Introduction
Rewardful Inc. (“Rewardful”, “we”, “our”, or “us”) helps merchants like you (“Merchant”, “you”, or “your”) manage and build affiliate programs seamlessly through our affiliate management platform available via our website at app.getrewardful.com (the “Platform”) and the services we make available to Merchants through our Platform (the “Merchant Services”), including:
- Tracking and Reporting Services: Rewardful will track, calculate, and report to you the commissions (“Commissions”) owing to each affiliate (“Affiliate”) that is registered to one of your referral programs on the Platform, and you are responsible for paying the Commissions directly to the Affiliates.
- Managed Payment Services: If you opt for Managed Payment Services, in addition to the Tracking and Reporting Services, Rewardful will debit or charge the payment method associated with your Account for the payment of Commissions, and arrange for the payment of Commissions to Affiliates on your behalf via the payment method you elect during onboarding to the service.
- Affiliate Marketplace: You can identify and connect with potential Affiliates via our Platform using the Affiliate marketplace (the “Affiliate Marketplace”).
Merchant Terms
These Merchant Terms of Service (“Merchant Terms”) constitute a legal agreement between you and Rewardful and govern your access to and use of the Merchant Services available via the Platform. These Merchant Terms are in addition to and not in place of the General/Website Terms of Service www.rewardful.com/terms (the “General Terms”). The General Terms are incorporated into these Merchant Terms by reference. In the event of a conflict between a provision in these Merchant Terms and a provision in the General Terms, the provision in these Merchant Terms will control. Capitalized words used in these Merchants Terms but not otherwise defined have the meanings given to them in the General Terms.
By registering for a Merchant Account and accessing the Merchant Services, you are agreeing to be bound by these Merchant Terms. If you violate any of these Merchant Terms, in addition to all other remedies available to us by law or equity, we reserve the right to cancel your Account, restrict your access to our Platform, and cease providing some or all of the Merchant Services without notice. If you do not agree to these Merchant Terms, please do not use our Platform or the Merchant Services.
Your Account
In order to access and use the Merchant Services, you are required to create a Merchant account (“Account”). Unless otherwise arranged with an Rewardful representative, a valid credit card is required for paying accounts.
Fees, Payments, Refunds, Upgrading and Downgrading
Rewardful charges fees for the Merchant Services (“Fees”). Our current Fee schedule is available here www.rewardful.com/withdrawal-fees. All Fees are subject to change at Rewardful’s discretion, and Rewardful shall not be liable to you or to any third party for any such changes. We will provide you with reasonable notice of any Fee increases, and any such Fee increases will automatically apply to your next billing cycle. If you do not wish to accept a Fee increase, your only remedy is to cancel your Account and stop using the Platform and our Merchant Services.
Fees are billed in advance in accordance with our pricing schedule www.rewardful.com/pricing-schedule and all monthly and annual payments are nonrefundable. There will be no refunds or credits for partial periods of service, upgrade/downgrade refunds, or refunds for service periods unused with an open Account. At Rewardful’s discretion, an exception may be made within the first 30-days of the start of a Merchant Service.
All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay for any such taxes that might be applicable to your use of the Platform and the Merchant Services (including on any Commissions).
Billing Information and Invoices
As a condition of your access to and use of the Merchant Services, you agree to provide Rewardful with updated, accurate, and complete payment method and billing information at all times. You hereby authorize us to debit or charge the payment method associated with your Account for the payment of Commissions, Fees, and any other applicable charges as stated in this Agreement. [Invoices of all payments charged to the payment method associated with your Account are generated monthly or at your request, and can be accessed through your Account (each, an “Invoice”). If there are any discrepancies or disputes with an Invoice, please contact us at [insert email address].]
Third-Party Payment Processors
Rewardful uses third-party payment processors to assist with payments. [You may need to enter into separate agreements with such third-party payment processors. Rewardful is not a party to any agreements between you and a third-party payment processor, and Rewardful is in no way responsible for any disputes arising from any such agreements.] You agree to pay any transaction fees or other fees charged by a third-party payment processor in connection with your access to and use of the Merchant Services.
Engaging Affiliates
We do not engage Affiliates directly. Your engagement of any Affiliates, including the determination of commission to be paid to an Affiliate (“Commission”), is solely at your discretion. You must enter into binding agreements with each Affiliate that you engage (“Affiliate Agreements”). Rewardful is not and will not be a party to these Affiliate Agreements. You agree to upload the terms of your Affiliate Agreement to the Platform, including the Commission structure and Commission percentage. You represent and warrant that all information you provide to Rewardful, including in relation to the Commission, is accurate and timely, and that Rewardful is relying on the accuracy of this information when providing you with the Merchant Services. If any changes are made to an executed Affiliate Agreement or Commission for any Affiliate, you agree to immediately notify Rewardful of such changes.
Rewardful is in no way responsible for your relationship with any Affiliates, including any disputes between you and any Affiliates, or their participation in your referral program.
All Affiliates are required to create an Affiliate Account and accept Rewardful’s Affiliate Terms of Service prior to their use of our Platform. Rewardful reserves the right to cancel an Affiliate’s Account and ban the Affiliate from our Platform if the Affiliate breaches the General Terms or the Affiliate Terms, without notice to you.
Using our Affiliate Marketplace available via our Platform, you can identify and connect with potential Affiliates (“Marketplace Affiliates”). We make no representations or warranties about Marketplace Affiliates, including whether or not they are suitable for your particular purpose. If you choose to engage a Marketplace Affiliate, you do so in your own discretion.
