Standard Merchant Agreement

This STANDARD MERCHANT AGREEMENT (this “Merchant Agreement” ) is entered into by and between you and GoLoyal Technologies Private Limited (“GoLoyal”). Specific business terms associated with the Merchant’s subscription to the Platform are set forth in one or more ordering documents executed by the parties that reference this Merchant Agreement (“Order Form”) and are hereby incorporated into this Merchant Agreement by reference (collectively, the Merchant Agreement and the Order Form shall be the “Agreement”). For the purposes of this Merchant Agreement, “you” or “Merchant” means the party identified as the merchant in the applicable Order Form. By executing an Order Form that references this Merchant Agreement, each party signifies that it has read, understands, and agrees to be bound by this Merchant Agreement. This Agreement shall be effective as of the date the first applicable Order Form is executed and/or the date on which the Merchant commences using the Platform, whichever is earlier. This Merchant Agreement governs all Order Forms and any conflicting or additional terms and conditions are of no force or effect unless agreed to in writing signed by an authorized officer of GoLoyal. Subject to the terms of this Agreement, GoLoyal will allow the Merchant to offer rewards to the Merchant’s customers using the customer engagement and retention platform known as “GoLoyal,” as may be further described at www.goloyal.io and includes the Dashboard, Equipment, and Software (all as defined in Section 1) (collectively, the “Platform”).

