Coupon Buzz Merchant Terms & Conditions

Last updated  January 04, 2025

Definitions

Voucher: A document, code, or electronic certificate issued by Coupon Buzz, representing the Merchant Offering, which is redeemable by the purchaser in exchange for the specified goods or services.

Merchant Center: The Coupon Buzz online platform where merchants can manage their offers, view communications, track sales, and access updates or amendments to the Agreement.

Website: The Coupon Buzz platform, accessible via the internet, where Merchant Offerings are listed, Vouchers are sold, and customers interact with the Merchant’s deals.

Merchant Offering: The goods or services provided by the Merchant as described on the Voucher, which customers can redeem upon purchase.

Maximum Number of Vouchers: The total number of Vouchers that Coupon Buzz is authorized to sell on behalf of the Merchant, as agreed upon in the Merchant Agreement.

Monthly Maximum Number of Vouchers: The maximum number of Vouchers that Coupon Buzz can sell on behalf of the Merchant each month, once the total Maximum Number of Vouchers has been reached.

Full Offer Value: The total monetary value of the Merchant Offering, which includes both the Amount Paid and the Promotional Value.

Amount Paid: The actual amount the purchaser pays to acquire the Voucher.

Promotional Value: The portion of the Full Offer Value that exceeds the Amount Paid, which is valid until the Promotional Value Expiration Date.

Promotional Value Expiration Date: The date on which the Promotional Value of the Voucher expires, as indicated on the Voucher itself.

Remittance Amount: The amount that Coupon Buzz will transfer to the Merchant for each Voucher sold, subject to the terms of the Agreement.

Fine Print: The specific conditions, restrictions, and limitations regarding the Merchant Offering and Voucher redemption, as detailed on the Website and Voucher.

Terms of Sale: The set of conditions provided by Coupon Buzz that govern the sale of Vouchers, which may be subject to updates or amendments.

Redemption Site: The physical or online location where the purchaser can redeem the Voucher for the Merchant Offering.

 

1. Voucher Program

a) Coupon Buzz is authorized to market and sell Vouchers on behalf of the Merchant, in accordance with the terms set forth in this Agreement and the "Terms of Sale” found on the Website. Once payment is processed, the Voucher, which serves as evidence of the Merchant Offering, will be delivered to the purchaser electronically. The purchaser may then redeem the Voucher by presenting it in either digital or printed form. The Merchant remains the issuer of the Vouchers and the seller of the Merchant Offering. In the event of any conflict between this Agreement and the Terms of Sale, the provisions of this Agreement shall prevail.

b) Coupon Buzz is further empowered to market and sell Vouchers on behalf of the Merchant through various platforms, including daily deal promotions, affiliate networks, business partner platforms, and referral systems. The Vouchers may be targeted and segmented according to various demographic and behavioral factors, such as gender, age, geographic location, and consumer preferences. Distribution channels may include the Internet, the Coupon Buzz Website, affiliated websites, partner networks, email, mobile apps, or any other online platforms owned, managed, or operated by Coupon Buzz, its partners, or affiliates. Additionally, the Merchant authorizes Coupon Buzz to modify the Promotional Value Expiration Date, either shortening or extending it, as part of the marketing campaign.

c) For appointment-based offerings, Coupon Buzz may request the Merchant to supply a calendar of available appointment slots and enable scheduling directly through Coupon Buzz or a third-party service. In certain cases, Coupon Buzz may audit the Merchant’s response times using tools such as call forwarding, automated dialing, or pre-recorded calls. If, at Coupon Buzz’s sole discretion, the Merchant's response times or quality of service is found to be unsatisfactory, Coupon Buzz reserves the right to terminate the Agreement and refund the purchasers for unredeemed Vouchers. All Vouchers must be redeemed in full, and no refunds or credits will be issued for unused portions.

d) For Merchant Offerings that include massage services, the Merchant agrees to perform regular background checks on its employees, agents, or independent contractors, as well as conduct social media reviews to ensure they maintain a positive reputation. Additionally, the Merchant must verify that all individuals providing massage services hold the necessary licenses and certifications, in compliance with applicable laws. Annually, the Merchant must certify its adherence to these requirements to Coupon Buzz.

e) Should the Merchant conduct background checks on its employees, agents, or independent contractors, the Merchant must provide the results to Coupon Buzz upon request, ensuring that all necessary consents have been obtained for such sharing. Moreover, any complaints related to potential criminal behavior, such as allegations of sexual assault, must be reported to Coupon Buzz immediately, regardless of whether the complaint originates from a Coupon Buzz customer.

