Terms and Conditions
Deals Terms & Conditions for MerchantsA warm welcome to the DealShaker advertising platform (hereinafter referred to as our “Platform”/"Website"). We wish you every success and pleasure in your activities and promotions.
The present website/software/platform is owned/maintained by M/S Executive Management Finance Consultants FZC, licence N 00827, registered with UAQ (Umm Al Quwain) Free Trade Zone Authority, (hereinafter referred to as the "Company") and provided exclusively to the OneLife Network as a service, subject to the General Terms and Conditions provided below.
Your use of the website and the facilities provided, acknowledges expressly your acceptance and understanding of these General Terms and Conditions.
These Terms and Conditions together with all and any additional rules, collectively referred as to the “Agreement” constitute the terms of the relationship between the parties.
Definitions as used per this Agreement are as follows:
ADVERTISING FEE means the amount that the Company shall remit to Merchant for each Deal Coupon redeemed by the purchaser, subject to the payment terms. Advertising Fee for the DealShaker platform is charged on redeemed Deal Coupons only and will not be charged on unsold or unused Deal Coupons.Advertising Fee can vary depending on the prefered option for advertisement by the Merchant.
Option “Featured Deals” will incur a higher advertising fee and will provide the Merchant with priority listing. If not specifically appointed by the Merchant, the redeemed Deal Coupons will incur a regular advertising fee.
Regular Advertising Fee is calculated based on the Cash Value of the Promotional Deal Offering Price. Until March 1, 2017 the adv. Fee will equal 25% of the cash value.
Featured Deals Advertising Fee is calculated based on the Cash Value of the Promotional Deal Offering Price and will equal 50% of the cash value of the redeemed Deal Coupon Price.
Featured Deals Advertising Fee will require that the Cash Value of Promotional Deal Offering Coupon Price constitutes at least 20% of the Deal Coupon Price and that it is equal or higher than 100 EUR.
AMOUNT PAID is to be considered the value in ONE and EUR by the purchaser/buyer to the Merchant for a promoted deal on the DealShaker platform.
CASH VALUE(of promotional deal offering) refers to the Cash component of the Deal Coupon Price as set by the Merchant
COMPANY Company refers to the business entity housing the DealShaker platform. M/S Executive Management Finance Consultants FZC, licence N 00827, registered with UAQ (Umm Al Quwain) Free Trade Zone Authority
DEAL COUPON is to be considered a statement verifying of the Promotional Deal Offering purchase and is to be honored as a buyer - seller contract and used/redeemed in exchange for the promoted service/product included/described in the Deal Coupon.
DEAL/ PROMOTIONAL DEAL OFFERING - means the goods and/or services to be provided by the Merchant, stated on the Deal Coupon as presented by the Company. Value/Selling Price of the Deal Coupons is determined by Merchant.
KYC/KYB - ‘Know your customer’/ ‘Know your business’ is the procedure that identifies and verifies the identity of active Platform users. The objective behind the necessity for these procedures is for the Company to ensure compliance with anti-terrorist financing and anti money-laundering regulations, and readiness to cooperate in the cases of future governmental inquiries,required by any respective country’s requirements.
MAXIMUM QUANTITY OF DEAL COUPONS means the maximum number of Deal Coupons that the Merchant has authorised the Platform to sell and promote on the Merchant’s behalf.
MERCHANT OFFICE is the section in the user’s account, where users can submit their Merchant profile details for approval, create deals and track and control their Merchant and Deal operations and performance.
MERCHANT means every user of the DealShaker advertising platform that has an approved Merchant Profile in the DealShaker database.
ONE VALUE(of promotional deal offering) refers to the ONE (OneCoins) component of the Deal Coupon Price as set by the Merchant
PROMOTIONAL VALUE Validity Period (Also referred to as Promotional Value Expiration Dated, Deal Coupon Expiration Date, Deal Coupon Validity Period) will all refer to the end date and/or the validity period of the Deal Coupon, as set by the Merchant. The Promotional Value Expiration Date marks the final date in which the purchaser can redeem a purchased Deal Coupon at the Merchant Addresses assigned to the Promotional Deal Offering.
