MemberBuy Merchant Terms and Conditions
These Merchant Terms and Conditions (the “Terms and Conditions”) govern and are incorporated into the Memberbuy Merchant Agreement between Memberbuy and Merchant (collectively, the “Agreement”). Memberbuy, subject to the provisions of this paragraph, may amend the Terms and Conditions in its sole discretion and at any time. The most recent version of the Terms and Conditions (as may be amended by Memberbuy from time to time) will be available: (i) in Memberbuy’s Merchant Centre, and/or (ii) as part of the Memberbuy Works Merchant Newsletter. Merchant agrees that either or both of these notification methods constitute adequate notice to inform Merchant of any amendments to the Agreement and Merchant further agrees to be bound by any such amendments to the Agreement upon such notification.
“MERCHANT OFFERING” means the goods and/or services to be provided by the Merchant, stated on the Voucher as presented by Memberbuy. Values determined by Merchant.
“FULL OFFER VALUE” means the Amount Paid plus the Promotional Value.
“AMOUNT PAID” means the amount a purchaser pays for each Voucher.
“PROMOTIONAL VALUE” means the Full Offer Value less the Amount Paid.
“PROMOTIONAL VALUE EXPIRATION DATE” means the date stated on the Voucher when the Promotional Value expires.
“REMITTANCE AMOUNT” means the amount Memberbuy shall remit to Merchant for each Voucher, subject to the payment terms.
“FINE PRINT” means the conditions and restrictions concerning Voucher redemption and the Merchant Offering stated on the Website and Voucher.
1. Voucher Program
a. Memberbuy is authorised to promote and sell Vouchers on Merchant's behalf subject to the terms of this Agreement and the “Terms of Sale” of the APP. The Voucher will evidence the Merchant Offering and will be sent to the purchaser electronically once payment is received. The purchaser will then redeem the Voucher with the Merchant by presenting the Voucher in electronic form. Merchant is the issuer of the Vouchers and seller of the Merchant Offering. If there is a conflict between this Agreement and the Terms of Sale, the Agreement controls.
b. Memberbuy is authorised to promote and sell Vouchers on Merchant's behalf through any platform. The Vouchers may be offered to all or part of Memberbuy'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 Memberbuy, its affiliates or business partners.
c. For appointment-based Merchant Offerings, Memberbuy may require that Merchant provide Memberbuy with a calendar of available appointment times and allow Memberbuy purchasers to schedule appointments with the Merchant through Memberbuy and any third-party service Memberbuy may use. Memberbuy may audit Merchant response times using various methods, including but not limited to, auto-diallers, call forwarding and pre-recorded calls. If Memberbuy, in its sole discretion, determines Merchant response times or the quality of service provided to purchasers is unsatisfactory, Memberbuy may terminate the Agreement and return the Amount Paid to purchasers for unredeemed Vouchers.
d. Memberbuy reserves the continuing right to reject, revise, or discontinue any Merchant Offering, at any time and if conflicts with our policy in Memberbuy's sole discretion, and to terminate the Merchant Offering and to remove all references to the Merchant Offering and Voucher from the Website; and redirect or delete any URL used in connection with the Merchant Offering.
e. Merchant shall honour the Vouchers for the Merchant Offering through the Promotional Value Expiration Date. After the Promotional Value Expiration Date MERCHANT AGREES TO REDEEM THE VOUCHER FOR THE AMOUNT PAID INDEFINITELY.
f. After the Promotional Value Expiration Date, Merchant must always allow the purchaser to redeem the Voucher for the Amount Paid toward the Merchant Offering. If the goods and services constituting the Merchant Offering and stated on the Voucher are no longer available, the Merchant must always allow the purchaser to redeem the Voucher toward any goods or services then offered by the Merchant equivalent to at least the Amount Paid.
g. Partial redemptions: If applicable, and if a purchaser redeems a Voucher for less than the Amount Paid, the Merchant is responsible for handling any unredeemed value as required by applicable law.
h. Merchant agrees that in providing the Merchant Offering, Merchant will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Voucher, including the Fine Print. Unless disclosed in the Fine Print, Merchant further agrees not to impose different terms or a different cancellation policy than what is imposed on its Memberbuy customers.
i. Merchant agrees that so long as an appointment or reservation is made to redeem a Voucher, or purchaser has made an attempt to make an appointment, before the Voucher's Promotional Value Expiration Date, the Voucher will be honoured for the Full Offer Value without restriction, even though the services may be provided after the Promotional Value Expiration Date.
j. For any seasonal Merchant Offering(s), following the initial Promotional Value Expiration Date specified in the Memberbuy Merchant Agreement the: (i) Promotional Value Expiration Date will reset to be the end of the immediately following season specified by Merchant; and (ii) Maximum Number of Vouchers will reset for the immediately following season. Throughout the Term (as defined herein), the Promotional Value Expiration Date and the Maximum Number of Vouchers for the seasonal Merchant Offering(s) will continue to reset after each season.