1. GOLOYAL SOFTWARE AND HARDWARE. The Platform consists of two (2) components: (a) an online dashboard hosted by GoLoyal that allows Merchants to manage and create rewards programs and track customer data (“Dashboard”), and (b) software that is either pre-loaded or downloaded onto the Merchant’s point-of-sale machine that interacts with the Dashboard (“Software”). Subject to the terms and conditions of this Agreement, GoLoyal hereby grants to Merchant (a) a non-exclusive, non-assignable, non-transferable, non-sublicensable, limited right and license to use and display the Software for Merchant’s business purposes, and (b) the right to access and use the Dashboard, in the case of both (a) and (b), solely in accordance with the documentation related to the Software or the Platform generally published by GoLoyal.
2. RESTRICTIONS. Merchant agrees that it shall not: (a) decompile, reverse engineer, disassemble, or otherwise attempt to access the source code or underlying structure, ideas, or algorithms of the GoLoyal Software; (b) sell, rent, lease, license, sublicense, assign, distribute, transfer, or otherwise make the Platform available to any third party for commercial purposes; (c) use the Software or Equipment for any purpose other than as intended to interact with the GoLoyal Dashboard under this Agreement; (d) create internet links to or from, or frame or mirror, any part of the GoLoyal Dashboard; (e) access or attempt to access any part of the Platform’s object code, source code, SDKs, or non-public APIs, unless permitted by applicable law; (f) remove, alter, or obscure any copyright, trademark, proprietary notices, or GoLoyal branding included within the Platform; (g) use the Platform in violation of any applicable laws or regulations; (h) upload or introduce any harmful code, including viruses, malware, Trojan horses, worms, or any material that may damage or interfere with the Platform or its infrastructure; (i) attempt to gain unauthorized access to, disrupt, or damage the Dashboard, servers, or any system connected to the Platform; or (j) use the Platform to transmit or store unlawful, defamatory, obscene, harmful, or otherwise objectionable material, including content that violates the rights or privacy of third parties or is harmful to minors. GoLoyal reserves the right to immediately suspend Merchant’s access to the Platform if any of the above terms are violated.
3. PROFESSIONAL SERVICES. From time to time, and upon mutual agreement, GoLoyal and the Merchant may enter into ordering documents or statements ofwork (“Statement of Work”) outlining specific professional services to be provided by GoLoyal (“Professional Services”).The Merchant agrees to pay GoLoyal any applicable fees for such Professional Services as outlined in the relevantStatement of Work and in accordance with the terms of this Agreement.
4. Merchant acknowledges and agrees that GoLoyal may utilize remote access tools in connection with the Software installation. This remote access is strictly used by GoLoyal’s support team to perform maintenance, troubleshoot issues, and deliver technical assistance as needed to ensure proper functioning of the Software.
5. MERCHANT INFORMATION AND REWARDS PROGRAMS. Merchant grants GoLoyal a non-exclusive, global license to use its trademarks, logos, and business description (“Merchant Marks”) solely for purposes related to the operation and promotion of the Platform. As part of using the Platform, the Merchant will create and manage customer loyalty and reward programs (“Merchant Rewards Programs”) to be offered through GoLoyal. The Merchant agrees to fulfill all rewards promised under its Merchant Rewards Programs, even if this Agreement is terminated or expires. The Merchant further assures that all such programs will comply with applicable laws and regulations. By using the Platform, the Merchant consents to receive service-related communications via SMS, email, and WhatsApp from GoLoyal. If requested within seven (7) days after termination or expiration of this Agreement, GoLoyal will provide the Merchant with available data related to the current status of customers participating in the Merchant’s Rewards Program.
6. CUSTOMERS. Merchant acknowledges that when a customer registers to use the GoLoyal Platform—either directly or through Merchant's facilitation—that individual shall be considered a customer of GoLoyal (“Customer”). GoLoyal retains ongoing, irrevocable rights to use Customer data provided under this Agreement for its business operations, including communication with Customers and provision of services, even after the Agreement ends. If the Merchant submits Customer information to GoLoyal (such as mobile numbers or other personal data), or assists in the enrollment of Customers on the Platform, the Merchant represents and warrants that it has: (a) clearly informed each Customer about GoLoyal’s Terms of Use and Privacy Policy, including that they may receive promotional or service-related communications from GoLoyal; and (b) secured all necessary permissions and legal rights to share such data with GoLoyal and allow its use in accordance with GoLoyal’s Privacy Policy. The Merchant further agrees to comply with all applicable laws and any policies provided by GoLoyal concerning Customer data, Platform use, and the management of any Merchant Rewards Programs. All communications sent by the Merchant to Customers must include a clear opt-out option, and the Merchant must promptly honor any opt-out requests received.
7. DATA. In connection with the operation and delivery of the Platform, GoLoyal may collect data regarding the usage and performance of the Platform, regardless of where it is installed. Both parties acknowledge that GoLoyal has the right to gather, analyze, and utilize such data to enhance and optimize its services. Any data used for this purpose will be aggregated or de-identified so that it does not reveal the identity of the Merchant or its customers.
8. FEEDBACK. The Merchant may occasionally offer suggestions, comments, or other input regarding GoLoyal’s products or services (“Feedback”). Both parties acknowledge that any such Feedback is provided voluntarily. GoLoyal may use, share, reproduce, license, or otherwise act upon any Feedback without any obligation, restriction, or compensation to the Merchant.
9. OWNERSHIP. Merchant acknowledges that GoLoyal and its licensors retain full ownership of all rights, title, and interest in and to the Platform, including all enhancements, upgrades, derivative works, and any materials or developments created through the delivery of Professional Services. This includes all associated intellectual property. Nothing in this Agreement grants the Merchant any ownership rights to the Platform or related materials, and the Merchant agrees not to assert any such claims.
