providers or agents (collectively, the “Disclosing Party”) may, from time to time, disclose to the other party (the “Receiving Party”) certain information relating to the Disclosing Party’s business or customers, affiliates, subsidiaries, agents, or employees; business and marketing plans, strategies and methods that may not be standard industry practice or that are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (all collectively referred to as the “Confidential Information”). The Disclosing Party and the Receiving Party acknowledge that Confidential Information shall be provided at the sole discretion of the Disclosing Party, and nothing in this Agreement obligates the Disclosing Party, its directors, agents or employees to disclose or grant to the Receiving Party access to any Confidential Information. Unless expressly authorized in writing by the Disclosing Party, the Receiving Party covenants and agrees (a) to use the Confidential Information only for the purposes expressly contemplated in this Agreement; (b) that no Confidential Information shall be disclosed to any third party, affiliate, subsidiary, agent, or employee of the Receiving Party without the prior written consent of the Disclosing Party, which may be unreasonably and arbitrarily withheld. The Receiving Party acknowledges that the Disclosing Party remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Receiving Party agrees that the Confidential Information shall not be copied or otherwise reproduced without the express prior written consent of the Disclosing Party. Upon termination of this Agreement, or otherwise on demand by the Disclosing Party, the Receiving Party agrees that it shall promptly return the Confidential Information to the Disclosing Party, uncopied and undistributed. Unless FI has provided prior, express written consent, Merchant Participant shall keep the terms of this Agreement strictly confidential and may not make any disclosure to any person, except to the extent required by law or in conjunction with the sale of all or substantially all of its assets or equities.
17. THIRD PARTY PROVIDER. Notwithstanding any provision in this Agreement to the contrary, Merchant Participant acknowledges and agrees that (i) certain of the services to be provided by the FI hereunder shall be provided on behalf of the FI by a third party provider/licensor (the “Third Party Provider”), and (ii) the Third Party Provider has no direct or indirect obligation, and under no circumstances shall it be liable, to Merchant Participant in connection with the provision of such services. The Third Party Provider shall be a third party beneficiary of this Agreement and any Change Order, and shall be entitled to enforce all of its rights hereunder and the rights of the FI, and to enforce all of the obligations of the Merchant Participant as if the Third Party Provider were a party to this Agreement.
18. ELECTRONIC SIGNATURE. Merchant Participant agrees that its consent to this Agreement or to any Change Order may be evidenced by written, digital or electronic signature and/or an acknowledgement via "I Accept" actions required under an account to activate a Change Order, and the parties acknowledge and accept any of these forms of signatory execution to be valid and binding upon the parties.
19. ENTIRE AGREEMENT. This Agreement and each Change Order agreed to by the Merchant Participant shall constitute the complete and integrated understanding of the parties with respect to the Agreement. All documents referenced in a Change Order or this Agreement shall be incorporated herein by reference as if set forth in full. FI reserves the right to amend or modify this Agreement at any time by providing Merchant Participant with thirty (30) days prior written notice thereof (either by electronic posting, personal delivery, mail or email).
Merchant Terms and Conditions
USA Patriot Act
Important information about procedures for opening a new account
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means for you:
- When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you.
- We may also ask to see your driver's license or other identifying documents.
We thank you for your understanding and for joining us in securing a safer tomorrow.
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