k. Merchant is responsible for all customer service in connection with the Merchant Offering and for supplying all goods and services stated in the Merchant Offering. Merchant is also responsible for any customer loyalty programs associated with the Merchant Offering.
l. If applicable, Merchant will hold the Merchant Offering for pick-up by each purchaser at the Redemption Site. The “Redemption Site” is the complete and accurate address provided by Merchant to Memberbuy where purchasers are able to redeem the Voucher to pick-up the Merchant Offering. Merchant also agrees to provide Memberbuy with the hours and dates of operation, complete with any exceptions, and a valid phone number for the Redemption Site. If any of the information related to a Redemption Site changes, Merchant agrees to notify Memberbuy immediately of such change.
m. Merchant agrees to accept returns of the Merchant Offering in compliance with applicable laws and the Fine Print, but in any event: (i) will accept returns of a defective Merchant Offering or nonconforming items in or a part of any Merchant Offering at all times and pay (or reimburse a purchaser for) any and all costs associated with the return of such Merchant 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.
a. Memberbuy is authorised to initiate credit transaction entries to Merchant's depository account at the depository financial institution named in this Agreement or as otherwise provided to Memberbuy by Merchant in writing (“Merchant Bank Account”). Only in the event of an error, Memberbuy is authorised to initiate debit entry adjustments to the Merchant Bank Account to correct any error. Merchant hereby acknowledges that Memberbuy's origination of all transactions to Merchant Bank Account must comply with provisions of Merchant’s country of origin law. payments take up to five (5) business days to become available in the Merchant Bank Account after processing.
b. Merchant will not attempt to bill or collect reimbursement from any third-party payor, including but not limited to any insurer, health insurance plan, Medicare, Medicaid, or any other federal, state, provincial, territorial or local governmental program or entity (“Third-Party Payor”), for any of Merchant's services. Merchant will accept the amounts received from Memberbuy as payment in full for all services provided by Merchant delivered pursuant to the Merchant Offering. Merchant is solely responsible for complying with any contractual requirements imposed by its contracts with Third-Party Payers, including but not limited to requirements related to offering discounted services.
c. Taxes Generally. 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. Memberbuy is not responsible for determining whether taxes apply to Merchant’s transaction with either purchasers or Memberbuy, or for collecting, reporting or remitting any taxes arising from any transaction with or by Merchant and purchaser. Merchant may be asked to provide Memberbuy with a valid Tax Identification Number for tax reporting purposes. 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 Merchant Offering and pursuant to the terms and redemption of the Voucher, and shall be responsible for paying any and all sales, use or any other taxes related to the Merchant Offering or the goods and services.
d. Transaction Taxes. Merchant bears sole financial responsibility for any and all sales, use, excise, general, GST, or other similar taxes, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by this Agreement between Memberbuy and Merchant (“Transaction Taxes”), if any. Memberbuy shall apply the applicable Transaction Tax to the amounts it retains and/or other fees remitted to Memberbuy pursuant this Agreement. Transaction Taxes are calculated using the Merchant’s billing address or ABN and will be included on invoices. Tax rates are subject to change. If applied, Transaction Taxes will be calculated at the time of each payment using the rates in effect under current law.
e. Withholding Taxes. Memberbuy may be required by tax authorities to withhold taxes on behalf of Merchant. Memberbuy reserves the right to deduct any such taxes from amounts due to Merchant and to remit them to the appropriate tax authority. Memberbuy may also be required to report the withholding tax payments to the tax authorities. Memberbuy shall provide evidence of payment of withholding taxes to Merchant no later than 60 days after payment of the withholding taxes.
f. Notwithstanding anything to the contrary, Memberbuy will have no obligation to advance amounts that have been paid to Memberbuy by a purchaser until Merchant has complied with Merchant’s obligations under this Agreement. If Memberbuy reasonably believes that Merchant has breached any provision of this Agreement, Memberbuy may offset, delay, withhold, or suspend future payments to Merchant, in Memberbuy’s sole discretion. In addition, if Merchant is unwilling to, or in Memberbuy’s reasonable discretion appears unable to, perform its obligations under this Agreement, Memberbuy is authorised 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.
1. Customer Data Restrictions
a. “Customer Data” means all identifiable information about purchasers generated or collected by Memberbuy or Merchant, including, but not limited to, purchasers' name, shipping addresses, email addresses, phone numbers, purchaser preferences and tendencies, and financial transaction data.
d. Merchant shall immediately notify Memberbuy if Merchant becomes aware of or suspects any unauthorised access to or use of Customer Data or any confidential information of Memberbuy, and shall cooperate with Memberbuy in the investigation of such breach and the mitigation of any damages. Merchant will bear all associated expenses incurred by Memberbuy to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorised 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 Memberbuy, destroy or return to Memberbuy all the Customer Data in Merchant's or any agent of Merchant's possession.