f) Coupon Buzz has the discretion to sell Vouchers up to the Maximum Number of Vouchers in various markets and at different times. If the Merchant opts for recurring monthly features, Coupon Buzz will promote and sell Vouchers up to the Maximum Number for the initial campaign and then continue to promote and sell up to the Monthly Maximum Number of Vouchers for future features. The Merchant has the option to increase either of these limits as needed.

g) Coupon Buzz reserves the right to modify, reject, or discontinue any Merchant Offering at any time, without notice, and may remove all references to the Offering and the Voucher from the Website. Coupon Buzz may also redirect or delete any URLs associated with the Merchant Offering.

h) The Merchant agrees to honor Vouchers up to the Promotional Value Expiration Date. After this date, the Merchant must continue to redeem the Voucher for the Amount Paid without limitation. If the Merchant Offering specified on the Voucher is no longer available, the Merchant is required to allow the purchaser to apply the Amount Paid toward any other available goods or services.

i) In cases of partial redemption, where a purchaser uses only a portion of the Voucher's value, the Merchant is responsible for managing the remaining balance in accordance with applicable law.

j) The Merchant agrees not to inflate prices or impose additional fees or restrictions beyond what is stated on the Voucher, including those specified in the Fine Print. The Merchant also agrees not to impose different terms or cancellation policies for Coupon Buzz customers compared to other customers, unless disclosed in the Fine Print.

k) If a purchaser books an appointment or makes an attempt to do so before the Voucher's Promotional Value Expiration Date, the Merchant agrees to honor the Voucher for the Full Offer Value, even if the service is rendered after the expiration date.

l) For seasonal Merchant Offerings, the Promotional Value Expiration Date will reset at the end of the next season specified by the Merchant, and the Maximum Number of Vouchers will be reset accordingly. This cycle will continue for the duration of the Agreement.

m) The Merchant is responsible for all customer service related to the Merchant Offering, including the delivery of goods and services. Additionally, the Merchant is responsible for managing any loyalty programs associated with the Offering.

n) If applicable, the Merchant agrees to hold the Merchant Offering for pick-up at the Redemption Site, which refers to the accurate address provided to Coupon Buzz where purchasers can collect their items. The Merchant must also provide operating hours, exceptions, and a valid contact number for the Redemption Site, and must inform Coupon Buzz immediately if any of this information changes.

o) The Merchant agrees to accept returns in accordance with applicable laws and the Fine Print. Specifically, the Merchant must accept returns of defective or nonconforming products and bear any costs associated with such returns. Additionally, the return policy for Coupon Buzz purchasers cannot be more restrictive than the Merchant’s general return policy for its other customers.

p) The Merchant is responsible for complying with all applicable Canadian laws, including those under the Canadian Environmental Protection Act (CEPA) and the Consumer Product Safety Act (CPSA). If the Merchant is selling products containing chemicals classified as hazardous under Canadian regulations, the Merchant must ensure appropriate labeling and consumer warnings are provided. The Merchant must also include the following disclaimer on any product pages where hazardous chemicals are present:

"This product or service contains chemical(s) that may pose health risks, including but not limited to [name of chemical(s)]. For more information on potential health effects and safety measures, please refer to Health Canada's guidance on consumer product safety at https://www.canada.ca/en/health-canada/services/consumer-product-safety”

q) The Merchant assumes responsibility for providing accurate and up-to-date information about the Merchant Offering on the Website. Any inaccuracies or misstatements will be the sole liability of the Merchant.

r) The Merchant agrees not to seek reimbursement from any federal, provincial, or territorial healthcare programs for goods or services provided through the Merchant Offering, where such reimbursement would violate healthcare regulations in Canada.

s) The Merchant certifies that the Full Offer Value of the Merchant Offering represents the actual, regular value of the goods or services, in accordance with applicable laws, and reflects accurate pricing from substantial sales made in the last 90 days. The Merchant also confirms that it has not inflated or misrepresented the Full Offer Value and agrees to update the pricing whenever necessary to remain compliant with these terms and the law.

t) Before Vouchers are sold, Coupon Buzz will provide the Merchant with a preview of the deal webpage, which will include the proposed content based on information provided by the Merchant, publicly available sources, or third-party input. The Merchant must review this preview and notify Coupon Buzz of any inaccuracies, legal concerns, or unauthorized intellectual property usage. If no concerns are raised before the Vouchers go live, the Merchant’s warranties and representations will apply to all content on the deal page.

