1. General Description
1.1 DOLLOP, Inc. (“we” or “Company” or “Dollop”) provides Merchants (also “you”) the ability to engage customers through the acceptance of instantaneous gifts on the Dollop platform, and provides Dollop Merchant Accounts subject to your acceptance of and compliance with the following Dollop Terms and Conditions (“Merchant Terms”).
1.2 Dollop authorizes the use of the Dollop platform by Merchants subject to the terms and conditions set forth in these Merchant Terms, strictly for the purpose of accepting Dollop as a method of payment at the Merchant’s point of sale (POS), and/or online points of sale, and for the development, implementation, execution and or management of future promotional and marketing Campaigns. By applying for a Dollop merchant Account, and by accessing and utilizing the Dollop 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 Dollop from time to time, constitute a complete and binding legal agreement between you and Dollop. These Merchant Terms include an arbitration clause under which certain claims may not be brought in court or decided by a jury.
1.3 Dollop reservers the right to change, update or otherwise alter these Merchant Terms at any time by posting the updated terms on the Dollop website. 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. Your continued use of the Dollop platform and services will constitute your consent to such changes. If you do not agree to the changes, you must cease your use of the Dollop platform and notify Dollop of your termination of this Agreement. In the event of a conflict between these merchant Terms and any other content provided by Dollop, unless specifically provided otherwise, these Merchant Terms shall govern.
1.4.1 “Dollop App” means any software application, including without limitation mobile applications for iOS, Android, or Windows operating systems, or other software or web applciations, authorized by Dollop and the application’s User to access the Dollop platform, including without limitation by securely requesting and receiving payment tokens and accessing User Data, in whole or part.
1.4.2 “Net Sales Proceeds” means the sum total of all monies using the Dollop app as the way to collect User’s Dollop gifts that are redeemed at the Merchant’s point of sale.
2. Dollop’s Principal Obligations
In connection with your usage of the Dollop platform, and subject to the more detailed Merchant Terms set forth herein, Dollop agrees that we will:
2.1 Work with you to enable you to accept Dollop gifts using the standalone Dollop scanner or your own hardware device that is able to download the Dollop App;
2.2 Permit you to leverage the Dollop platform to check sales collected through Dollop;
2.3 Provide training to your employees to use the Dollop App as needed;
2.4 Work with you to come up with a work flow at your POS that would most easily help you reconcile with your books;
2.5 Work with you to try to resolve promptly and professionally any User complaints related to the usage of the Dollop platform;
2.6 Provide direct payment of proceeds owed to you from Dollop Gifts redeemed at your store within 1 week from which you scanned the Dollop Gift from a User; and
2.7 Provide email notification of payment when funds are on their way.
3. Merchant’s Principal Obligations
In connection with your usage of the Dollop platform, and subject to the more detailed Merchant Terms set forth below, you agree that you will:
3.1 Work with Dollop to provide complete and accurate information concerning your business as may be requested in connection with you usage of the Dollop platform, and to maintain the accuracy of all such information;
3.2 Authorize Dollop to advertise your acceptance of Dollop gifts to Users and to make adjustments to any advertising or messaging as we deem necessary or desirable to promote your store’s participation more effectively.
3.3 Maintain the Dollop App on your standalone Dollop implementation or on your own hardware device permitting Users to use a Dollop App as a way of redeeming a gift whiel offering to Users the same prices generally available to any customer using any other payment method including cash, credit/debit cards and any other form of payment;
3.4 Honor and redeem all gifts rightfully earned by Users through the use of the Dollop App;
3.5 Immediately notify Dollop of any actual or suspected unauthorized use, fraud, violations of any state or other breach of these Merchant Terms;
3.6 Accept responsibility for any User complaints and/or customer service issues that may arise in connection with any User’s redemption or attempted redemption of a Dollop gift;
3.7 Publicize your relationship with Dollop and encourage your customers to use Dollop and/or engage in gift giving, including messaging via Twitter, Facebook, Text, and/or email to your existing customers;
3.8 Place the Dollop scanner and User/customer marketing material in a prominent and visible location next to your existing point of sale (if applicable) and agree to not modify the Dollop hardware in any way shape or form;
3.9 Agree to add a sticker to your physical storefront explaining that customers may give instant gifts to their friends with Dollop (Dollop will provide such materials free of charge).
4. Merchant Application, Registration, and Approval
4.1 In order for Dollop to effect payments to you by Users via the Level Up platform, you must be registered with Dollop and have an established Dollop Merchant Account. You may request a Dollop Merchant account by contacting Dollop directly, by phone or email, or by entering your information on the Dollop website at: http://www.dollopapp.com. A Dollop representative will contact you with information needed to complete an application to register for a Dollop Merchant Account.
