Merchant Terms And Conditions

1. General Description

FuelSignal, Inc., doing business as Oodles (“We” or “Company” or “ Our” or “FuelSignal” or “Us” or “Oodles”) provides Merchants (also “You”) access to the Oodles loyalty program and customer engagement platform (“Oodles platform”), and provides Oodles Merchant Accounts, subject to your acceptance of and compliance with the following Oodles Merchant Terms and Conditions (“Merchant Terms”). Oodles authorizes use of the Oodles platform by Merchants, subject to the terms and conditions set forth in these Merchant Terms, strictly for the purpose of providing Oodles loyalty program service with Merchant’s points of sale (POS), and/or for the implementation, execution, and/or management of promotional and marketing campaigns. By applying for a Oodles Merchant Account, and by accessing and utilizing the Oodles platform, and as an express condition of such use and access, you agree to comply with all of the following Merchant Terms. These Merchant Terms, as amended by Oodles from time to time, constitute a complete and binding legal agreement between you and Oodles.

Oodles reserves the right to change, update or otherwise alter these Merchant Terms at any time and without notice. All changes are effective immediately. We will do our best to notify you of any significant changes, but it shall remain your responsibility to monitor these Merchant Terms for changes. In the event of a conflict between these Merchant Terms and any other content provided by Oodles, unless specifically provided otherwise, these Merchant Terms shall govern. Definitions. In addition to the terms defined in parentheses throughout these Merchant Terms, the following terms shall mean:

“User” or “Users” are individuals or retailers/merchants having an established Oodles user account, with at least one store account created, who have accepted the Oodles User Terms of Service https://www.Oodlesrewards.com/terms (“User Terms”). Users may use the Oodles loyalty program platform using Oodles portal, app, and or through Merchants POS integration to create promotional campaign, loyalty points or discounts. “Oodles App” means any software application, including without limitation mobile applications for iOS, Android, or other software or web applications, portal, authorized by Oodles and the application’s User to access the Oodles platform, including without limitation by securely requesting and receiving and accessing User Data, customer data, in whole or in part.

“Merchant POS” means any piece of software that enables any type of loyalty programs configured by the merchant with Oodles loyalty program server. “Promotion Credit” or “Campaign Credit” shall refer to incentives, rewards, points, discounts, gasoline discounts/rewards, in-store credit, and/or credits offered to customers by Merchant and/or Third Parties, which can be redeemed by customer for goods and/or services, and/or applied as payment, in whole or in part, for goods and/or services, at a Merchant’s POS, via the Oodles platform. “User Data” means all data collected by Oodles concerning the use of the Oodles platform. “Campaigns” shall refer to marketing initiatives, programs, discounts, or strategies to attract new or existing Oodles Users/customers to your locations, which may include Users rewards accumulations and/or redeeming Campaign Credit in various ways. The term “Merchant Dashboard” or “Dashboard” means a portal access provided at the Oodles website to view and manage your Merchant Account and User/Customer Data, and to view, manage, create loyalty program campaigns and redeem user/customer discounts information.

2. Oodles Principal Obligations

In connection with your usage of the Oodles platform, and subject to the more detailed Merchant Terms set forth herein, Oodles agrees that we will: Work with you to enable you to accept Oodles service as a method of providing loyalty program at your physical POS store locations; and/or Permit you to leverage the Oodles platform to run Campaigns to engage Oodles Users and new users; Advertise your Campaigns on our digital and mobile properties to Users, and, in some cases, through our network of Oodles App providers; Provide real-time actionable data about Customers/Users low fuel vehicle data to drive traffic to the retailer location; Provide you with rich analytics about customer/ Users’ activities via our Oodles Merchant Dashboard, in accordance with applicable Users’ permissions; Oodles exclusively owns the license to capture, store, use, and transfer any and all Customer/User Data pursuant to these Merchant Terms, and subject to the requirements of these Terms and Oodles Privacy Policy. Oodles retains all ownership of all data collected by the Oodles platform; Work with you to try to resolve promptly and professionally any Customer/User complaints related to the usage of the Oodles platform and any Oodles Campaigns at your locations; Provide you with Campaign Credit redemption tracking and summary analytics for your Campaigns run on the Oodles platform.