PLATFORM refers to the DealShaker advertising platform.
REGISTRATION INFORMATION/ REGISTRATION DATA - refers to all input and user data provided by the users of the Platform upon registration of user account, Merchant Profile or Address/Redemption Location.The present Terms and Conditions of Use (the “Terms”) explain all conditions for website usage and govern the rules for promotion and purchasing the products and services displayed/provided.
The present “Terms” by their legal nature are valid and binding agreement therefore we recommend that each Merchant read them carefully prior to using the hereto provided services and products.
These “Terms” apply to all visitors, Merchants and all users accessing the present website and/or using the services/products addressed and decribed. .
The Company reserves the right to update/modify these Terms and Conditions of Use from time to time. When modifications of these “Terms” are performed the “last updated” date at the bottom of this page will be displayed. Continued use of this website and/or products and services provided means that the customer has accepted the modified version of these “Terms”, therefore we recommend our Merchants to regularly review those “Terms”. In case of non-acceptance of the modifications to these “Terms” or any future terms, please discontinue usage of this website and terminate the usage of the products/services hereto provided according to the termination procedure hereto displayed.
USE OF SERVICES/PRODUCTS
EligibilityServices may only be used by legal entities, partnerships or individuals provided that they or their operatives are authorized and are at least 18 years of age and legally capable within their jurisdiction.
Usage of website, products/servicesMerchants are granted with permission to use this website and the products/services hereto displayed, provided that they:
(i) comply in full with these Terms; (ii) will not copy, distribute or modify any part of this website without prior written authorization; (iii) will not send unsolicited or unauthorized advertisements, spam, chain letters, etc.; and (iv) will not disrupt servers or networks connected to this website.
Merchants agree not to: (i) access or use this website, services and/or content in any manner that could damage, disable, overburden, or impair any of our accounts, computer systems or networks; and (ii) attempt to gain unauthorized access to any parts of this website, services and/or content, computer systems or networks.
In addition, Merchants agree not to interfere or attempt to interfere with the working of this website, services or any of our accounts, computer systems or networks. Access to and use of password-protected or secure areas of this website is restricted to authorized Merchants/users only.
Merchants are obliged not to collect or harvest any personally identifiable information, including account names or e-mail addresses, from this website, nor to use the communication systems provided by for any commercial solicitation purposes. Merchants are obliged not to solicit, for commercial purposes, any users of this website.
Certain of our Services permit commercial use as specifically identified in connection with such products/services. All commercial use of this website, the products and/or services must be in accordance with these “Terms” and any specific terms pertaining to those products/services. Illegal and/or unauthorized use of this website, services and/or any content, or any portion thereof, including, but not limited to, unauthorized framing of or linking to this website is prohibited. Any such use shall be deemed to be a violation of these “Terms”.
ProfilesBy assessing this website and enjoying the hereto displayed services, products or offers, Merchants may create a merchant profile. By creating a Merchant profile, the user shall and is obliged to (if not already provided) provide accurate, complete, current and truthful personal and business information, as prompted by our registration processes, and to maintain and update the information provided, as required for full compliance with user’s hosting country’s legislative regulations.
Merchants, for security reasons are obliged not to share their account login information, password or other account information with anyone.
Usage of other Merchant’s accounts/profiles by third parties is not permitted , unless prior written permission is obtained.
Users may not impersonate any person or entity or misrepresent their identity or affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name, likeness, voice, image or photograph.
Users are solely responsible for maintaining the confidentiality of their account, password or other account information and for any activity that occurs on their account, and must keep their account password secure.
In case of any security breach or unauthorized use of specific account or any other breach of security users must notify the company immediately. Users are solely liable for any use of their account or password, including without limitation, losses due to any unauthorized use of their account. The Company is not liable for any losses incurred by the Merchants or anyone on their behalf and caused due to any unauthorized use of their account.
Users are obliged to notify the Company immediately of any unauthorized use of their account, password or other account information.
Interaction with other Merchants/usersMerchants are solely responsible for all and any interaction with other users. The Company reserves the right, but has no obligation to monitor any disputes between Merchants. Merchants are solely responsible for their interaction with other users and the Company is not and can’t be held liable for any such interaction or any actions of Merchants promotingv ia the website.