4.2 In order to establish a Dollop Merchant Account, Dollop requires that you provide Dollop 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 for a valid financial account. Dollop will maintain the security of your account information using a third-party provider. Dollop does not store or share your personal, business, or bank account information.
4.3 By establishing a Dollop Merchant Account associated with financial account directly, including without limitation for the payment of total Dollop gifts redeemed, and to debit your associated financial account directly for all fees to do Dollop, including without limitation any transaction fees if same are not withheld at the payment of the Dollop gifts redeemed.
4.4 You represent and warrant that all information provided by you to Dollop 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.
4.5 US Patriot Act Notice: To help the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify, and record information that identifies each person who registers for a Merchant Account with Dollop. Merchants will be required to provide such information to the satisfaction of Dollop prior to establishing a Merchant Account.
4.6 Dollop reserves the right to reject an application or registration for a Dollop Merchant Account, for any reason.
5.1 Upon a completed registration by you, and acceptance and approval by Dollop of your Merchant Account application, Dollop will offer you the Dollop hardware required for you to begin accepting payments from and engaging in accepting instant gifts from Dollop Users.
5.2 Dollop reserves the right to change or to waive, the hardware fees at anytime for any reason. Any hardware provided free of charge to Merchant remains the property of Dollop, and shall be returned to Dollop upon the termination of Merchant’s use of the Dollop service for any reason. Upon termination of Merchant’s use of the Dollop service, Merchant authorizes Dollop to debit Merchant’s account for the cost of any hardware provided free of charge, which amount will be credited to Merchant’s account upon receipt of hardware by Dollop.
5.3 Dollop hardware that is provided by Dollop to the Merchant may not be modified obscured, branded, decorated, loaded with a competing app, or altered in any way and must be paced in a prominent appropriate location at Merchant’s POS to facilitate ease of consumer ease of use.
5.4 If any item of Dollop hardware malfunctions or breaks, Dollop will send you a return shipping label for the return and replacement of the item. You agree to package the item appropriately to use the return shipping label, and to send the damaged hardware back to Dollop within 10 days.
6. Payments Using Dollop; No Chargeback Guarantee
6.1 Payments. For transactions using Dollop as a method of payment at Merchant’s point of sale, Dollop pays Merchants the Net Sales Proceeds collected as follows:
6.1.1 Dollop pays Merchants all Net Sales Proceeds on the next business day following the transaction via direct deposit to the bank account associated with your established Dollop Merchant Account. Dollop submits payments from 0-12 hours after the Merchant scans for the User’s Dollop gift. Transfers typically take 24 hours to arrive in the Merchant’s associated bank account. Some banks may take longer than 24 hours to process payments, particularly on weekends and holidays.
6.1.2 If, in our determination, you have not provided the goods or services in exchange for the Net Sales Proceeds, or otherwise violated these Merchant Terms in connection with a submitted transaction, you agree that Dollop shall have the right to withhold and not to pay you such Net Sales Proceeds in connection with said transaction, and/or to pay a refund to any User following a distribution of Net Sales Proceeds to you, and to deduct such refund amount from future deposits to your account or to debit your associated financial account for the amount of the Net Sales Proceeds associated with the good/or services not delivered.
6.2 No Charge-Back Guarantee. Dollop’s unique security model means that when we approve a Dollop transaction, we mean it. To the extent that Dollop receives a chargeback for any transaction approved at your POS, Dollop will not seek reimbursement from you. This Guarantee shall not apply, however, to a transaction in which Merchant or a Merchant employee actively commits or colludes to commit fraud against Dollop, or any credit card holder or issuer, by utilizing the Dollop platform and/or any Dollop application or the White Label Applications.
7. Use of the Dollop Platform
7.1 Your use of the Dollop platform, the Dollop Merchant business dashboard, and your Dollop Merchant Account, is authorized by Dollop for the limited purposes set forth in these Merchant Terms.
7.2 You represent and warrant that all information provided by you to Dollop is complete and accurate. You agree that the entity identified in connection with your Dollop Merchant Account shall be the only entity for which payments are accepted by the Dollop platform. Merchants are not authorized to accept payments on behalf of an unidentified third party using the Dollop platform.
7.3 You agree that, to the extent the Dollop platform is used to facilitate payments by Users, payments shall only be accepted for goods and/or services actually delivered or provided by you in the ordinary course of your business, as described by you to Dollop in the application and registration process, or as updated from time to time by contacting Dollop. You are required to notify Dollop of any material change or expansion in the nature of goods and services offered by your business, for which you intend to accept Dollop as a method of payment.