3. Merchant’s Principal Obligations

In connection with your usage of the Oodles platform, and subject to the more detailed Merchant Terms set forth below, you agree that you will: Work with Oodles to provide complete and accurate information concerning your business as may be requested in connection with your usage of the Oodles platform, and to maintain the accuracy of all such information; Authorize Oodles to advertise your Campaigns to Customers/Users and to make adjustments to any advertising or messaging as we deem necessary or desirable to promote your Campaigns more effectively; Maintain an active device with the Merchant App on at all times or a POS integration all the time permitting Customers/Users to use a Oodles App, phone number, QR code, “Tap n’ Save QR code, “Tap n’ Save Oodles ID”, account number, loyalty card, or any other form of Customer/User identification for loyalty program transactions, and honor all form of payment methods by Customer/User as same including cash, credit/debit cards; Honor and redeem all Campaign Credit rightfully earned by Customers/Users as part of your selected Promotions Campaigns, and provide Customers/Users with the Campaign Credit, discounts, and goods and/or services that are promised under each Campaign you choose to run; Immediately notify Oodles of any actual or suspected unauthorized use, fraud, violations of any state or federal laws or regulations, or other breach of these Merchant Terms or Oodles’ User Terms; Accept responsibility for any Customer/User complaints and/or customer service issues that may arise in connection with any Customers/User’s redemption or attempted redemption of Campaign Credit; Publicize your relationship with Oodles and encourage your customers to use Oodles and/or engage in Oodles Campaigns, including by messaging via social media channels such as but not limited too Google +, Twitter, Facebook, Text, and/or email (collectively, “ Social Network“ or “Social Networks” or “Social Channels” or “Social Media Channels” or “ Social Sharing Sites” or “Social Sharing Channels”) to your existing customers; Place the Oodles advertising or point of sale collateral material in a prominent and visible location and agree to not modify the Oodles promotional material in any way shape or form and; Agree to add a stickers, advertising material, promotional banner, and posters to your physical storefront and a digital badge to your website explaining customers about Oodles app benefits on gasoline and in-store purchases. (Oodles may provide such materials for fee or free of charge from time to time).

4.Application, Registration, and Approval

In order for Oodles to provide you Customers/Users via the Oodles platform, and for you to leverage the Oodles platform for loyalty program campaigns, you must be registered with Oodles and have an established Oodles Merchant Account. You may be able to sign up or request a Oodles Merchant Account by contacting Oodles by completing the application including service agreement on its website directly, or by phone or email. An Oodles representative will contact you with additional information needed to complete an application to register and approve for an Oodles Merchant Account. In order to establish an Oodles Merchant Account, Oodles may require that you provide Oodles certain information, including without limitation your full legal name and/or the legal name of your business, your Social Security Number and/or the Federal Employer or Tax ID Number of your business, and account information to validate the legitimate business and location. Oodles will maintain the security of your account information using a third-party service provider. Oodles does not store or share your personal, business, or bank account information. By establishing an Oodles Merchant Account, you authorize Oodles to draft your account directly every month in advance, including without limitation to all fees due. You represent and warrant that all information provided by you to Oodles in connection with the application for a Merchant Account is complete and accurate. You agree to update all such information promptly in the event of any changes. The provision of inaccurate information shall be grounds for revocation of your Merchant Account, without limitation to other available remedies. Oodles reserves the right to reject an application or registration for a Oodles Merchant Account, for any reason.