Changes to the servicesThe Company constantly innovates and searches for ways to provide its Merchants with new and cutting-edge features and services. Therefore, changes to the services provided hereto may take place at any time without prior notice. It is also possible that the Company may stop providing the services or features of those generally, or to create usage limits for certain services. The Company may permanently or temporarily terminate or suspend access to the services or features of those without notice and liability for any reason, including if upon the sole determination of the Company, the Merchants/users violate any of the provisions stipulated hereto, or for no reason. Upon termination for any reason or no reason, Merchants continue to be bound by the hereto specified post-termination terms and conditions. Any changes and/or modifications shall be with immediate effect, unless otherwise required by law.
Website and service availability noticeThe availability and functionality of the present website and the services provided hereto depend on various factors, including software, hardware and communication networks that are provided by third parties. These factors are not necessarily fault-free.
The Company does not warrant that the present website and the services will be available and will operate without disruption, errors or interruptions, or that they will be accessible or available at all times, or protected from errors or unauthorized access.
Due to the above the Company reserves the right any time, without notice, to do any of the following: (1) modify, suspend or terminate the operation of or access to the website, products/services and/or content or any portion thereof, for any reason; (2) modify or change the website, products/services and/or content or any portion thereof, and any applicable policies or terms related thereto; and (3) interrupt the operation of the website, products/services and/or content, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
Merchants’ contentBy uploading, posting, submitting and/or otherwise disclosing or distributing Merchants’ content, Merchants represent and warrant that they own all rights pertaining to it and that any such content posted/published and/or otherwise shared does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (defined below) or rights of publicity or privacy.
The Company reserves the right, but is not obligated, to reject and/or remove any Merchants’ content which upon the sole discretion of the Company is considered as violation of the hereto stated provisions. The Company takes no responsibility and assumes no liability for any Merchants’ content that is posted or sent over the services provided, by specified customer or any other user or third party.
In addition and for avoidance of any doubt, the Company is not responsible and can’t be liable for any third party content published through the platform.
Merchants expressly consent that any loss or damage of any kind that occurs as a result of the use of any Merchants’ content send, uploaded, downloaded, streamed, posted, transmitted, displayed, or otherwise made available or accessed through the use of the services, is sole responsibility of the specified Merchant/customer and cannot constitute any kind of claim.
In addition, Merchants agree that the Company is only acting as a passive conduit for Merchants’ online distribution and publication of their content. The Company is not responsible for any public display or misuse of any Merchants’ content.
MERCHANT REGISTRATION AND KYC/KYB COMPLIANCEIn order to enable the Company to comply with anti-terrorism, financial services and other applicable laws and regulations and KYC ('Know Your Customer')/KYB (“Know Your Business”) requirements imposed, Merchant must upon registration and/ or thereafter on Company's first request, provide information about itself, its activities and its shareholders (the Registration Information). Merchant warrants unconditionally that all Registration Data it provides is correct and up to date.
Merchant will provide the Company with at least three Business Days prior written notice of any change of the Registration Information. The Company applies a risk-based approach to CDD.
Merchant will on first request from the Company provide such additional information and supporting documentation regarding its activities and/or identity and that of its shareholders (if any) as the Company may reasonably determine to need to ensure compliance with applicable laws and regulations and KYC/KYB requirements. Merchant agrees that the Company may run further checks on Merchant's identity, creditworthiness and background by usage of compliance and risk management softwares and/or
contacting and consulting relevant registries and governmental authorities.
In addition, in order to ensure the best possible quality of the services provided and for compliance purposes, the Company reserves the right to regularly perform retrospective due diligence on all existing Merchants.
This includes, but is not limited to the provided Business/individual details and redemption address information (also referred to as Merchant Address), Articles of Incorporation or continuance; Certificate of Incorporation or continuance; Company By‐Laws; Partnership Deed (where applicable); Identity of shareholders holding more than 10 per cent of the paid up share capital and/ or key functionalities, corresponding commercial register extract, fiduciary agreement; personal identity, bill loading, source of funds.