7.4 You shall not use the Dollop platform for the purpose of accepting security or payment for loans, providing cash advances, check cashing, or otherwise distributing cash to any person or entity. You warrant to Dollop that you comply with all applicable laws and regulations concerning the prevention of money laundering and/or funding of terrorist organizations.
7.5 You shall not use the Dollop platform to accept payments for or in connection with any illegal activity, in violation of any federal, state, or local law, or in connection with any lottery or gambling activity.
7.6 You agree to comply with any individual transaction amount limits imposed by Dollop, and not to attempt to circumvent such individual transaction limits by "structuring" transactions, or breaking a large transaction amount into multiple smaller transaction amounts.
7.7 You agree to ensure that none of your employees or agents requests that a Dollop User divulge their credit or debit card account number, PIN number, or other personal identifying information such as address, telephone number, email address, or name, in connection with or as a condition to any Dollop transaction.
7.8 As a Merchant utilizing the Dollop platform, your conduct and business practices reflect upon Dollop and the community of Merchants accepting Dollop as a payment method. Dollop reserves the right to terminate your use of the Dollop platform if, in its sole discretion, it determines that your business, conduct, or business practices reflect poorly upon Dollop.
8. Marketing and Referrals
8.1 As a condition of your use of the Dollop platform, you grant Dollop a limited, non- exclusive license to use your business name, logo, and related information in order to promote your use of Dollop to Users.
8.2 In order to promote the success and accelerated use of Dollop following integration at your Merchant locations, Dollop suggests that Merchant engage in all or some of the following marketing initiatives, which Dollop has found to be particularly effective, specifically including the following:
8.2.1 In-store promotion including stickers on windows and posters in store;
8.2.2 Email promotion to existing Client’s customer base; and
8.2.3 Social media promotion of the Client’s acceptance of Dollop gifts.
8.3 Dollop 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 Dollop at Merchant locations, are to be paid solely by Merchant.
8.4 In order to facilitate the above-listed marketing initiatives, Merchant is granted a limited, non-exclusive license to use Dollop promotional materials and Dollop trademarks and logos for the above-enumerated purposes. Merchant shall not be permitted to alter or modify any Dollop trademarks or Logos. All other use of Dollop trademarks and logos shall be subject to the prior approval of Dollop. Merchant shall not use any Dollop promotional materials or Dollop trademarks or logos in any way that suggests or implies that Dollop endorses Merchant's products or services.
8.5 Dollop will list and/or promote Merchant's location(s) to Users within the Dollop platform in a manner as determined by Dollop. 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 ("Merchant Content") for publication as part of marketing or promotion of your use of Dollop to Dollop Users and new users, including in applications, on the Dollop 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.
9. Dollop Fees
In addition to the hardware fees identified above, Dollop charges only the following fees:
9.1 Dollop charges a transaction fee of 1.5% per Dollop gift scanned on the total transaction.
9.2 In addition to the standard Transaction Fee, Dollop charges a flat fee of $.50 cents for every gift redeemed from a merchant branded product on our gifting platform. For example, a merchant may want their product to be displayed with their logo on our gifting platform.
10. Intellectual Property
10.1 You agree and acknowledge that Dollop owns and retains all ownership of all right, title and interest (including without limitation all copyright, trademark, patent, and/or trade secret rights) in and to the inventions, software, hardware, technology, tools, content, User Data, confidential information, websites, guides, online services, trademarks, logos, data, and other materials related to the Dollop platform and Dollop Apps, other than the Merchant Content, defined above, or otherwise used by us to promote, sell, generate, or distribute the use of the Dollop platform (collectively, the "Dollop Content"). You may use the Dollop Content solely for the purposes of and as specified by these Merchant Terms. Otherwise, Dollop reserves all rights in the Dollop Content, and no licenses or other rights to the Dollop Content are granted to you by your use of the Dollop Platform, or by these Merchant Terms. You shall not rent, lease, publish, license, distribute, transfer, copy, reproduce, display, or modify the Dollop Content or any portion thereof, or use such Dollop 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 Dollop Content, nor shall you translate, reverse engineer, decompile or disassemble the Dollop Content.
10.2 The Dollop Content shall include any branded item graphics using the tools provided by Dollop.
11. User Complaints; Fraud
11.1 If Dollop receives any User complaints related to your use of Dollop as a payment method, 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 Users, and adjust the Net Sales Proceeds owed to you correspondingly, as determined to be necessary in our sole discretion.