 

5. POS Integration Installation & Merchant App

The Oodles platform is currently supported by using the Merchant app or through our integration software packages for Gilbarco Passport and VeriFone POS systems (and more are currently under development). If you are using a POS system that presently supports a Oodles platform integration, the POS company may provide you with a limited, non-exclusive license to the latest loyalty software module to power such integration for fee or free of charge. Please note that Oodles is not responsible for installing or integrating Oodles platform to your POS. Your POS provider, IT contractor, and/or other third-parties with which you contract may charge fees, such as license fees, or professional services fees, in order to facilitate the initial integration of the Oodles platform into your POS system and/or to support the integration. Oodles is not responsible for such fees. Oodles may recommend list of service providers as an option to the Merchant. Once Oodles software is integrated on your POS system, you authorize Oodles to remotely access your POS system for the purposes of general maintenance, issue resolution, communication, and/or upgrades using software tools including the LogMeIn program (“LogMeIn”) and the TeamViewer program (“TeamViewer”). Merchant agrees to keep all Oodles LogMeIn and TeamViewer account and password information strictly confidential and further to limit those employees of Merchant who may access such information. You agree to indemnify and hold harmless Oodles for any loss incurred by you resulting from another’s use of any Oodles LogMeIn and TeamViewer password or account, as may be applicable, either with or without your knowledge. You further agree to indemnify and hold harmless Oodles for any losses incurred by Oodles or another due in whole or in part to your failure to keep said password or account information confidential. You are required to properly maintain the Oodles software supporting your POS integration, including but not limited to performing all POS system updates, anti-virus updates, firewall maintenance, OS updates and security patches, and you will be solely responsible for any and all losses incurred as the result of a failure to properly maintain such software.

6. Campaigns.

Oodles offers a series of highly customizable, pre-built loyalty program campaign structures that can be selected, modified, and implemented by Merchant, via the Merchant Dashboard interface, at no additional cost to Merchant beyond the monthly “Service Fee” explained below. Oodles reserves the right to discontinue support for any Campaign at any time, for any reason.

You have complete control over your Loyalty Program Campaign strategy. You can choose to run as many, or as few, Campaigns as you’d like, via the Oodles platform.

You are restricted to the existing, pre-built Oodles Campaign structures built within the Oodles platform.

You are required to honor and redeem all Campaign Credit rightfully earned by Customers/Users as part of your selected and offered Campaigns, and agree to apply redeemed Campaign Credit to transaction amounts at the time of a transaction as set forth in these Merchant Terms. You are responsible for providing to Customers/Users all goods and/or services that are promised under each Campaign you choose to run. You are solely responsible for any claim or damages arising out of your failure to grant or honor or redeem any Campaign credit.

You shall be liable for Campaign Credit or Customer/User loyalty Credit accumulation at your point of sale or any other stores owned and operated by you and signed by this Merchant Agreement. Any Credit can be redeemed at the same store location the Customer/User has accumulated or any other store locations owned and operated by the same Merchant.

You agree that in providing goods and/or services to Oodles Customers/Users, you will not impose any restrictions on redemption, rewards, or any extra fees, charges or conditions that contradict these Merchant Terms and/or the terms established by Oodles in connection with any individual Campaign.

When Oodles advertises Campaigns, discounts, and related Campaign Credit (including discounts, loyalty points, rewards and/or any other incentives) associated with your use of the Oodles platform, including within a Oodles App, we do so as your marketing service. You retain the legal obligation to award, redeem, and/or apply Campaign Credit to Customers/Users’ purchases of goods and/or services as promised to Customers/Users.

All Campaigns run on the Oodles platform, including the manner in which Customer/User Credit is awarded, redeemed, and applied, must comply with all applicable federal, state, and local laws and regulations.

Redemption or application of Campaign Credit, discounts, for gasoline and alcoholic beverages is at the sole discretion of the Merchant, and is subject to compliance with applicable federal, state, and local laws and regulations.

Oodles shall have the right to terminate any Campaign at any time for any reason in its sole discretion. Oodles shall have the continuing right, but not the obligation, to reject, revise, or discontinue publishing any Campaign and to require you to edit or modify the same for any reason, including, without limitation, to conform your use of Oodles to our specifications and applicable law.