Please note that in case of rightful and legitimate request from any authority, for prevention of any violations of the applicable legislation, the Company reserves the right for full cooperation according to the relevant legislation, including provision of the Merchants data available.
Termination noticeThe Company may limit, suspend or terminate Merchants’ or users’ accounts and/or their ability to access the website and/or any areas of the website, access to products/services or any content provided on or through the website, in its sole discretion, immediately, and/or limit, suspend or terminate any future access, with or without cause for users’ failure to fully comply with these Terms and/or the applicable Additional Terms. All users agree that the Company shall not be liable to them or any third party for any limitation, suspension or termination of access or use of the present website, products/services or any content. At our discretion, should we unilaterally terminate the relationship, where the termination is due to serious breach of the relevant legislation, we reserve the right to hold any funds owing until full clarification of the situation. Users is authorized to terminate this Agreement upon seven (7) business days prior written notice to the Company.
Without prejudice to the above, the termination of this Agreement will not in any way affect Merchant's obligation to redeem any Deal Coupons according to the terms of this Agreement Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term.
No agency, partnership, joint venture, or employment is created as a result of these “Terms” and users do not have any authority of any kind to bind the Company in any respect whatsoever.
All users of DealShaker are necessarilly members and account holders in and of the OneLife Network Accordingly, all users undergo a KYC verification procedure by submitting all relevant documents for approval. This can happen through the user’s OneLife Back-office. KYC verification of users with active and approved deals will be processed with priority.
CompanyBy participating in this program, the Merchant/user becomes part of the OneLife network and is provided with an access to the client’s base of OneLife Network Ltd., where upon registration with the present website and using the provided services, user explicitly accepts and agrees that the above mentioned client’s base is and will remain at all time under OneLife Network’s ownership and shall not be considered transferred to the Merchant in any case.
The purpose of this platform is to serve as an advertising platform, enabling customer-to-customer and business-to-customer deal promotions in price combinations of cryptocurrency and cash.
The cryptocurrency part of the deals promoted/advertised on the DealShaker platform are to be in ONE (OneCoin) exclusively. The rate of ONE will be fixed for the DealShaker platform and will be determined by the current exchange rate of the ONE, and modified with the change in the mining difficulty of the ONE cryptocurrency.
For countries with requisite legislative or statutory requirements or regulations, the platform will be operating through DealShaker Credit Points in order to abide the local regulatory authorities. DealShaker Credit Points can be received in exchange for cash or OneCoins automatically when a user submits purchase order for confirmation. As users wallets are situated in the OneLife Backoffice, the conversion of OneCoins or Cash to DealShaker Credit Points will happen automatically through the backoffice.
The cash portion/component of the deals promoted/advertised on the DealShaker platform are to be reflected and and accounted in EUR exclusively.
The Company delivers classified ads on a membership based access platform.
A Merchant is not authorized to transfer or assign his/her rights or obligations under this Agreement, whether by operation of law or otherwise, without the Company's prior written consent. Any waiver must be in writing and signed by an authorized signatory of the Company. The Company is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to the Merchant.
A summary of the Purchase Process is detailed below:
- The process is automated
- Through your OneLife Cash and OneCoin Account
- Users have to sign off the purchase order with their unique Transaction password
- Transaction Password can be set through the OneLife BackOffice
- Only user knows his/her Transaction Password
- No limitation exists as to how many coupons can be purchased from the deal
- Users can shop coupons for only 1 deal at a time, e.g. there is no shopping card at the moment
- Credit Card payments are not yet available
- Debiting the Cash and ONE accounts of the user will be visible in the OneLife BackOffice. In the dealShaker user profile, users will only be able to track their OneCoin and Cash Balances
The variations of the Purchase Process are listed as:
- If User doesn’t have enough cash in his Cash Account - transaction cannot be processed
- If User has enough cash, but not enough OneCoins in his OneCoin account - a transaction can be processed by offering to the user to cover the ONE deficit in EUR, under the conversion exchange rate of 7.85 EUR; rate will be fixed, but changed with the change in mining difficulty; Mining difficulty can be monitored through the user’s OLN back-office
- If user needs to use DealShaker Credit Points (DCP) then conversion of ONE to DCP or Cash to DCP must take place if the user intends to process a purchase order through the Platform.