11.2 Dollop employs a number of strategies to prevent fraudulent use of the Dollop platform and fraudulent transactions by Dollop Users, including for example immediate email receipts to Users to confirm transactions made using their Dollop account. In the event a User suffers a loss associated with fraudulent use of their Dollop account, Dollop will fully reimburse you, or the User, for any confirmed loss resulting from the fraudulent use.
12. Representations and Warranties
You represent and warrant to Dollop that:
12.1 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 Dollop platform is undertaken or requested on behalf of your employer, and your execution and performance of these Merchant Terms will not conflict with or violate any agreements or instruments by which you are bound, any applicable law, or any rights of any third party;
12.2 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 Dollop platform and presentation and redemption of associated Campaigns; and that you will make and be solely responsible for the proper calculation of and payment to the appropriate taxing authority of all required tax on all sales of goods and services carried out in connection with the Dollop platform (the amount of applicable sales tax as calculated by you will be included to the Net Sales Proceeds transferred by Dollop pursuant to Section 7 of these Merchant Terms);
12.3 The use of your Dollop 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
12.4 Any advertising or promotion of your products or services relating to the Dollop platform will not constitute, and you will not engage in any, false, deceptive or unfair trade practices.
13. Limitation of Liability
13.1 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 DOLLOP 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.
13.2 IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT OR THE DOLLOP PLATFORM EXCEED: (A) IF THE DAMAGES RELATE TO A PARTICULAR TRANSACTION OR TRANSACTIONS, THE AMOUNT OF TRANSACTION FEE(S) PAID TO AND RETAINED BY DOLLOP IN CONNECTION WITH SUCH TRANSACTION(S); AND (B) IF THE DAMAGES DO NOT RELATE TO PARTICULAR TRANSACTIONS, THE TOTAL AMOUNT OF TRANSACTION FEE(S) PAID TO AND RETAINED BY US IN THE THREE (3) MONTH PERIOD BEFORE THE LIABILITY AROSE. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER THE DAMAGES ARISE IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.
14.1 You will indemnify and hold harmless Dollop, its affiliated and related entities, and any of their officers, directors, employees and agents ("Company Indemnitees") against any claims, actions, suits, investigations, proceedings, liabilities, losses, damages, fines, penalties, costs and expenses, including but not limited to attorneys' fees and costs, in each case as and when incurred ("Damages"), arising out of, relating to, or incurred in connection with, any of the following:
14.1.1 Your breach or alleged breach of these Merchant Terms, or of your representations, warranties or covenants set forth herein;
14.1.2 The products or services provided or required to be provided by you, including but not limited to any claims for false advertising, product defects, personal injury, death, or property damages related to your products or services;
14.1.3 Your failure to maintain the Dollop platform; and
14.2 Dollop shall have the right to appoint counsel to defend any claim, action, suit, investigation or proceeding ("Claim") covered by your indemnification obligations set forth above, at your cost and expense. You shall have no right to control the defense or settlement of any such Claim, and you shall not settle or compromise any such Claim without Dollop's prior written consent.
In connection with these Merchant Terms, and the actions contemplated hereunder, Dollop and Merchant 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 any obligation of confidentiality owed by the receiving party or any third party to the disclosing 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.
16.1 These Merchant Terms, as amended from time to time, shall apply until terminated pursuant to this section.
16.2 Dollop reserves the right to terminate this Agreement, and any other agreements you may have with Dollop, to revoke any license(s) granted hereunder, and/or to revoke access to the Dollop 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; or (iii) Dollop is required to terminate by law. Such determinations are in the sole discretion of Dollop. All accrued rights and remedies granted to Dollop hereunder shall survive any termination of this Agreement.
16.3 Upon the termination of this Agreement for any reason, you agree to immediately cease all use of the Dollop platform, and to erase and destroy all copies, full or partial, of Dollop Confidential Information in your and your authorized users' possession or control. At Dollop's request, you agree to provide written certification of such destruction to Dollop. Dollop 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 Dollop may have, now or in the future.
16.4 You may cancel your use of Dollop with 30 days' prior written notice to Dollop. If you choose to cancel your use of Dollop, or any individual Campaign, within one calendar week following the termination of your use of Dollop, you will pay to Dollop a brand protection fee equal to 17% of the outstanding Campaign Credit that has been unlocked (earned) but not yet redeemed by Users. Additionally, if you cancel your use of Dollop and were not charged the full Hardware Fee (hereinafter defined) you will be responsible for returning the Dollop Hardware. We will provide a pre-paid mailing label. Please see Section 5 ("Hardware") for additional information.
16.5 Upon termination, you authorize Dollop to collect all outstanding unpaid fees by a direct ACH debit to an account specified by you for the payment of Dollop fees.