2. Usage Agreement for Real Estate and Car Dealers

Permitted Use: Real estate and car dealers ('Users') may utilize the Coupon Buzz platform solely for the purpose of listing their items. The platform is intended exclusively for the display of listings offered by the Users.

Users are required to purchase a subscription plan in order to access the listing features of the Coupon Buzz platform. The specific terms, conditions, and pricing of such subscription plans are available on the Coupon Buzz website and may be subject to change.

Prohibition on Direct Sales: Users are expressly prohibited from conducting sales of their items(listings) directly on the Coupon Buzz platform. The platform shall function solely as a medium for Users to list their items, and all transactions must be completed outside of the platform.

Compliance with Terms: Users agree to comply with all applicable laws and regulations related to their listings and activities on the platform. Any violation of these terms may result in immediate removal from the platform and termination of the subscription.

Termination: Coupon Buzz reserves the right to terminate the subscription of any User who fails to adhere to these terms or engages in activities that undermine the integrity of the platform.

3. Payment

a) Amounts withheld by Coupon Buzz from the proceeds of the Merchant Offering are intended as compensation for Coupon Buzz’s services, including the marketing, promotion, and advertising of the Merchant Offering, as well as the distribution of Vouchers on behalf of the Merchant. The Merchant must retain the Remittance Amount in trust for the benefit of purchasers with unredeemed Vouchers until the Merchant delivers the Merchant Offering, refunds any holder of unredeemed Vouchers, or transfers the necessary funds to the relevant tax authority, as required by law. If purchasers request refunds, the Merchant must return the trust funds to Coupon Buzz upon demand. Coupon Buzz reserves the right to review the Merchant’s credit history, which may include a soft credit inquiry.

b) Coupon Buzz is authorized to initiate electronic funds transfers (EFT) to the Merchant’s designated depository account at the financial institution specified in this Agreement or otherwise provided by the Merchant ("Merchant Bank Account”). In the event of an error, Coupon Buzz may initiate debit adjustments to the Merchant Bank Account to correct any discrepancies. The Merchant acknowledges that Coupon Buzz’s initiation of all EFT transactions must comply with relevant legal requirements. Once processed, EFT payments may take up to five (5) business days to appear in the Merchant Bank Account.

c) The Merchant is prohibited from attempting to bill or seek reimbursement from any third-party payor, including, but not limited to, insurance providers, health insurance plans, Medicare, Medicaid, or any other federal, state, provincial, territorial, or local government programs or entities ("Third-Party Payor") for services rendered under the Merchant Offering. The Merchant agrees to accept the payments received from Coupon Buzz as full compensation for all services provided in connection with the Merchant Offering. The Merchant is solely responsible for adhering to any contractual obligations with Third-Party Payors, including requirements relating to offering discounted services.

d) General Tax Policy. Coupon Buzz acts as an online marketplace facilitator, connecting merchants (service providers, artists, and sellers of goods) directly with customers. As such, Coupon Buzz is not the seller of goods or services but provides a platform for transactions to take place.

e) GST/HST and PST Responsibility for Goods and Services. Merchants providing services are responsible for charging and collecting GST/HST on the full value of the services provided when the customer redeems a coupon. Merchants must issue a receipt to the customer at the time of redemption, including applicable GST/HST based on the provincial rate. If applicable, merchants must charge PST on the services provided according to the regulations in the province where the service is rendered. Merchants (artists) selling handcrafted goods are responsible for charging and collecting GST/HST on the sale of goods, provided they are registered for GST/HST. Merchants must issue a receipt or invoice to customers that clearly includes the applicable GST/HST. Merchants must charge PST on goods shipped to provinces where PST applies (e.g., BC). Merchants are responsible for shipping and packaging the goods directly to customers. The price shown on Coupon Buzz does not include applicable GST/HST or PST; these taxes may be added by the merchant at the time of sale or delivery.

f) Coupon Buzz’s Tax Responsibility. Coupon Buzz charges a commission or service fee to merchants for each transaction completed through the platform. Coupon Buzz is required to charge and collect GST/HST on the commission or service fee at the applicable rate (currently 5% GST in most provinces). For merchants based in provinces with PST (e.g., BC), Coupon Buzz is also required to charge and collect PST on the commission or service fee at the applicable provincial rate (currently 7% PST in BC).

g) Tax Filing and Remittance. Merchants are responsible for filing and remitting GST/HST and PST collected from buyers to the appropriate tax authorities. Coupon Buzz is responsible for filing and remitting GST/HST and PST collected on its service fees to the appropriate tax authorities.

h) Payment Obligations and Merchant Compliance. Coupon Buzz has no obligation to disburse funds collected from purchasers until the Merchant has fulfilled its obligations under this Agreement. If Coupon Buzz reasonably believes that the Merchant has breached any part of this Agreement, Coupon Buzz may, at its sole discretion, offset, delay, withhold, or suspend future payments to the Merchant. Furthermore, if the Merchant is unable or unwilling to meet its obligations, Coupon Buzz may take additional steps to secure payment from the Merchant, including, but not limited to, withholding future payments, delaying disbursements, or offsetting amounts owed against refunds or other obligations due from the Merchant under this Agreement.