2. Term and Termination
This Agreement will continue in effect until terminated by either party in accordance with this Section (“Term”). Memberbuy is authorised to terminate this Agreement, at any time for any reason, upon written notice to Merchant. Merchant is authorised to terminate this Agreement upon seven (7) business days prior written notice to Memberbuy. Termination of this Agreement will not in any way affect Merchant's obligation to redeem any Voucher according to the terms of this Agreement, including the obligation to honour the Voucher for the Amount Paid after the Promotional Value Expiration Date. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term.
Memberbuy and its business partners may communicate with Merchant with regard to products, promotions, and other services that may be of interest to Merchant. This may include email or other communications. Memberbuy may also solicit Merchant’s opinion for market research purposes.
4.Intellectual Property Rights
a. Merchant grants to Memberbuy a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) Merchant's name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorised or approved to use by Merchant (collectively, “Merchant IP”); and (b) any third party's name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorised or approved for use by Merchant (collectively, “Third Party IP”), in each case in connection with the promotion, sale/resale (as may be applicable) or distribution of the Merchant Offering in all media or formats now known or hereinafter developed (“License”). Any use of the Merchant IP or Third Party IP as contemplated in this Agreement is within Memberbuy's sole discretion.
b. Merchant acknowledges and agrees that, as between the parties, Memberbuy owns all interest in and to the Website, Customer Data, Memberbuy trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Memberbuy or at Memberbuy's direction, or assigned to Memberbuy, and any materials, software, technology or tools used or provided by Memberbuy to promote, sell/resell (as may be applicable) or distribute the Merchant Offering and conduct its business in connection therewith (collectively “Memberbuy IP”). Merchant shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the Memberbuy IP or any portion thereof, or use such Memberbuy IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, except that Memberbuy grants Merchant a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the Term to use one copy of Memberbuy's mobile merchant software application on a single mobile computer, tablet computer, or other device, solely for the purposes permitted by that software, and to make one copy of the software for back-up purposes. Merchant shall keep the Memberbuy IP confidential, and shall not prepare any derivative work based on the Memberbuy IP or translate, reverse engineer, decompile or disassemble the Memberbuy IP. Merchant shall not take any action to challenge or object to the validity of Memberbuy's rights in the Memberbuy IP or Memberbuy's ownership or registration thereof. Except as specifically provided in this Agreement, Merchant and any third party assisting Merchant with its obligations in this Agreement, are not authorised to use Memberbuy IP in any medium without prior written approval from an authorised representative of Memberbuy. Merchant shall not include any trade name, trademark, service mark, domain name, social media identifier, of Memberbuy or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword. Merchant shall not use or display any Memberbuy IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Merchant or a third party and Memberbuy. All rights to the Memberbuy IP not expressly granted in this Agreement are reserved by Memberbuy.
c. If Merchant provides Memberbuy or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a Memberbuy product or service or otherwise in connection with this Agreement, any Memberbuy IP, or Merchant's participation in the Merchant Offering or Voucher, (collectively, “Feedback”), Merchant irrevocably assigns to Memberbuy all right, title, and interest in and to Feedback. In the event your assignment to Memberbuy is invalid for any reason, you hereby irrevocably grant Memberbuy and its affiliates a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Feedback; (ii) adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. Merchant warrants that: (A) Feedback is Merchant's original work, or Merchant obtained Feedback in a lawful manner; and (B) Memberbuy and its sublicensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights. Merchant agrees to provide Memberbuy such assistance as Memberbuy might require to document, perfect, or maintain Memberbuy's rights in and to Feedback.