In addition Merchants acknowledge that they are solely responsible for compliance with the relevant legal provisions, including tax and social insurance requirements (e.g. registration for VAT, ID number, registration of their employees in the social insurance system, obtaining business licenses if required). In this regard, Merchants warrant that that they will comply with all tax and other obligations (such as customs duties or import taxes), such as may be required by the jurisdiction of their registered office or juridiction or jurisdictions operated within.
In case of non-compliance, the Company upon becoming aware of an instance or instances of non-compliance, reserves the right to deduct the respective amount for taxes and fees and/or demand reimbursement for damage or expenses incurred by due to the breach of the foregoing stipulations, in the event that the Merchant is responsible for the same.
Please note that the Company is acting as an intermediary, but it is not the Seller and the Provider of the services/products promoted.The Company is authorized to promote and sell Deal Coupons on Merchant’s behalf through any Platform, including but not limited to its “featured deals” option. The Deal Coupons may be offered to all or part of the Company'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 the Company, its affiliates or business partners.
In case the Company, in its sole discretion, determines that the quality of service/product provided through the platform is unsatisfactory, the Company may terminate this Agreement and return the Amount paid to purchasers for unredeemed Deal Coupons.
The Company is authorized to promote and administer the sale of up to the Maximum Number of Coupons, set up by the Merchant for the Active Promotional Deal Offerings. This authorization applies for the sales and promotion in multiple markets and on dates, appointed by the Merchant
The Company reserves the continuing right to reject, revise, or discontinue any Promotional Deal Offering, at any time and for any reason in the Company's sole discretion, and to terminate the Promotional Deal Offering and to remove all references to the Promotional Deal Offering and Deal Coupon from the Website; and redirect or delete any URL used in connection with the Promotional Deal Offering.
Merchant shall honour the Deal Coupons for the Promotional Deal Offering through the Deal Coupon Validity Period. After the Deal Coupon Expiration Date, Merchant is not obliged to honour the Deal Coupon and may act at its own discretion whether or not to honor the Deal Coupon for its value after the expiration of the Promotional Deal Offering validity period. The Company has the right to keep all and any amounts for the Deal Coupons that have been unredeemed/not used. The Merchant is granted the rights to extend the Deal Coupon Validity period with a month, to honor the deal coupons on a case to case basis, and in such cases needs to notify the Merchant Administration Department by providing the unique Deal Coupon number in order to receive the profit.
Coupons are redemeed in terms of the following process:
- Merchants or merchant representatives may redeem/report a coupon as used/ without logging in their DealShaker Merchant Office. This functionality is available in the Footer under Redeem a Coupon link in the HELP section
- In order to Redeem a coupon and report as used, the Merchant needs to know and/or distribute to his representatives his Merchant Profile unique BIN.
- BIN is a Business Identification Number which is unique to any approved Merchant Profile that the user creates.
- The BIN can be located in each user’s Merchant Office >> Merchant Account Section. PLease note that only Approved businesses/merchant profiles will have a BIN available.
- The second mandatory component for coupon redemption is the Coupon ID, which is not available to the Merchant before the Buyer/Owner of the coupon provides it. The Coupon ID is 10 characters long and is unique.
- There is a QR on the Buyer Coupon which can be used for easier access to the Coupon ID. Scanning the QR can happen only through a QR scanning app (third party) and will open the Coupon redemption Page with the input of the unique Coupon ID.
- Coupons can be reported as used only once.
Partial redemptions: If applicable, and if a purchaser redeems a Deal Coupon for less than the Amount Paid, the Merchant is responsible for handling any unredeemed value as required by applicable law.
Merchant agrees that in providing the Promotional Deal Offering, Merchant will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated, including the Deal Specific Terms & Conditions from the Merchant Deal Specific Terms & Conditions. Unless disclosed in the Deal Specific Terms & Conditions from the Merchant, Merchant further agrees not to impose different terms or a different cancellation policy than what is already imposed.
