Conpoto Merchant Terms of Service
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CONPOTO MERCHANT AGREEMENT

Conpoto, LLC, a Michigan limited liability company, and its affiliates, successors and assigns (“Conpoto”, “us” or “we”) requires that you read and accept this Merchant Agreement (the “Agreement”) carefully before your use of the Conpoto website/application (the “Application”) as an establishment, and you are bound by this Agreement. Access to the Application is limited to merchants that agree to be bound by this Agreement (“you” or “your”). We reserve the right to change, add or remove any portion of this Agreement at any time.

1. Conpoto Merchant Terms. (a) You are responsible for uploading and maintaining all items available for purchase by users of the Application, including establishing the applicable price for your items. You are responsible for any applicable taxes owed by the consumer or you in connection with the purchase and sale of your items and will cause such taxes to be paid. You understand that Conpoto has no responsibility for providing any product, that such obligation is yours alone, and that, as between you and Conpoto, you assume all responsibility for remediating any failure of your services or goods.
(b) You will at all times service the users of the Application in a professional and responsive manner and in accordance with best sales and services practices and in accordance with standards that are no less rigorous than the standards you demand for sales and service generally, and all in a manner that avoids disparagement, directly or indirectly, of Conpoto.
(c) Unless otherwise agreed by you and Conpoto, all payments for items purchased and redeemed via the Application will be processed by Conpoto twice monthly. Conpoto retains a percentage of each purchase made by consumers via the Application as a processing fee.
(d) The redemption codes for your items purchased by consumers via the Application that do not specify an expiration date do not expire. No code shall have an expiration date unless Conpoto expressly agrees through a writing signed by Conpoto’s CEO and with specific reference to this paragraph. You are solely responsible for honoring all unexpired codes when presented for redemption by consumers and will comply with all laws and regulations applicable to such codes.

2. Alcohol.

You are responsible for complying with all laws, rules and regulations of any governmental authority, including, without limitation, the various authorities regulating the sale of any of your items listed on the Application that contain alcohol or which are subject to regulation in your state. The redemption of codes for items presented by consumers to you constitutes the sale of such items, and the purchase of Conpoto codes via the Application does not constitute a sale of such item by Conpoto. You agree that no minor shall be allowed to purchase, use or be provided with any alcoholic beverage in your establishment whatsoever, and to undertake diligent measures to avoid any such occurrences and to strictly enforce such prohibition. Without limiting the foregoing, you will enforce industry standard practices with respect to verifying age restrictions on any redemption of any code involving alcohol.

3. Scope of Agreement.

You understand and agree that your use of the Application as a merchant constitutes a license, and the Application is licensed, not sold, to you for use only as outlined in this Agreement. This license is limited to a non-transferable license to use the Application on the mobile devices or computers that you own or control. This license does not allow you to use the Application in a way other than as expressly set forth in this Agreement. You may use the Application only in accordance with all applicable laws and regulations. Further, you may not rent, lease, lend, sell, redistribute or sublicense the Application or any of the data contained therein. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, any updates, or any part thereof, including without limitation, any data contained therein. You acknowledge that we have no obligation whatsoever to furnish any maintenance and support services with respect to the Application.

4. Intellectual Property Rights.

You agree that all aspects of the Application including without limitation the selection, coordination and arrangement of the materials in the Application, its look and feel, images, copy, graphics, trademarks, logos and other elements are subject to the proprietary rights of and belong to Conpoto, it subsidiaries and affiliates and its licensors. These materials are provided to you for your limited use of the Application and no other purpose. Any unauthorized use of these materials may violate Conpoto’s or its licensors’ intellectual property rights. In the event that there is a third party claim regarding the content of the Application against you, you should raise such claim to Conpoto directly.

5. Termination.

The Agreement is effective until terminated by you or Conpoto which either party may do at any time and for any or no reason. Your rights under this Agreement will terminate automatically without notice from us if you fail to comply with any term of this Agreement or if you fail to maintain a listing on the Application with at least one (1) item. Upon termination of this Agreement, you shall cease all use of the Application, and no new codes for the purchase of your items will be created after the date of termination. After termination of this Agreement, you are responsible for honoring all codes created prior to the date of termination when presented for redemption by consumers and Conpoto will process such existing codes for payment through the Application until such existing codes expire (if applicable).