10. PAYMENT. Merchant will pay Reelo in accordance with the payment terms set forth on Reelo’s website. Fees may be due in advance or shall be paid in arrears, as described on the applicable Order Form or the website, as may be applicable. If Reelo will bill Merchant for fees owed hereunder, Merchant’s payment will be considered delinquent if a payment is not received within thirty (30) days following the receipt of an invoice for such payments. If Merchant is paying via credit card, Merchant authorizes Reelo to charge the fees due hereunder (and any other charges Merchant may incur in connection with the Platform (such as taxes)) to Merchant’s provided payment instrument in advance on a periodic basis in accordance with the terms on each Order Form or the website, as may be applicable. Merchant is responsible for keeping its payment instrument and all associated information (such as the expiration date of a credit card) current at all times. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and Merchant does not promptly update its payment instrument information, (a) Reelo reserves the right to suspend Merchant’s access to the Platform until such time as payment is successfully settled, including past due payments, if any and (b) Merchant authorizes Reelo to continue charging its payment instrument, as it may be updated. If Merchant’s use of the Platform exceeds the capacities or limits on an Order Form or the website or otherwise requires the payment of additional fees, Merchant hereby authorizes Reelo to charge such additional fees to Merchant’s payment instrument in the following pay cycle. All fees shall be paid in Indian Rupees (INR) or any other currency as may be mutually agreed between Reelo and the Merchant. All fees paid are non-refundable. Merchant agrees to pay the costs and expenses incurred by Reelo or on behalf of Reelo in connection with the collection of any unpaid charges and fees. Merchant agrees to cover any additional bank charges associated with all Reelo payments and fees. Reelo is not obligated to pay any item presented for payment if the Merchant's account does not contain sufficient collected funds. Merchant will be responsible for all taxes in connection with this Agreement (excluding taxes based on Reelo’ net income). Billing will commence on the first billing date, as specified in the Order Form and/or the website, as may be applicable.
11. OWNERSHIP. Merchant acknowledges and agrees that Reelo and its licensors are the owners of all right, title and interest in and to the Platform and all updates, upgrades, and derivative works thereto, including anything developed or created by Reelo as part of the Professional Services, and all intellectual property rights therein including anything developed or created by Reelo as part of the Professional Services, and that Merchant will not obtain or claim any ownership interest in the foregoing.
12. INDEMNITY. Merchant will defend any third party claim or action brought against Reelo relating to (a) the Merchant Rewards Programs, (b) Merchant’s breach of Section 5 (Merchant Rewards Programs), or (c) Merchant’s breach of the representations and warranties contained in Section 6 (Customers) and Merchant will pay (i) any settlements entered into between Reelo and the third party claimant or (ii) final judgments awarded to the third party claimant by a court of competent jurisdiction. Reelo shall (a) provide Merchant with prompt written notice of any claim, (b) grant Merchant sole control of the defense and settlement of the claim, and (c) providing reasonable information and assistance to Reelo in the defense or settlement of the claim at Reelo’ expense.
13. DISCLAIMER. THE REELO PLATFORM AND PROGRAM AND ALL PRODUCTS, SERVICES (INCLUDING PROFESSIONAL SERVICES), CONTENT AND ITEMS PROVIDED BY REELO HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE EQUIPMENT (AS APPLICABLE)) ARE PROVIDED “AS IS” AND REELO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF UNINTERRUPTED USE AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
14. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, AND REGARDLESS OF THE FORM OF ACTION (E.G., WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) NEITHER REELO NOR ANY OF ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE TO MERCHANT OR TO ANY OTHER PARTY IN CONNECTION WITH ANY SUBJECT MATTER OF THIS AGREEMENT FOR (A) ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION), OR (B) ANY AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY MERCHANT TO REELO HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE APPLICABLE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY WHETHER OR NOT REELO (OR ITS LICENSOR OR SUPPLIER, AS APPLICABLE) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
15. GENERAL PROVISIONS. The terms of this Agreement and any and all non-public information disclosed by Reelo to Merchant pursuant to this Agreement are confidential, and Merchant agrees not to disclose the terms of this Agreement or any such information to any third party, or use any such information other than for the purposes expressly set forth herein. Customer agrees that Reelo may use Customer’s name and logo to identify Customer as a customer of Reelo on Reelo’ website and in other advertising, marketing and promotional materials. Merchant may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement without Reelo’ prior written consent, except to a successor to all or substantially all of its business or assets; Reelo may assign this Agreement and/or any of its rights and/or delegate any of its duties under this Agreement without consent. This Agreement contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, and supersedes all previous communications, understanding and agreements (whether oral or written). The Agreement consists of this Merchant Agreement, all exhibits attached hereto and all Order Forms, and represents the entire agreement between the parties; any additional or conflicting conditions, printed or otherwise, appearing on any orders, copy instructions or other documents will be of no effect. Merchant shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Merchant's use of the Software and the Services.
    Merchant and Reelo are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Each Party shall be responsible for the fulfilment of their respective liability to their vendors or employees and this contract is no way allows the one party’s vendors or employees to raise any claim against the other Party. It is expressly acknowledged and agreed that Reelo is only providing [loyalty program] services hereunder, and is not issuing, managing, or dealing in the issuance or management of any other goods, services or pre-paid payment instrument. Any registrations and compliance required under applicable law for the issuance and management of pre-paid payment instruments have been/will be obtained by the Merchant, as may be applicable.
    By submitting our webform, you agree to receive promotional calls on the number shared, and such calls and SMS would be coming from a third-party platform.
16. CAMPAIGN TERMS OF USE. The following terms shall, in addition to all of the other terms set forth in this Agreement, govern your use of Reelo’s Marketing Campaign platform (the Marketing Campaign Platform), which, at a general level, allows you to communicate with Reelo members.