Affiliate Commissions
If you are using Rewardful’s Tracking and Reporting Services but not the Managed Payment Services, you acknowledge and agree that: (i) you are responsible for paying Commission to your Affiliates and in no event will Rewardful be responsible for doing so; and (ii) Rewardful is not responsible for any erroneous Commission reports to the extent that such errors are caused by any misinformation or ambiguities in your Affiliate Agreement.
If you are also using Rewardful’s Managed Payment Services, you acknowledge and agree that: (i) you will pay Rewardful sufficient funds to cover all Commissions owed to your Affiliates from time to time; (ii) you authorize Rewardful to pay the Commissions to your Affiliates as soon as Rewardful receives your payment, and such Commission payments cannot be cancelled; (iii) Rewardful is not responsible for paying your Affiliates any Commission that Rewardful does not receive from you in advance; (iv) Rewardful is not responsible for any late or erroneous Commission payments, or any fees associated with such payments; and (v) if you have insufficient funds to pay the Commission or Fees when they become due, Rewardful may charge you for any additional fees (e.g., NSF fees), including interest (●% per month), associated with your failure to pay such Commission.
If an Affiliate has not withdrawn Commissions paid via our Managed Payment Services for a period of 24 months, Rewardful will charge the Affiliate an administrative fee of 5.56% per month. Affiliates will also be charged a fee for rejected payments resulting from incorrect Affiliate payment information.
Amendments to Merchant Services and Merchant Terms
Rewardful reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Merchant Services (or any part thereof) with or without notice to you. Rewardful shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Merchant Services.
Rewardful reserves the right, in our sole discretion, to change, modify, add to, supplement or delete any portion of these Merchant Terms at any time, effective with or without prior notice; provided, however, that we will use reasonable efforts to provide you with notification of any material changes (as determined in our sole discretion) by email. If any future changes to these Merchant Terms are unacceptable to you or cause you to no longer be in compliance, you must immediately stop accessing and using the Merchant Services. Your continued use of the Merchant Services following any revision to these Merchant Terms constitutes your complete acceptance of any and all such changes. Any new features that augment or enhance the current Merchant Services, including the release of new tools and resources, will be subject to these Merchant Terms.
Violation of Merchant Terms
If you violate any of these Merchant Terms, in addition to all other remedies available to us by law or equity, we reserve the right to cancel your Account and cease providing some or all of the Merchant Services without notice. Rewardful reserves the right to investigate and prosecute violations of any provision of these Merchant Terms to the fullest extent of the law. Rewardful may involve and cooperate with law enforcement authorities in prosecuting users who violate these Merchant Terms. You acknowledge that Rewardful has no obligation to pre-screen or monitor your access to or use of the Rewardful Platform or Merchant Services or any information, materials or other content provided or made available through the Rewardful Platform or Merchant Services, but has the right to do so. You hereby agree that Rewardful may, in its sole discretion, remove or delete any entries, information, materials or other content that violates these Merchant Terms or that is otherwise objectionable.
Indemnification
You agree to indemnify and hold Rewardful, its parents, subsidiaries, affiliates, officers, partners and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (i) payment of any Commission; (ii) disputes between you and any Affiliates or third-party payment processor; or (iii) the violation of these Merchant Terms by you or any third party using your Account.
Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL REWARDFUL OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM OR RELATE TO THE MERCHANT SERVICES, EVEN IF REWARDFUL OR AN REWARDFUL AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL REWARDFUL OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE MERCHANT TERMS OR YOUR USE OF THE MERCHANT SERVICES EXCEED EITHER THE AMOUNT OF FEES PAID BY YOU TO REWARDFUL FOR THE SERVICES IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENTS THAT GIVE RISE TO THE APPLICABLE CLAIM OR FIFTY CANADIAN DOLLARS, WHICHEVER IS GREATER.
Disclaimer
THE MERCHANT SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. WITHOUT LIMITING THE FOREGOING, REWARDFUL SPECIFICALLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS IN CONNECTION WITH THE MERCHANT SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
[Rewardful shall use reasonable efforts consistent with prevailing industry standards to maintain and provide the Merchant Services in a manner which minimizes errors and interruptions in the Merchant Services and shall perform the Merchant Services in a professional and workmanlike manner; HOWEVER,] REWARDFUL DOES NOT WARRANT THAT THE MERCHANT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MERCHANT SERVICES.
Jurisdiction
These Merchant Terms will be governed by and construed in accordance with the laws of the Province of Alberta, without giving effect to its conflict of law provisions or your actual state or country of residence.
Enforceability
If for any reason a court of competent jurisdiction finds any provision of these Merchant Terms to be unenforceable, the remainder of these Merchant Terms will continue in full force and effect.
No Waiver
Any waiver of any provision of these Merchant Terms will be effective only if in writing and signed by an authorized representative of Rewardful. Unless expressly granted in writing and signed by the party granting the waiver or that party’s authorized representative, no waiver will extend to any subsequent non-satisfaction of a condition or non-performance of an obligation under these Merchant Terms, whether or not of the same or similar nature to that which was waived. No waiver will affect the exercise of any other rights or remedies under these Merchant Terms. Any failure or delay in exercising any right or remedy will not constitute, or be deemed to constitute, a waiver of that right or remedy. No single or partial exercise of any right or remedy will affect further exercise of any right or remedy.
Assignment
You may not transfer any rights or obligations you have under these Merchant Terms without our prior written consent.
Contact
Any questions or concerns about these Merchant Terms can be directed to us via email at hello@rewardful.com or via mail to the following address:
Rewardful Inc.
Suite 3810 Bankers Hall West,
888 3rd Street SW,
Calgary Alberta Canada
T2P 5C5