5.Representations and Warranties
Merchant represents and warrants that: (a) Merchant has the right, power and authority to enter into this Agreement; (b) 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; (c) the Voucher, upon being delivered by Memberbuy, will be available immediately for redemption and Merchant will have sufficient goods and/or services available for redemption through the Promotional Value Expiration Date (i.e., a number of goods and/or services sufficient to fulfil its redemption obligations in connection with the applicable Maximum Number of Vouchers); (d) the terms and conditions of the Voucher, including any discounts or goods and services offered thereunder do not and will not violate any, local, state, provincial, territorial or federal law, statute, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol and any laws governing vouchers, gift cards, coupons, and gift certificates; (e) the Merchant’s redemption of the Voucher will result in the bona fide provision of goods and/or services by Merchant to the purchaser; (f) Merchant owns all interest in and to the Merchant IP and has licensing rights in (with the right to sublicense to Memberbuy) the Third Party IP, and has the right to grant the License stated in this Agreement; (g) the Merchant IP and the Third Party IP, the Merchant Offering, Memberbuy's use and promotion thereof, and the results of such Merchant 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; (h) 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 offence, gives rise to civil liability or otherwise violates any law; (i) the Vouchers 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; (j) Merchant and its employees, contractors and agents have had the proper education and training and hold all required and up-to-date regulatory authorisation, licenses and certifications relating to any Merchant Offering to provide the goods or services described in this Agreement; (k) Merchant's business information and direct deposit details as provided in this Agreement, indicating where payments should be forwarded are accurate and Merchant is the authorised entity to receive the funds forwarded by Memberbuy; (l) Merchant is not authorised 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 authorised to copy or otherwise reproduce any Customer Data other than for the purpose of redeeming or verifying the validity of Vouchers in connection with this Agreement and (m) the Merchant Offering is: (i) free from defects in workmanship, materials and design, (ii) merchantable and suitable for the purposes, if any, stated in the Agreement, and (iii) genuine, bona fide products, as described herein and does not violate the rights of any third party.
To the extent allowed under applicable law, Merchant agrees to defend, indemnify and hold Memberbuy, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys' fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Merchant of this Agreement, or the representations and warranties made in this Agreement; (b) any claim for state sales, use, or similar tax obligations of Merchant arising from the sale and redemption of a Voucher; (c) any claim by any local, state, provincial, territorial or federal governmental entity for unredeemed Vouchers or unredeemed cash values of Vouchers or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest; (d) any claim arising out of a violation of any law or regulation by Merchant or governing Merchant's goods and/or services; (e) any claim arising out of Merchant's violation of law or regulation governing the use, sale, and distribution of alcohol; (f) any claim by a purchaser or anyone else arising out of or relating to the goods and services provided by Merchant and/or pick up of the goods and services at the Redemption Site, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; (g) any claim by a purchaser for the Amount Paid; (h) any claim arising out of Merchant's misuse of Customer Data, or any violation of an applicable data privacy or security law; and (i) any claim arising out of Merchant’s negligence, fraud or wilful misconduct. Memberbuy maintains the right to control its own defence and to choose and appoint its own defence counsel, regardless of the presence or absence of a conflict of interest between Memberbuy and Merchant. Merchant's duty to defend and indemnify Memberbuy includes the duty to pay Memberbuy's reasonable attorneys' fees and costs, including any expert fees.
The terms for the Merchant 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, Memberbuy is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).
8.Limitation of Liability
EXCEPT FOR MERCHANT'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT IS EITHER PARTY LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. MEMBERBUY'S SOLE AND COMPLETE LIABILITY TO MERCHANT FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF ANY VOUCHER IS LIMITED TO THE AMOUNT OF FEES RETAINED BY MEMBERBUY HEREUNDER FOR THE PRECEDING SIX (6) MONTHS AFTER FINAL CALCULATION AND RECONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. IN ADDITION, ANY CLAIM BY OR ON BEHALF OF A MERCHANT IN CONNECTION WITH ANY PAYMENT MADE BY MEMBERBUY, INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING THAT A MERCHANT WAS UNDERPAID, MUST BE MADE IN WRITING TO MEMBERBUY WITHIN NINETY (90) DAYS FROM THE DATE MEMBERBUY REMITS THE PAYMENT AT ISSUE. ALL CLAIMS NOT MADE IN ACCORDANCE WITH THE FOREGOING SHALL BE DEEMED WAIVED, RELEASED AND DISCHARGED BY MERCHANT.
9. Dispute Resolution
All disputes arising out of, or relating in any way to this Agreement, shall be resolved pursuant to this Section 14 Dispute Resolution.
a. Binding Arbitration
EXCEPT AS SPECIFICALLY STATED HEREIN, ANY DISPUTE OR CLAIM BETWEEN MERCHANT AND MEMBERBUY ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT (“DISPUTES”) SHALL BE RESOLVED EXCLUSIVELY BY FINAL, BINDING ARBITRATION. BY VIRTUE OF THE AGREEMENT IN THIS SECTION 14 TO ARBITRATE, MERCHANT AND MEMBERBUY ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR MAGISTRATE.
b. Class Action Waiver
WE EACH AGREE THAT WE SHALL BRING ANY DISPUTE AGAINST THE OTHER IN OUR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, WE EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.
a. The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party's prior written approval, to bind or commit the other in any way.
b. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
c. Merchant is not authorised to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without Memberbuy's prior written consent. Any waiver must be in writing and signed by an authorised signatory of Memberbuy. Memberbuy is authorised to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganisation or sale of all or substantially all of the assets or business, or by operation of law, without notice to Merchant.
d. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.
e. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MEMBERBUY DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE VOUCHERS ARE ERROR-FREE, OR THAT ANY MERCHANT OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT.