Terms and Conditions

Definitions:

1. “MERCHANT OFFER” means the goods and/or services to be provided by the Merchant, stated on the Offer as presented by Skrambler.

2. “MAXIMUM NUMBER OF OFFERS” means the maximum number of Offers Skrambler is authorized to administer/present on behalf of the Merchant.

3. “MONTHLY MAXIMUM NUMBER OF OFFERS” means the maximum number of Offers Skrambler is authorized to administer/present on behalf of Merchant each month.

4. “OFFER EXPIRATION DATE” means the date stated on the Offer when the Offer expires.

5. “FINE PRINT” means the conditions and restrictions concerning Offer redemption and the Merchant Offering stated on the Offer. * “USERS” means the individual from ages 14 to 24.

Partnership Terms:

a)  Skrambler is authorized to promote and promote offers on Merchant's behalf subject to the terms of this Agreement. The student will then redeem the Offer with the Merchant by presenting the Offer in electronic form utilizing the Skrambler App. The Merchant is required to verify the Student identity as presented by Skrambler App matching the App user in accordance to offers terms and conditions.

b)  The Merchant acknowledges and agrees that these Offers provided shall only be offered to student exclusively using the SKRAMBLER APP and Merchant is not permitted to provide similar offers to any other third party providing similar services to that of the SKRAMBLER. The Merchant shall honor the Offers through and up to expiration date as per agreement terms and conditions. Skrambler is authorized to promote offers on Merchant's behalf through any platform, including its feature deal-of-the-day, affiliates, business partner network, marketplace, or referral network. The Offers may be offered to all or part of Skrambler's subscriber base or its affiliate subscriber base or referral network and segmented by various variables including gender, age, location, and consumer preferences. The features may be offered through a variety of distribution channels, including, the Internet, the Website, affiliate websites, business partner network, email, mobile applications, other types of electronic offerings and other platforms or distribution channels owned, controlled, or operated by Skrambler, its affiliates or business partners.

c)  Merchant agrees that in providing the Merchant Offering, Merchant will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Offer, including the Fine Print. Unless disclosed in the Fine Print. Skrambler reserves the continuing right to reject, revise, or discontinue any Merchant Offering, at any time and for any reason in Skrambler's sole discretion, and to terminate the Merchant Offering and to remove all references to the Merchant Offering and Offer from the Website; and redirect or delete any URL used in connection with the Merchant Offering.

Merchant Tools:

a) The Merchant will receive training on the Skrambler App as well as the Skrambler CRM (Customer Relationship Management) tool. 

b) CRM will provide basic analytics and consumer statistics pertaining to merchant Offers. In addition, the CRM will provide all redemption activities and provide account payables summary.

c) Merchant to submit and update its profile utilizing Skrambler’s CRM; provide all images, logos, trademarks and other contents required prior to Offer posting. All content and images must meet Skrambler’s system resolution and format required. Once the merchant completes offer submittal online utilizing CRM a 24-hour period is required for Skrambler to approve and post online.

Term & Termination:

a)  This Agreement will continue in effect until terminated by either party in accordance with this Section (“Term”). Skrambler is authorized to terminate this Agreement, at any time for any reason, upon written notice to Merchant. Merchant is authorized to terminate this Agreement upon seven (7) business days prior written notice to Skrambler. On termination or expiry of this Agreement, SKRAMBLER will remove all references to the Offers and the Merchant from SKRAMBLER Media and redirect or delete any URL or Merchant contact details used in connection with the Offers. Each Party shall promptly return any property including confidential information of the other which it has in its possession or control.

b)  Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement it such delay or failure result from an Event of Force Majeure. An “Event of Force Majeure” means any of the following war, civil commotion, armed conflict, acts of government, act of government bodies or authorities including but not limited to mobile application publishing stores, riot, act of terrorism, fire, flood or any other action deemed to be out of a party’s control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

Confidentiality Data Restrictions:

a)  The terms for the Merchant Offering described in this Agreement are confidential, and Merchant agrees not to disclose the terms described in this Agreement to any party (other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law, if Merchant has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). In the event of a breach, Skrambler is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).

b)  “User Data” means all identifiable information about users generated or collected by Skrambler or Merchant, including, but not limited to, users' name, shipping addresses, email addresses, phone numbers, purchaser preferences and tendencies, and financial transaction data.

c)  Merchant shall use Customer Data only to fulfill its redemption obligations in connection with the Merchant Offering as authorized by this Agreement. Merchant expressly agrees that any Customer Data shall be used only for this purpose (including, but not limited to, the redemption of Offers and provision of goods and services to users), and not to enhance a file or list owned by Merchant, or any third party. Merchant represents, warrants and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If Merchant engages any third party to facilitate its redemption obligations hereunder, Merchant shall ensure that such third party implements and complies with reasonable security measures in handling any Customer Data. If any Customer Data is collected directly by Merchant or a third party engaged by Merchant to facilitate its redemption obligations hereunder, Merchant shall ensure that it or such third party adopts, posts and processes the Customer Data in conformity with its posted privacy policy and all applicable laws.

Intellectual Property Rights:

a) Merchant acknowledges and agrees that, as between the parties, Skrambler owns all interest in and to the Website, Customer Data, Skrambler trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Skrambler or at Skrambler's direction, or assigned to Skrambler, and any materials, software, technology or tools used or provided by Skrambler to promote, sell/resell (as may be applicable) or distribute the Merchant Offering and conduct its business in connection therewith (collectively “Skrambler IP”). Merchant shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the Skrambler IP or any portion thereof, or use such Skrambler IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, except that Skrambler grants Merchant a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the Term to use one copy of Skrambler's mobile merchant software application on a single mobile computer, tablet computer, or other device, solely for the purposes permitted by that software, and to make one copy of the software for back-up purposes. Merchant shall keep the Skrambler IP confidential, and shall not prepare any derivative work based on the Skrambler IP or translate, reverse engineer, decompile or disassemble the Skrambler IP. Merchant shall not take any action to challenge or object to the validity of Skrambler's rights in the Skrambler IP or Skrambler's ownership or registration thereof.

Limitation of Liability:

a) EXCEPT FOR MERCHANT'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT IS EITHER PARTY LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. SKRAMBLER'S SOLE AND COMPLETE LIABILITY TO MERCHANT FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF ANY OFFER IS LIMITED TO THE AMOUNT OF FEES RETAINED BY SKRAMBLER HEREUNDER FOR THE PRECEDING SIX (6) MONTHS AFTER FINAL CALCULATION AND RECONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. IN ADDITION, ANY CLAIM BY OR ON BEHALF OF A MERCHANT IN CONNECTION WITH ANY PAYMENT MADE BY SKRAMBLER, INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING THAT A MERCHANT WAS UNDERPAID, MUST BE MADE IN WRITING TO SKRAMBLER WITHIN NINETY (90) DAYS FROM THE DATE SKRAMBLER REMITS THE PAYMENT AT ISSUE. ALL CLAIMS NOT MADE IN ACCORDANCE WITH THE FOREGOING SHALL BE DEEMED WAIVED, RELEASED AND DISCHARGED BY MERCHANT.

Others:

a) The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party's prior written approval, to bind or commit the other in any way. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.