BUSINESS DEALER AGREEMENT
BETWEEN:
My Coupon Book Inc.
85 Herring Cove Road
Halifax, NS B3P 1K5
AND:
(“Dealer”)
WHEREAS My Coupon Book owns certain widgets, emails, services, and software applications (collectively, the “Services”) associated with the promotion and sale of businesses’, dealers’, and merchants’ offerings (such as goods, commodities, experiences, coupons, gift cards, vouchers, promotions, giveaways or offers) in the form of coupons which can be redeemed by consumers (the “Registered Users”) as further described in this Agreement; and
WHEREAS the Dealer wishes to register as a member of the Services in accordance with the terms of this Agreement;
In consideration of the covenants and agreements contained herein, the parties agree as follows:
1. DEALER AGREEMENT AND TERMS OF SERVICE
1.1 This Dealer Agreement and My Coupon Book’s Terms of Service for Business Dealer’s mycouponbook.ca/terms-of-service/business (the “Terms”) constitute the entire agreement between the parties with respect to the matters described herein (collectively referred to as the “Agreement”), and the parties do not rely upon any representation or agreement whatsoever which is not incorporated in this Agreement. All terms not defined in this Dealer Agreement shall have the same meaning as defined in the Terms. Certain terms regarding the party’s relationship are or may in future be governed by the Terms, or My Coupon Book may make modifications or revisions to the Terms (deemed to be “Additional Terms”). The Dealer will be given an opportunity to review Additional Terms by receiving notice of such Additional Terms from My Coupon Book, which shall be deemed to have been given by My Coupon Book upon posting on or through the Services, or may be given by My Coupon Book as set out in Section 14.4. By using such aforesaid Services governed by Additional Terms, the Dealer agrees to and will be obligated to comply with all such Additional Terms as part of this Agreement.
2. OFFERINGS
2.1 The Dealer shall offer different goods, commodities, experiences, coupons, gift cards, vouchers, promotions, giveaways or offers (each individual good, commodity, experience, coupon, gift card, voucher, promotion, giveaway or offer is deemed to be an “Offering”) which shall be promoted through My Coupon Book’s Services in the form of a redeemable coupon (each coupon representing an Offering is deemed to be a “Coupon”). The Dealer authorizes My Coupon Book to offer, sell and distribute the Coupons through the Services.
2.2 The number of Offerings that the Dealer shall be permitted to offer through the Services at any one time will be in accordance with the Membership Plan selected by the Dealer pursuant to Section 3 (the “Membership Plan”).
2.3 Each Offering that is to be offered by the Dealer through the Services will be submitted by the Dealer electronically in the form attached as Schedule “A”. The Dealer has the ability to add or remove Offerings in the Dealer’s discretion, subject to the approval of My Coupon Book. The Dealer acknowledges that My Coupon Book reserves the continuing right, but shall not be obligated, to reject, revise, or discontinue publishing any Coupon and to require the Dealer to edit or modify the same for any reason, including, without limitation, to conform the Coupon or specified Offering to My Coupon Book’s specifications or applicable federal, provincial or local laws.
2.4 For clarification, a Registered User that accesses the Services may obtain a Coupon by redeeming My Coupon Book points (“Coupon Points”) that the Registered User has earned through the Registered User’s use of the Services. Upon a Registered User selecting and redeeming Coupon Points for a Coupon in accordance with My Coupon Book’s Terms of Service for Registered Users (available at mycouponbook.ca/terms-of-service/customer), My Coupon Book will electronically provide the Registered User with the Coupon which may be used by the Dealer to provide the Offering. The Dealer acknowledges and agrees that each Coupon (and the Offering provided by the Coupon) will be subject to no restrictions other than as stated in this Agreement and as described in the Coupon and that in providing the Offering that is the subject of the Coupon, it will not impose any extra or additional fees or charges that contradict the terms set forth on the face of the Coupon. Once a Coupon is redeemed by a Registered User, the Dealer shall be solely responsible for all service in connection with the Coupon and for supplying the Offering specified in the Coupon.
3. MEMBERSHIP PLAN
3.1 The Dealer hereby selects one of the following Membership Plans offered by My Coupon Book [Dealer to select one plan below]:
Standard Plan –
• The Dealer shall pay My Coupon Book $95.00 per year in the form of an annual membership fee;
• The Dealer shall be entitled to provide up to one (1) coupon slot through the Services at any one time (the Dealer may swap out the Offering in that coupon slot once a month);
• The Dealer may request conversion of earned Coupon Points to cash pursuant to Section 4.3; and
• The Dealer shall be limited to a maximum of 100 redeemed Coupons per month.