Merchant agrees that so long as an appointment or reservation is made to redeem a Deal Coupon, or purchaser has made an attempt to make an appointment, before the Deal Coupon's Expiration Date, the Deal Coupon will be honored fully without restriction, even though the services may be provided after the expiration date.
Merchant is responsible for all delivering any product or service in connection with the Promotional Deal Offering and for supplying all goods and services stated in the Promotional Deal Offering. Merchant is also responsible for any purchaser loyalty programs associated with the Promotional Deal Offering.
If applicable, Merchant will hold the Promotional Deal Offering for pick-up by each purchaser at the Redemption Location/Merchant Address Redemption Location/Merchant Address. The "Redemption Location/Merchant Address" is the complete and accurate address provided by Merchant to the Company where purchasers are able to redeem the Deal Coupon, to pick-up the Promotional Deal Offering and/or receive information as to how to received the purchased good or service. Merchant also agrees to provide the Company with the hours and dates of operation, a valid phone number and a relevant contact person for the Redemption Location/Merchant Address. Any of the information related to the Redemption Locations/Merchant Addresses of the Merchant is stored in the Platform's Address Book Section in the user's Merchant Office.
Merchant agrees to accept returns of the Promotional Deal Offering in compliance with applicable laws and the Deal Specific Terms & Conditions from the Merchant, but in any event:
(i) will accept returns of a defective Promotional Deal Offering or nonconforming items in or a part of any Promotional Deal Offering at all times and pay (or reimburse a purchaser for) any and all costs associated with the return of such Promotional Deal Offering; and
(ii) will not impose a more restrictive return policy on purchasers than Merchant's regular return policy as applied to Merchant's purchaser in the ordinary course of Merchant's business.
PaymentPayment to Merchants follows the process below:
- Merchants are paid automatically after coupon is reported as used in their deal coupons list
- Merchants can automatically see their proceedings from used coupons in their OneLife cash and OneCoin accounts. Balance is also automatically updated and can be tracked from their DealShaker user profile.
- The minimum amount for withdrawal from the OneLife Backoffice is 100 EUR.
- Up to a 4 week period for approval and processing your withdrawal request for the DealShaker cash proceedings from your OneLife Backoffice can occur.
- All Users of the DealShaker system need to go through a KYC procedure and submit their documents for verification through the OneLife Back-office to enable withdrawals from their cash accounts.
- Merchants with Active deals who are generating sales of deal coupons will be treated with priority during the KYC procedure, as it is not allowed to request a withdrawal from your Cash Account without having been primarily KYC verified in the OneLife system.
- Merchants who are running deals with equal or higher than 2500 EUR in cash component of the coupon price, and offer equal or higher than 4 coupons quantity available for their deal will have to undergo a due diligence and KYC mandatory procedures before accessing their cash proceedings from dealshaker coupon sales.
- Unused and unredeemed coupons will be considered permanently invalid 30 days after the coupon expiration date, as this is the maximum extension period of the deal coupons.
- Generated deal coupon sales revenue from unused coupons will be partially wired to the Merchant after the 30 day extension period. The % of the compensation for the Merchant from unused coupons will be 25% of the coupon price.
- Payment from intermediary to the Merchant for the redeemed/used Deal Coupons can be processed up to 7 days 2 weeks after the actual date of redemption.
- Remainings from the Aaccumulated revenue from purchased but unused Deal Coupons will remain for the Company to compensate and be used by the Company for sustaining liquidity and be used for the resolution of future disputes.
Refunds and Complaints
- If a Merchant has not managed to provide the described and promised service or product, and there is a sufficient evidence provided by the buyer/user/client - the client may be fully or partially refunded.
- DealShaker can be in control of the communication between the Merchant and the Buyer
- DealShaker doesn’t assume responsibility on behalf of the merchant for the provided service or product
Payment for Deal Coupons by buyers will be processed through the OneLife Back-office cash wallet and ONE wallet as a third party facilitator. All collected payments by purchasers will be held at the intermediary facilitator to ensure liquidity and readiness to reimburse and compensate purchasers in the situations of unethical, misleading promotion by featured Merchants.
In case a customer does not own any ONE (onecoins) or the quantity of the available ONE accumulated for execution of a certain deal is not sufficient, customers are allowed to pay the difference in cash.