4. Customer Data Usage

a) Customer Data refers to any identifiable information about purchasers that is collected or generated by Coupon Buzz or the Merchant. This may include, but is not limited to, the purchaser's name, shipping address, email address, phone number, purchasing preferences and behaviors, and financial transaction details.

b) The Merchant is authorized to use Customer Data solely for the purpose of fulfilling its obligations regarding the redemption of the Merchant Offering, as outlined in this Agreement. This includes, but is not limited to, redeeming Vouchers and providing the associated goods and services to purchasers. The Merchant agrees not to use Customer Data for any other purpose, such as enhancing or compiling any separate database owned by the Merchant or any third party. The Merchant further represents, warrants, and agrees that it will not sell, broker, or disclose any Customer Data to third parties, in whole or in part, unless required by applicable law. Should the Merchant engage a third party to assist with its redemption obligations, it is the Merchant’s responsibility to ensure that such third parties have implemented appropriate security measures to protect Customer Data. If Customer Data is collected directly by the Merchant or a third-party service provider, the Merchant must ensure that they post and handle Customer Data in accordance with their privacy policy and comply with all relevant legal requirements.

c) As long as the Merchant adheres to applicable laws and its posted privacy policy, the restrictions on the use of Customer Data outlined in this Agreement do not apply to the following situations: (i) data from any purchaser who was already a customer of the Merchant prior to the Effective Date of this Agreement, provided that such data was provided independently of this Agreement or any related transactions; and (ii) data provided directly by a purchaser to the Merchant when the purchaser opts in to receive communications from the Merchant.

d) The Merchant is obligated to promptly notify Coupon Buzz if it becomes aware of or suspects any unauthorized access to or misuse of Customer Data, or any breach involving Coupon Buzz’s confidential information. The Merchant must fully cooperate with Coupon Buzz during the investigation and mitigation of any such breaches. The Merchant will bear all costs incurred by Coupon Buzz in order to comply with applicable laws (such as data breach regulations) or to address any unauthorized access or misuse of Customer Data while it remains in the possession or control of the Merchant. Upon the termination or expiration of this Agreement, the Merchant must, as directed by Coupon Buzz, either destroy or return all Customer Data in its possession or the possession of its agents to Coupon Buzz.

5. Promotional Programs

In order to promote the sale of Vouchers, the Merchant grants Coupon Buzz the authority, at its discretion and at any time, to modify the Amount Paid for the Merchant Offering through various Promotional Programs. For each Voucher sold under such a Promotional Program, the Net Remittance Amount may be adjusted in accordance with the percentage increase or decrease of the Amount Paid, referred to as a "Promotional Adjustment." Specifically:

For Vouchers associated with Tier 1 offer options, any reduction in the Net Remittance Amount will be capped at: (i) fifteen percent (15%) of the Net Remittance Amount, or (ii) any maximum Promotional Adjustment as outlined in the "Payment Terms” section of the Coupon Buzz Merchant Agreement, if applicable.

For Vouchers tied to Tier 2 offer options, there will be no adjustments to the Net Remittance Amount resulting from a decrease in the Amount Paid.

The Promotional Programs comprise:

a) Promotional Codes: These are codes that customers can apply, at the sole discretion of Coupon Buzz, to obtain a discount on the Amount Paid for a Merchant Offering.

b) Price Optimization: This term refers to any alteration (excluding the use of Promotional Codes) to the Amount Paid for a Merchant Offering.

 

6. Term and Termination

This Agreement shall remain in force until either party elects to terminate it as specified in this Section ("Term”). Coupon Buzz retains the right to terminate this Agreement at any time and for any reason by providing written notice to the Merchant. Conversely, the Merchant may terminate this Agreement by giving Coupon Buzz a written notice seven (7) business days in advance. The termination of this Agreement shall not impact the Merchant’s responsibility to redeem any Voucher in accordance with the provisions of this Agreement, which includes the obligation to honor the Voucher for the Amount Paid even after the Promotional Value Expiration Date. Any clauses in this Agreement that are designed to survive termination will remain effective and enforceable following the conclusion of the Term.