Deluxe Plan –
• The Dealer shall pay My Coupon Book $595.00 per year in the form of an annual membership fee;
• The Dealer shall be entitled to provide up to three (3) coupon slots through the Services at any one time (the Dealer may swap out the Offering in each coupon slot as often as desired);
• The Dealer may request conversion of earned Coupon Points to cash pursuant to Section 4.3; and
• The Dealer shall be limited to a maximum of 500 redeemed Coupons per month.
Premium Plan –
• The Dealer shall pay My Coupon Book $1995.00 per year in the form of an annual membership fee;
• The Dealer shall be entitled to provide up to eight (8) coupon slots through the Services at any one time (the Dealer may swap out the Offering in each coupon slot as often as desired);
• The Dealer may request conversion of earned Coupon Points to cash pursuant to Section 4.3; and
• The Dealer shall be limited to a maximum of 2,000 redeemed Coupons per month.
4. PAYMENT
4.1 In accordance with the Membership Plan selected by the Dealer under Section 3, the Dealer shall pay My Coupon Book the applicable annual Membership Fee on the anniversary of the Effective Date in accordance with the payment provisions of the Terms.
4.2 For each Coupon that is redeemed by a Registered User, the Dealer shall receive the associated Coupon Points as approved by My Coupon Book.
4.3 Conversion of Earned Coupon Points to Cash:
• The Dealer may request conversion of earned Coupon Points to Canadian dollars;
• Conversion is subject to a transaction fee based on the Dealer’s Membership Plan, as follows:
– Standard Plan: 14.9% fee
– Deluxe Plan: 8.9% fee
– Premium Plan: 2.9% fee
• Conversion requests must be for a minimum of 10,000 Coupon Points (equivalent to $100) per transaction; and
• Payment for converted Coupon Points shall be made via Etransfer.
4.4 Coupon Points may also be used to purchase other Offerings promoted through the Services or redeemed for Canadian dollars in accordance with the terms set forth herein.
5. REFERRALS AND RETURNS
5.1 Referrals:
• The Dealer shall earn 500 Coupon Points for each referral that results in a premium membership.
• These 500 Coupon Points shall be credited annually for as long as the referred premium membership remains active.
• This referral rewards structure is subject to change at the sole discretion of My Coupon Book.
5.2 Returns:
• Any Offering purchased by a Registered User through the Services by way of a Coupon and subsequently returned (in accordance with My Coupon Book’s return policy and any return policies of the Dealer specified in the Coupon) must be refunded by the Dealer to the Registered User in Canadian dollars or store credit; and
• The Dealer shall not offer Coupon Points in exchange for a refunded Offering.
6. INDEPENDENT DEALER
6.1 The Dealer is an independent contractor. The Dealer has no authority to assume or create any obligation whatsoever, expressed or implied, in the name of My Coupon Book, nor to bind My Coupon Book in any manner whatsoever. The Dealer does not in any way or for any purpose become a partner, a joint venturer or a member of joint enterprise with My Coupon Book. No provision of this Agreement is intended to create a relationship between the parties other than that of independent contractors.
7. LIMITATION OF LIABILITY AND INDEMNITY
7.1 The Dealer shall be responsible and liable for all Offerings, and for the Registered User’s use or reliance on any of the foregoing that is offered through a Coupon. In creating and providing an Offering, the Dealer shall not offer to sell any goods or services on terms or in a manner that is prohibited by any federal, provincial or local laws from being offered or advertised. The Dealer shall, at the Dealer’s sole cost and expense, defend, indemnify and hold My Coupon Book, its affiliated and related entities, and any of their respective officers, directors, agents, independent representatives and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations and against any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to solicitor’s fees and costs) arising out of or relating to any of the following:
7.2 The Dealer acknowledges and agrees that My Coupon Book is not a party to any transaction that the Dealer and a Registered User may enter into as a result of a Registered User’s purchase of a Coupon. My Coupon Book is not responsible for the redemption, errors, omissions, availability or expiration of any Offering or Coupons. In no event shall My Coupon Book be liable, either directly or indirectly, for the legality of any Offerings, the ability of the Dealer to complete the sale or transaction in accordance with the Offerings, or for any direct, indirect, incidental, special, consequential or punitive damages arising out of any inability to access or use the Offerings.
7.3 My Coupon Book shall not be liable for any loss or damage suffered by the Dealer resulting from the inability of My Coupon Book to sell, deliver or supply any of the Coupons and in no event shall My Coupon Book be liable for any consequential damages incurred by the Dealer.
7.4 My Coupon Book will not provide to any Registered User or prospective Registered User any warranties or guarantees of any nature whatsoever which may involve the responsibility or liability of My Coupon Book.