    General Rules

    You shall, as a condition to making any use of the Marketing Campaign Platform, be required to follow these rules:

    1. You won’t send Spam! While you are responsible for making yourself aware of current anti-SPAM and similar regulations that may be in effect from time to time, as a general rule, you should assume that if you send people mass email without their permission, you’re spamming.
    2. You won’t violate Reelo’s Acceptable Use guidelines, established below, as it may be in effect from time to time, which is part of this Agreement. If you violate any of these rules, Reelo, in addition to any other remedies that Reelo may have hereunder or otherwise, may suspend or terminate your account.

    Compliance with Laws

    You represent and warrant that your use of the Marketing Campaign Platform, which includes communication through emails and SMSs will comply with all applicable laws and regulations. You also acknowledge and agree that the promotional messages/emails sent by You directly is only your liability, responsibility and that Reelo is not liable/responsible or answerable for any form of communication, communicated between You and the customer, directly or indirectly. You agree that all claims, queries and complaints arising out of such communication, shall be directly addressed and resolved by you.

    Acceptable Use

    You shall refrain from using the Marketing Campaign Platform to send anything offensive, to promote anything illegal, or to harass anyone. Not in limitation of the foregoing, you may not send:

    1. Pornography or other sexually explicit Emails
    2. Emails offering to sell illegal goods or services
    3. Emails that violate Information Technology Act, 2000 or any other applicable laws or regulations

    Acceptable Use - Prohibited Actions

    Reelo works hard to keep its system clean, but Reelo also counts on its customers to pitch in. As such, you may not:

    1. Send Spam (as noted above).
    2. Share your password.
    3. Use any of the Marketing Campaign Platform to create a competing product.
    4. Import or incorporate any of this information into any lists, emails or uploads to our servers: Passwords, security credentials, or sensitive personal information of any kind.
    5. Send any messages through the Marketing Campaign Platform that are not appropriate for its intended use.
    6. Use an outside unsubscribe process.
17. GOVERNING LAW AND JURISDICTION. This agreement is governed and construed in accordance with the laws of the Republic of India. Merchant hereby irrevocably consents to the exclusive jurisdiction and venue of courts in Ahmedabad, Gujarat, India, in all disputes arising out of or relating to the use of the Reelo products/sites/services. Use of the Reelo software services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. If any dispute arises between Merchant and Reelo during Merchant's use of the software/services or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement, the dispute shall be referred to a panel of 3 arbitrators out of which 1 arbitrator shall be appointed by Reelo, 1 arbitrator shall be appointed by the Merchant and the third arbitrator shall be jointly appointed by the 2 arbitrators appointed by the respective parties. The venue, place and seat of arbitration shall be Ahmedabad. The Arbitration & Conciliation Act, 1996, shall govern the arbitration proceedings. The arbitration proceedings shall be in the English language. All expenses with respect to Arbitrator fees and his expenses shall be borne by the Parties equally. All other expenses of Lawyers fees and other expenses shall be borne by the respective parties.