Taxes:It is Merchant's responsibility to determine what, if any, taxes apply to the payments Merchant makes or receives, and it is Merchant’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. The Company is not responsible for determining whether taxes apply to Merchant’s transaction with either purchasers or the Company, or for collecting, reporting or remitting any taxes arising from any transaction with or by Merchant and purchaser. Merchant may be asked to provide the Company with a valid Tax Identification Number for compliance purposes. A dashboard in Merchant’s name will be issued for the attention of the Merchant summarizing the value of payments made at any time. Notwithstanding anything else in this Agreement, Merchant shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Merchant is required to be so registered in connection with the Promotional Deal Offering and pursuant to the terms and redemption of the Deal Coupon, and shall be responsible for paying any and all sales, use or any other taxes related to the Promotional Deal Offering or the goods and services.
Transaction Taxes:Merchant bears sole financial responsibility for any and all sales, use, excise, general, or other similar taxes, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by this Agreement between the Company and Merchant (“Transaction Taxes”), if any. If applied, Transaction Taxes will be calculated at the time of each payment using the rates in effect under current law.
Notwithstanding anything to the contrary, the Company will have no obligation to advance amounts that have been paid to the Company by a purchaser until Merchant has complied with Merchant's obligations under this Agreement. If the Company reasonably believes that Merchant has breached any provision of this Agreement, the Company may offset, delay, withhold, or suspend future payments to Merchant, in the Company's sole discretion. In addition, if Merchant is unwilling to, or in the Company's reasonable discretion appears unable to, perform its obligations under this Agreement, the Company is authorized to offset, delay, withhold, or suspend future payments to Merchant in addition to such other remedies as may be available under this Agreement or at law, to secure payment from Merchant for any refunds and/or other amounts payable by Merchant under this Agreement.
Customer Data Restrictions"Customer Data" means all identifiable information about purchasers generated or collected by the Company or Merchant, including, but not limited to, purchasers' name, shipping addresses, email addresses, phone numbers, purchaser preferences and tendencies, and financial transaction data.
Merchant shall immediately notify the Company if Merchant becomes aware of or suspects any unauthorized access to or use of Customer Data or any confidential information of the Company, and shall cooperate with the Company in the investigation of such breach and the mitigation of any damages. Merchant will bear all associated expenses incurred by the Company to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in Merchant's reasonable possession or control. Upon termination or expiration of this Agreement, Merchant shall, as directed by the Company, destroy or return to the Company all the Customer Data in Merchant's or any agent of Merchant's possession.
Intellectual Property Rights
Definition of Intellectual Property RightsFor the purposes of these “Terms”, “Intellectual Property Rights” means all licensing rights, patent rights, copyrights, including the content of the present website and all related to it websites owned by the Company, rights of publicity, trademark, service mark rights, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Website contentWith the exception of the above described Merchants’ content, the services/products and all Intellectual Property Rights therein and related thereto, are exclusive property of the Company (“Exclusive Content”). Nothing in these “Terms” shall be deemed to create a license to the Exclusive Content Except as explicitly provided herein.
Merchants are not allowed and agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Exclusive Content, including without limitation any materials or content accessible.
Company’s name and other graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks, protected by the Intellectual property laws. Company’s’ trademarks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. Use of the Exclusive Content or materials provided in relation to the services/products hereto displayed for any purpose not expressly permitted by these “Terms” is strictly prohibited. Any such and similar use is considered as violation of the present Terms and Conditions of Use and shall be a subject of sanctions according to the Company’s internal rules and regulations, based on the relevant legislation.
Subject to the present Terms and Conditions of Use, the Company provides its Merchants with a license to use the products/service for Merchants’ use as expressly permitted by the features of the service. The said license may be terminated at any time for any reason or no reason.