6. Accuracy of Data/No Endorsement.

We do not guarantee the availability of and we do not assume any responsibility or liability for the accuracy, completeness, authenticity or distortion of any materials, information or data contained or displayed in or as a result of your use of the Application. Without limiting the foregoing, you further understand and agree that the Application may include or reflect data of licensors.

7. Modifications to Application.

We reserve the right at any time and from time to time to interrupt, restrict (without cause and without notice to you), modify or discontinue, temporarily or permanently, the Application (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application.

8. NO WARRANTY.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATION, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR PROVIDED BY, THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE APPLICATION PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. WITHOUT LIMITING THE FOREGOING, WE FURTHER DISCLAIM ANY WARRANTIES THAT THE APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE APPLICATION IS AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR MOBILE DEVICE OR COMPUTER AND/OR ANY DATA LOSS THAT MAY RESULT FROM YOUR USE OF THE APPLICATION, INCLUDING WITHOUT LIMITATION, DAMAGE RESULTING FROM COMPUTER VIRUSES. PLEASE SEEK THE ADVICE OF COUNSEL IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT.

9. Indemnification.

You agree to defend, indemnify and hold us and our employees, officers, members, agents, affiliates, licensees, successors and assigns harmless from any liability, loss, claim and expense, including reasonable attorneys’ fees and expenses and other legal costs, related to: your violation of this Agreement; any violation of applicable laws or regulations (including, without limitation, any such law or regulation governing the use of alcohol); your consumer’s allegations regarding your products, the quality of such products and/or your delay or failure to provide such products; your use of the Application and/or the unauthorized use of any personal information or data uploaded in connection with the Application; any personal or other injury suffered by the consumer in connection with redeeming product.

10. LIMITATION OF LIABILITY.

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AGENTS, BUSINESS PARTNERS, STAFF, AFFILIATES, LICENSORS, SUCCESSORS AND ASSIGNS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES OR PROFITS, LOSS OF DATA, BUSINESS OR OTHER INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR OR OUR AGENTS’, BUSINESS PARTNERS’, STAFFS’, AFFILIATES’, LICENSEES’, SUCCESSORS’ AND ASSIGNS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNT RETAINED BY CONPOTO WITH RESPECT TO TRANSACTIONS PROCESSED ON YOUR BEHALF VIA THE APPLICATION THAT ARE DIRECTLY RELATED TO THE CLAIM (AND IN NO EVENT SHALL ATTORNEYS’ FEES BE INCLUDED OR PAYABLE). THE FOREGOING LIMITATIONS WILL APPLY, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY AND DAMAGES AS SET FORTH ABOVE SO THE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS OUR LIABILITY AND DAMAGES ARE LIMITED TO THE GREATEST EXTENT ALLOWED BY LAW.

YOU UNDERSTAND THAT THE UPLOADING OF INFORMATION IN CONNECTION WITH THIS APPLICATION IS AT YOUR OWN RISK AND THAT WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR USE OF SUCH INFORMATION.

11. Governing Law/Miscellaneous.

This Agreement shall be construed, interpreted and performed exclusively according to the laws of the State of Michigan, United States of America, without giving effect to any principles of conflicts of law. You expressly agree that any action at law or in equity arising out of or directly or indirectly relating to this Agreement or use of the Application shall be resolved individually, without resort to any form of class action, and shall be filed only in the Federal or state courts sitting in Michigan. You hereby consent and submit to personal jurisdiction of such courts for the purposes of any action related to the Application, your access or use thereof, or this Agreement, and to extra-territorial service of process. Should any part or provision of this Agreement be held unlawful, void, invalid or unenforceable, that portion shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the only terms between us and you. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of its right to enforce such provision. We may assign this Agreement to any entity that purchases all or substantially all of our assets or stock or that otherwise survives in any merger, consolidation or other reorganization.

12. Contact Us.

If you have any questions about the Application or this Agreement, please visit www.conpoto.com or email info@conpoto.com.