 

7. Data Reporting and Analytics

Oodles provides to Merchants, via the Merchant Dashboard interface, access to User/Customer Data, and related reporting and analytics features, concerning transactions conducted on the Oodles platform at Merchant’s locations, as authorized by Oodles Customers/Users. The Customer/User Data provided to Merchants pursuant to these Merchant Terms includes a history of a Customers/User’s transaction on the Oodles platform at your locations (i.e., the date, time, location, and amount of each customer’s individual purchases) and the customer’s progress in your active Campaigns (i.e., Campaign Credit or rewards earned and redeemed, and status in any ongoing Campaigns). Oodles exclusively owns the license to capture, store, use, and transfer any and all Customer/User Data pursuant to these Merchant Terms, and subject to the requirements of these Terms and Oodles Privacy Policy. Oodles retains all ownership of all data collected by the Oodles platform.

8. Use of the Oodles  Platform

Oodles authorizes your use of the Oodles platform, the Oodles Merchant Portal including dashboard, and your Oodles Merchant Account, for the limited purposes set forth in these Merchant Terms. You represent and warrant that all information provided by you to Oodles is complete and accurate. You agree that the entity identified in connection with your Oodles Merchant Account shall be the only entity for which the Oodles platform is used. You agree that, to the extent the Oodles platform is used to promote loyalty programs and promotions for goods and/or services actually delivered or provided by you in the ordinary course of your business, as described by you to Oodles in the application and registration process, or as updated from time to time by contacting Oodles. You are required to notify Oodles of any material change or expansion in the nature of goods and services offered by your business, for which you intend to use Oodles platform to promote your goods and/or service. You agree that, to the extent the Oodles platform is used to execute Campaigns, you shall honor and redeem all Campaign Credit rightfully earned and/or granted to Customers/Users. You shall use the Oodles platform for the purpose of loyalty program promotions and not providing cash advances, or otherwise distributing cash to any Customers/Users or entity. You warrant to Oodles that you comply with all applicable laws and regulations concerning the prevention of money laundering and/or funding of terrorist organizations. You shall not use the Oodles platform in connection with any illegal activity, in violation of any federal, state, or local law, or in connection with any lottery or gambling activity. You agree to ensure that none of your employees or agents requests that a Oodles Customers/Users divulge their account number, or other personal identifying information such as address, telephone number, email address, or name, in connection with or as a condition to any Oodles transaction. As a Merchant utilizing the Oodles platform, your conduct and business practices reflect upon Oodles and the community of Merchants utilizing Oodles as a loyalty platform to promote their business. Oodles reserves the right to terminate your use of the Oodles platform if, in its sole discretion, if it determines that your business, conduct, or business practices reflect poorly upon Oodles.

 

9. Marketing

As a condition of your use of the Oodles platform, you grant Oodles a limited, non-exclusive license to use your business name, logo, and related information in order to promote your use of Oodles to Customers/Users. In order to promote the success and accelerated use of Oodles following integration at your Merchant locations, Oodles suggests that Merchant engage in all or some of the following marketing initiatives, which Oodles has found to be particularly effective, specifically including the following: In-store promotion including stickers on windows, banners, posters and fuel perks flyer and rewards advertising; Handing out cards and promoting to customers post launch at each Merchant location; Staff employees on-site during the week of launch to promote usage and downloads of the Oodles Applications; Email promotion to existing Client’s customer base; and Social media promotions on Client’s sites.