8. CUSTOMER DATA
8.1 The Dealer acknowledges that My Coupon Book owns all data collected by, or on behalf of, My Coupon Book pursuant to this Agreement and through the Services, including all information and data of Registered Users who may purchase Coupons (“Customer Data”). Subject to applicable laws and in accordance with My Coupon Book’s policies and procedures (including but not limited to My Coupon Book’s Privacy Policy available at mycouponbook.ca/privacy-policy) (collectively, “My Coupon Book’s Policies”), My Coupon Book shall not provide the Dealer with access to Customer Data, except as required by law or as expressly authorized in writing by My Coupon Book.
8.2 Except to the extent required by federal, provincial and local laws or otherwise authorized in writing by My Coupon Book, the Dealer may not use Customer Data for any purpose other than to redeem the Coupons and service the Offerings. The Dealer shall ensure that any third parties contracted by the Dealer or otherwise working with the Dealer take commercially reasonable efforts to protect the security of Customer Data and comply with all applicable laws and My Coupon Book’s Policies. In the event the Dealer becomes aware of, or suspects, any unauthorized access to or use of Customer Data, the Dealer shall immediately notify My Coupon Book and cooperate with My Coupon Book in any investigation and mitigation of damages.
8.3 Upon termination or expiration of this Agreement, the Dealer shall, as directed by My Coupon Book, destroy or return to My Coupon Book all Customer Data in the Dealer’s or its affiliates’ possession.
9. TRADEMARKS
9.1 The Dealer grants to My Coupon Book a non-exclusive worldwide license and right to use, reproduce, license, display, distribute and transmit the Dealer’s name, logo and any trademarks (“Dealer Marks”) and any photographs, graphics, artwork, text and other content provided by the Dealer (the “Content”) in connection with the marketing, promotion, sale or distribution of the Coupons in any and all media or formats.
9.2 The Dealer acknowledges and agrees that My Coupon Book owns all right, title, and interest in the Services, My Coupon Book’s trademarks, and any software, technology or tools used by My Coupon Book to promote, market, sell, generate or distribute the Coupons (collectively the “My Coupon Book Intellectual Property”). The Dealer shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display or modify the My Coupon Book Intellectual Property or any portion thereof, or use such Intellectual Property as a component or base for any product or service prepared for commercial sale without My Coupon Book’s express written consent.
10. REPRESENTATIONS AND WARRANTIES
10.1 The Dealer represents and warrants to My Coupon Book that it has the right, power and authority to enter into this Agreement; that all Offerings provided by the Dealer comply with all applicable federal, provincial and local laws; and that the Dealer shall adhere to all such laws in providing the Offerings.
11. TERMINATION
11.1 This Agreement shall continue in perpetuity unless terminated by either party in accordance with the terms of this Agreement.
11.2 Either My Coupon Book or the Dealer may terminate this Agreement at any time for any reason by providing written notice to the other party.
11.3 Termination of this Agreement shall not relieve either party from any obligations or liabilities incurred prior to the date of termination.
12. FORCE MAJEURE
12.1 In the event My Coupon Book is unable to promote, offer, sell or redeem any Coupon by reason of any event beyond its reasonable control – including but not limited to fire, explosion, war, riot, strike, labour controversy, flood, shortage of water, power, transportation, or any other direct cause – My Coupon Book shall not be liable to the Dealer during such period of inability or failure.
13. HALIFAX REWARDS PROGRAM
For the purposes of this Agreement, “Coupon Points” shall refer to the points earned and used under the Halifax Rewards Program.
13.1 Program Enrollment, Fee and Included Services
• To enroll in the Halifax Rewards Program, the Dealer must have at least 1,000 Coupon Points stored in their account and must opt in via their business account settings.
• The Program is available for a one-time fee of $895.
• Upon enrollment, the Dealer’s account will be credited with 30,000 Coupon Points. These bonus Coupon Points are non-convertible to cash and may only be used for awarding Registered Users when they request loyalty points on each purchase. With these bonus points, My Coupon Book guarantees that the Dealer will achieve a minimum of $10,000 in revenue (revenue is recognized on the final bill, meaning that if a Registered User earns points, the Dealer has earned revenue from My Coupon Book).
• In addition, the Program includes the following services/products:
– Influencer Video: One influencer video produced by one of My Coupon Book’s partnered influencers. My Coupon Book will select the influencer and guarantee that the video will receive over 10,000 views within two years of publication. The video, which will be between 15 and 60 seconds in length, must include instructions on how to redeem a Coupon and request loyalty points. My Coupon Book is not liable for the production quality or message of the video.
– Premium Membership Giveaway: Up to 200 premium memberships may be given away to the Dealer’s customers. These premium memberships can be granted free of charge only when customers sign up using the Dealer’s unique referral link while premium memberships remain available. Once the allotment of 200 has been exhausted, the referral link will remain active for future referrals, but additional new Registered Users must purchase Premium Membership for the Dealer to earn Coupon Points.