Representations and WarrantiesMerchant represents and warrants that:
- Merchant has the right, power and authority to enter into this Agreement;
- Merchant, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where Merchant's goods and services will be provided;
- the Deal Coupon, upon being delivered by the Company, will be available immediately for redemption and Merchant will have in stock until the Deal Coupon Expiration Date, a number of units of the Promotional Deal Offering sufficient to fulfill its redemption obligations;
- the Merchant's redemption of the Deal Coupon will result in the bona fide provision of goods and/or services by Merchant to the purchaser;
- Merchant owns all interest in and to the Merchant IP and has licensing rights in (with the right to sublicense to the Company) the Third Party IP, and has the right to grant the License stated in this Agreement;
- the Merchant IP and the Third Party IP, the Promotional Deal Offering, the Company's use and promotion thereof, and the results of such Promotional Deal Offerings, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity;
- the Merchant IP and Third Party IP does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law;
- the Deal Coupons and any advertising or promotion of Merchant's goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law;
- Merchant is not authorized to resell, broker or otherwise disclose any Customer Data (as defined in this Agreement) to any third party, in whole or in part, for any purpose, and Merchant is not authorized to copy or otherwise reproduce any Customer Data other than for the purpose of redeeming or verifying the validity of Deal Coupons in connection with this Agreement and
- the Promotional Deal Offering is:
- free from defects in workmanship, materials and design,
- merchantable and suitable for the purposes, if any, stated in the Agreement, and
- genuine, bona fide products, as described herein and does not violate the rights of any third party.
ConfidentialityThe terms for the Promotional Deal 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, the Company is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).
NotificationThe Company may provide notifications, whether such notifications are required by law or are for other business purposes, to its Merchants via email notice, “push” notification on your mobile device, written or hard copy notice, or through posting of such notice, as determined by the Company in its sole discretion.
The Company is not responsible for any automatic filtering Merchants or their network provider may apply to email notifications we send to the email address provided by the Merchants.
Limitation of LiabilityTHE COMPANY, ITS EMPLOYEES, AGENTS AND ASSOCIATES ARE HELD HARMLESS AGAINST ANY OCCURRENCE IMPACTING THE MERCHANT AS A RESULT OF THE USE OR ASSOCIATION WITH THIS PLATFORM DIRECTLY OR INDIRECTLY AND AS A RESULT OF AN ACTION OMISSION OR NEGLIGENCE, INCLUDING ANY DEFAULT AND/OR DAMAGE ON PRODUCTS/SERVICES DELIVERED BY THE MERCHANTS. ANY REFUND DISPUTES CONCERNING DAMAGED GOODS AND/OR UNSATISFACTORY SERVICES PROVIDED BY THE MERCHANTS SHALL BE DIRECTLY ADDRESSED TO THE MERCHANT.
Indemnity noticeMerchants agree to defend, indemnify and hold the Company along with its subsidiaries, agents, affiliates, vendors, officers and employees harmless, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys fees and cost) arising from: (i) Merchants use of and access to this website and usage of the products/services provided; (ii) Merchants’ violation of any term of these “Terms” and any additional terms; (iii) Merchants violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) Merchants violation of any applicable law, rule, or regulation; (v) any claim or damages that arise as a result of any of Merchants’ content or any such content that is submitted via Merchants’ account.
As a Dealshaker Contractor, I acknowledge and agree that under no circumstances shall Dealshaker be held liable or responsible to anyone claiming through me, or directly to the Dealshaker, for any direct, indirect, incidental, special and / or consequential losses or damages of whatever nature, or for loss of profits, loss of opportunity, loss of business or goodwill or interruption of business. I am solely responsible for the correct posting and management of all my deals.
Furthermore I acknowledge and agree that Dealshaker cannot be responsible for any act, error, omission or negligence on my part, or any officer, employee of Dealshaker or Service Providers like courier / postal / telecom / call centre agencies, etc.
Dispute ResolutionAll and any disputes arising from and in relation to the present Terms and Conditions, including those arising from or concerning its interpretation, invalidity, performance or termination, as well as the disputes for filling gaps in these Terms and Conditions or its adaptation to newly established facts, shall be resolved by arbitration.
Binding ArbitrationThe parties agree that in the event of a dispute, they will submit to the binding decision of a mutually acceptable solicitor in England.
Class Action Waiver
The parties waive any right to participate in any class action arising from the use of the Platform or actions of its Company’s and agents.
Version of these Terms and Conditions – 6/03/2017