Oodles will assist Merchants to a reasonable degree in planning and coordinating all of the above marketing initiatives. Costs and expenses associated with such marketing initiatives, or other marketing initiatives concerning the use of Oodles at Merchant locations, are to be paid solely by Merchant or in some cases as a Co-Op Marketing expenses shared between Merchant and Oodles. In order to facilitate the above-listed marketing initiatives, Merchant is granted a limited, non-exclusive license to use Oodles promotional materials and Oodles trademarks and logos for the above-enumerated purposes. Merchant shall not be permitted to alter or modify any Oodles trademarks or logos. All other use of Oodles trademarks and logos shall be subject to the prior approval of Oodles. Merchant shall not use any Oodles promotional materials or Oodles trademarks or logos in any way that suggests or implies that Oodles endorses Merchant’s products or
services.
Oodles will list and/or promote Merchant’s location(s) to Users within the Oodles platform in a manner as determined by Oodles. In connection with such efforts, you grant us, our affiliates and our advertising partners, a limited, non-exclusive license to use, copy, reproduce, modify, license, distribute and publish any of your trademarks, service marks, logos, photographs, text, images or other content (collectively, “Merchant Content”) for publication as part of marketing or promotion of your use of Oodles to Oodles Users and new users, including in applications, on the Oodles website, through the online services of our affiliates and advertising partners. You represent and warrant to us that you have the right to provide the Merchant Content to us, and that the use, copying, modification and publication of the Merchant Content by us and by our affiliates and advertising partners: (a) will not infringe, violate or misappropriate any third party copyright, patent, trade secret or other proprietary rights, (b) will not infringe any rights of publicity or privacy, and (c) will not be defamatory or obscene or otherwise violate any law.

10. Oodles Fees

*(During our current Beta Launch and test phase our fees are negotiated with the individual retailers). In most instances the fee will be some percentage taken from the transaction.

 

11. Intellectual Property

You agree and acknowledge that Oodles owns and retains all ownership of all right, title and interest (including without limitation copyright, trademark, patent, and/or trade secret) in and to the inventions, software, hardware, technology, tools, content, Campaigns, confidential information, websites, guides, online services, trademarks, logos, data, and other materials related to the Oodles platform and Oodles Apps, other than the Merchant Content, defined above, or otherwise used by us to promote, sell, generate, or distribute the use of Oodles (collectively, the “Oodles Content”), and no licenses or other rights to the Oodles Content are granted to you by your use of the Oodles Platform, by these Merchant Terms, or otherwise. You shall not rent, lease, publish, license, distribute, transfer, copy, reproduce, display, or modify the Oodles Content or any portion thereof, or use such Oodles Content as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on the Oodles Content, nor shall you translate, reverse engineer, decompile or disassemble the Oodles Content. The Oodles Content shall include any custom campaigns created by you using the Oodles Dashboard tools provided by Oodles.

 

12. Customer/User Complaints; Fraud

If Oodles receives any Customer/User complaints or dispute related to your use of Oodles platform, or your Campaigns, you will cooperate with us as we investigate such complaints. While we will seek to resolve complaints to the satisfaction of all parties, we might not be successful in doing so, and so we reserve the right to refund payments to Customers/Users, and adjust the Proceeds owed to you correspondingly, as determined to be necessary in our sole discretion.

13. Representation and Warranties

You represent and warrant to Oodles that: You have the right, power and authority to enter into this agreement to be bound by these Merchant Terms, including the right to bind your employer if your access to the Oodles platform is undertaken or requested on behalf of your employer.

You are registered for sales and use tax collection purposes in all jurisdictions in which your goods and services will be provided pursuant to the use of the Oodles platform and presentation and redemption of associated Campaigns; You shall not impede an authorized Campaign being immediately available for redemption by the User; The use of your Oodles platform, including any discounts or goods and services offered thereunder, will comply with all, and will not violate any, local, state, federal or international law, statute, rule, regulation or order, including without limitation those governing rewards, incentives, gift cards, coupons and/or gift certificates; and Any advertising or promotion of your products or services relating to the association will not constitute, and you will not engage in any, false, deceptive or unfair trade practices.

 

14. Disclaimer of Warranties.

We will make reasonable efforts to provide all elements of the Merchant Terms to you in compliance with the applicable description herein. OTHER THAN AS EXPLICITLY SET FORTH, WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, the Oodles platform, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE DO NOT WARRANT OR GUARANTEE THAT YOU WILL ACHIEVE ANY LEVEL OF SALES, REVENUE OR PROFIT. WE DO NOT WARRANT OR GUARANTEE THAT THE Oodles WEBSITES OR SERVICES OR CUSTOMER/USER DATA WILL ALWAYS BE AVAILABLE OR OPERATE ERROR-FREE, THAT THE CAMPAIGNS WILL BE ERROR-FREE, OR THAT ANY ERRORS, OMISSIONS OR MISPLACEMENTS IN THE MERCHANT RELATIONSHIP WILL BE CORRECTED. No statement, either orally or in writing, made by any of our officers, employees or agents will vary this paragraph.

 

15. Limitation of Liability.

IN NO EVENT WILL WE BE LIABLE OR OBLIGATED TO YOU OR ANY THIRD PARTY IN ANY MANNER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES ON ACCOUNT OF LOST PROFITS, LOST REVENUES OR FAILURE TO REALIZE ANTICIPATED BUSINESS BENEFITS, ARISING IN CONNECTION WITH THIS AGREEMENT, or your use of the Oodles Platform, REGARDLESS OF THE FORM OF ACTION, WHETHER OCCURRING IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGES MAY HAVE BEEN INCURRED. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE ASSOCIATION EXCEED THE AMOUNT OF FEES PAID TO AND RETAINED BY US IN CONNECTION WITH THE AGREEMENT RELATED TO THE DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

 

16. Indemnity.

You agree to indemnify and hold harmless Oodles, its affiliated and related entities, and any of their officers, directors, employees and agents (collectively, “Company Indemnities”) against any claims, actions, suits, investigations, liabilities, losses, damages, costs and expenses, including but not limited to attorneys’ fees and costs (collectively, “Damages”), arising out of, relating to, or incurred in connection with, any of the following: Any breach or alleged breach of these Merchant Terms, or of your representations, warranties or covenants set forth herein;
Your failure, or alleged failure, to grant, redeem, or honor a Campaign incentive or reward, or Campaign Credit; The products or services provided by you, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; Your failure to maintain your POS integration to the Oodles platform; and The Customer/User Data, or reporting or analytics services, provided by Oodles pursuant to Customer/User granted permissions, including the completeness or accuracy of such data, and/or the revocation of any applicable permission.

17. Confidentiality.

In connection with these Merchant Terms, and the actions contemplated hereunder, Oodles and Developer may disclose to each other certain confidential and proprietary information relating to their respective businesses, customers, suppliers, prices, products, and technologies that is not generally publicly known (“Confidential Information”). Each of us shall keep confidential the expressly designated Confidential Information of the other party, not disclose it to any third party, and not use it except for the purposes contemplated by these Merchant Terms. The obligations of confidentiality herein shall not apply to (a) information in the public domain without fault of the receiving party; (b) information disclosed to the receiving party or in the possession of the receiving party without any breach of confidentiality of the receiving party or any third party; (c) information independently developed by the receiving party without use of the Confidential Information of the disclosing party; and (d) information required to be disclosed in order to comply with law.

 

18. Termination

These Merchant Terms, as amended, shall apply until terminated pursuant to this section. Oodles reserves the right to terminate this Agreement, and any other agreements you may have with Oodles, to revoke any license(s) granted hereunder, and/or to revoke access to the Oodles platform for any Merchant, without recourse, in the event that: (i) you are in material breach of these Merchant Terms, (ii) you violate any laws or otherwise engage in any conduct that may adversely affect our business or reputation; (iii) Oodles is required to terminate by law. Such determinations are in the sole discretion of Oodles. All accrued rights and remedies granted to Oodles hereunder shall survive any termination of this Agreement.