13.2 Earning and Distribution of Coupon Points
• In addition to Coupon Points earned through normal transactions, the Dealer shall earn 500 Coupon Points annually for each referral that results in a premium membership, for as long as that premium membership remains active. This referral rewards structure is subject to change at the sole discretion of My Coupon Book.
• The Dealer agrees to distribute Coupon Points to Registered Users in strict accordance with the following spending tiers (based on the pre-tax amount):
– Purchases between $10.00 and $24.99: 10 Coupon Points
– Purchases between $25.00 and $49.99: 50 Coupon Points
– Purchases between $50.00 and $99.99: 125 Coupon Points
– Purchases of $100.00 or more: 300 Coupon Points
• Failure to award the proper number of Coupon Points as set forth herein may result in termination of the Program and loss of access to the Dealer’s account.
13.3 Minimum Revenue Guarantee
• To qualify for the $10,000+ revenue guarantee provided under the Program, the Dealer must remain in good standing, actively promote the Halifax Rewards Program both in-store and online (including social media), and remain enrolled in the loyalty program for the full two-year period.
• In addition, to be eligible for the guarantee, the Dealer must generate a gross income of at least $100,000 per year and maintain a physical storefront. Failure to meet these eligibility requirements at any time during the two-year period voids the guarantee.
• The revenue guarantee is deemed met once the Dealer achieves any combination of transactions equivalent to:
– 1,000 transactions awarding 10 Coupon Points each, or
– 400 transactions awarding 50 Coupon Points each, or
– 200 transactions awarding 125 Coupon Points each, or
– 100 transactions awarding 300 Coupon Points each, within the two-year period.
• If the Dealer does not generate $10,000 in revenue within the two-year period, My Coupon Book shall refund the $895 Program fee, less incurred expenses which include $300 for the influencer video content and any distributed Coupon Points value.
13.4 Conversion, Purchasing and Expiration of Coupon Points
• Coupon Points accrued as part of the Program (other than the initial 30,000 bonus points) may be converted to Canadian dollars in accordance with Section 4.3 and the applicable transaction fee for the Dealer’s Membership Plan.
• Coupon Points may also be purchased at a rate of 100 Coupon Points per $1.
• All Coupon Points, including those awarded under the Halifax Rewards Program, shall expire 12 months from the date they are awarded.
13.5 Amendments
My Coupon Book reserves the right to modify the terms of the Halifax Rewards Program—including the Program fee, included services, point allocation, revenue guarantee, and requirements for awarding Coupon Points—at any time.
14. GENERAL TERMS
14.1 Confidential Information: The terms of this Agreement are confidential and shall not be disclosed to any other party without prior written consent.
14.2 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. Both parties agree to submit to the exclusive jurisdiction of the courts of British Columbia.
14.3 Time of the Essence: Time is of the essence in the performance of this Agreement and its provisions.
14.4 Notice: Any notice required or permitted under this Agreement must be in writing and may be given by personal delivery, overnight courier, mail, facsimile transmission or other electronic transmission to the address set out on the first page. Notices delivered by personal delivery shall be deemed received on the date of delivery; those by overnight courier on the following day; and those by mail on the third day following mailing.
14.5 Amendment: No amendment to this Agreement shall be valid unless in writing and signed by both parties.
14.6 Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
14.7 No Waiver: Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any right under this Agreement.
14.8 Headings: The headings in this Agreement are for convenience only and shall not affect the interpretation of its provisions.
14.9 Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be amended to reflect the parties’ intention, and the remainder of the Agreement shall remain in full force and effect.
14.10 Enurement: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
14.11 Independent Legal Advice: Each party acknowledges that it has had the opportunity to obtain independent legal advice regarding the terms of this Agreement prior to its execution.
14.12 Counterparts/Electronic Transmission: This Agreement may be executed in counterparts and delivered by electronic means.
14.13 Promotional Communications: The Dealer grants My Coupon Book permission to contact the Dealer with updates and promotional offers regarding the Services, unless the Dealer has opted out of receiving such communications.
15. PASSWARD AND ACCEPTANCE OF UPDATES
15.1 You are responsible for securely managing your password(s) for the Services and to contact Intuit if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
Electronic Acceptance
By accessing or using the Services provided by My Coupon Book Inc., you, the Dealer, acknowledge that you have read, understand, and agree to be bound by the terms and conditions set forth in this Business Dealer Agreement. Your use of our website, Services, or any related materials shall constitute your electronic acceptance of this Agreement and any future modifications thereto. No physical or electronic signature is required to form a binding contract, and your continued use of the Services is deemed evidence of your agreement to comply with all provisions of this Agreement. If you do not agree to these terms, you must immediately cease using our Services.