Upon the termination of this Agreement for any reason, you agree to immediately cease all use of the Oodles platform, and to erase and destroy all copies, full or partial, of Oodles Confidential Information in your and your authorized users’ possession or control. At Oodles request, you agree to provide written certification of such destruction to Oodles. Oodles will not be liable for compensation, indemnity, or damages of any sort as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement will be without prejudice to any other right or remedy Oodles may have, now or in the future.

You may cancel your use of Oodles with 30 days’ prior written notice to Oodles. If you choose to cancel your use of Oodles, or any individual Campaign, within one calendar week following the termination of your use of Oodles, you will pay to Oodles a brand protection fee equal to 18% of the outstanding Campaign Credit that has been unlocked (earned) but not yet redeemed by Users.

 

19. Privacy Policy

Oodles reserves the right to share transaction data, in aggregate, with third parties to aid in statistical analysis, Loyalty Program structuring and tracking, or feature development. You understand and agree that Oodles reserves the right to share Customer/user information in accordance with the Oodles general Privacy Policy (“Privacy Policy”), which can be found here: https://www.OodlesRewards.com/privacy. The Privacy Policy is incorporated by reference herein.

 

20. General

This Agreement represents the entire agreement of the parties as to its subject matter, and supersedes all prior written and oral representations and discussions between the parties. If a matter arises that cannot be resolved between you and Oodles with reasonable effort, you agree that all such disagreements or disputes that in any way involves the Merchant Terms shall be resolved exclusively by final and binding administration by the American Arbitration Association (“AAA”), and will be conducted before a single arbiter pursuant to the applicable Rules and Procedures established by the AAA. You agree that the arbitration shall be held in Texas, or at any other location that is mutually agreed upon by you and Oodles. You agree that the arbiter will apply the laws of Texas consistent with the Federal Arbitration Act, and will honor and agree to all applicable statutes of limitation. You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between you and Oodles. If any part of this Arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, with the exception of the class language referenced herein, in such case this entire section shall be deemed invalid.

The parties are independent contractors. Except for our right to advertise on your behalf in accordance with the Merchant Terms, this Agreement does not create any joint venture or agency, and you and we are independent contractors without the power to bind the other.

All communications between Merchant and Oodles, and any notices due hereunder, may use electronic means. For contractual purposes, Merchant (a) consents to receive communications from Oodles in an electronic form, and (b) agrees that all Merchant Terms, agreements, notices, disclosures, and other communications that Oodles provides to you electronically will satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect Merchant’s statutory rights.

If a court of competent jurisdiction holds any provision of this Agreement invalid, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect.

Any disputes arising out of or related to this Agreement shall be governed by the laws of Texas, without regard to its choice of law rules and without regard to conflicts of laws principles except that the Federal Arbitration Act shall govern the Arbitration provision. These Merchant Terms are void where prohibited.

21. Choice of Law and Location for Resolving Legal Disputes

Any disputes arising out of or related to this Agreement shall be governed by the laws of Texas, without regard to its choice of law rules and without regard to conflicts of laws principles except that the Federal Arbitration Act shall govern the Arbitration provision. These Merchant Terms are void where prohibited. You and Oodles agree to submit to the personal jurisdiction of the courts located within Travis County, Texas for the purpose of litigating claims.

 

22. Additional Disclosures

No waiver by either you or Oodles of any breach or default or failure to exercise any right allowed under these Terms and Conditions is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Terms and Conditions The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of our Agreement invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms and Conditions, and the remaining portions of our Agreement shall continue in full force and effect. The provisions of these Terms of Use apply equally to and are for the benefit of Oodles, its subsidiaries, affiliates, Merchants and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly.

Oodles will not be liable for any default or delay in the performance of its obligations under these Terms and Conditions due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event if beyond Oodles’ reasonable control.

Updated Merchant Terms and Conditions: April 4, 2016

Contact a specialist from the Oodles team:
Call (512) 551-0777