7. Marketing

Coupon Buzz 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. Coupon Buzz may also solicit Merchant’s opinion for market research purposes.

8. Intellectual Property

a) The Merchant grants Coupon Buzz a non-exclusive, global, royalty-free, fully paid, perpetual, irrevocable, transferable, and sublicensable license to utilize, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish, and publicly perform: (a) the Merchant’s name, logos, trademarks, service marks, domain names, as well as any audiovisual materials, video recordings, audio recordings, photographs, graphics, artwork, text, and other content provided, specified, recommended, directed, authorized, or approved for use by the Merchant (collectively referred to as "Merchant IP”); and (b) any third-party names, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text, and any other content provided, specified, recommended, directed, authorized, or approved for use by the Merchant (collectively referred to as "Third Party IP”). This is applicable in relation to the promotion, sale, or distribution of the Merchant Offering across all media or formats, whether currently known or developed in the future ("License”). The use of Merchant IP or Third Party IP as outlined in this Agreement is solely at Coupon Buzz’s discretion.

b) The Merchant acknowledges that Coupon Buzz holds all rights and interests in the Website, Customer Data, Coupon Buzz trade names, logos, trademarks, service marks, domain names, social media identifiers, all data gathered through the Website, and all audiovisual materials, video recordings, audio recordings, photographs, graphics, artwork, text, or other content created by or at the direction of Coupon Buzz, or assigned to Coupon Buzz, along with any materials, software, technology, or tools utilized or provided by Coupon Buzz to promote, sell, or distribute the Merchant Offering and conduct business in connection with it (collectively referred to as "Coupon Buzz IP”). The Merchant is prohibited from using, selling, renting, leasing, sublicensing, distributing, broadcasting, transmitting, streaming, transferring, copying, reproducing, downloading, modifying, or displaying any portion of the Coupon Buzz intellectual property (IP). Additionally, the Merchant shall not incorporate any Coupon Buzz IP as a component or basis for products or services intended for commercial use, sale, sublicense, lease, access, or distribution.

c) Nonetheless, Coupon Buzz grants the Merchant a limited, non-exclusive, revocable license to access and utilize the Coupon Buzz online platform for managing their account and listing their offerings. This license is strictly for the Merchant's authorized use on a single mobile device, tablet, or computer. The Merchant may also create one backup copy of any downloadable components of the platform for personal use.

d) The Merchant is obligated to maintain the confidentiality of the Coupon Buzz IP and shall not create any derivative works based on the Coupon Buzz IP, nor translate, reverse engineer, decompile, or disassemble it. The Merchant shall not contest or challenge the validity of Coupon Buzz’s rights regarding the Coupon Buzz IP or its ownership or registration. Except as explicitly outlined in this Agreement, neither the Merchant nor any third-party assisting the Merchant with their obligations under this Agreement is permitted to use Coupon Buzz IP in any medium without prior written consent from an authorized representative of Coupon Buzz. The Merchant shall not include any trade names, trademarks, service marks, domain names, or social media identifiers of Coupon Buzz or its affiliates, or any variations or misspellings thereof, in any trademark, domain name, email address, social network identifier, metadata, or search engine keywords. Furthermore, the Merchant shall not use or display any Coupon Buzz IP in a manner that could reasonably suggest an endorsement, relationship, affiliation with, or sponsorship between the Merchant or any third party and Coupon Buzz. All rights to the Coupon Buzz IP not expressly granted in this Agreement are retained by Coupon Buzz.

e) If the Merchant provides Coupon Buzz or its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or any other information or content regarding a Coupon Buzz product or service, or otherwise in connection with this Agreement, any Coupon Buzz IP, or the Merchant’s participation in the Merchant Offering or Voucher (collectively referred to as "Feedback”), the Merchant irrevocably assigns all rights, titles, and interests in and to the Feedback to Coupon Buzz. If, for any reason, this assignment is deemed invalid, the Merchant irrevocably grants Coupon Buzz and its affiliates a perpetual, fully paid, royalty-free, nonexclusive, worldwide, irrevocable, and freely transferable right and license to (i) use, reproduce, perform, display, and distribute the Feedback; (ii) adapt, modify, reformat, and create derivative works from the Feedback for any purpose, with the ability to sublicense these rights to others. The Merchant warrants that: (A) the Feedback is the Merchant’s original work or was obtained lawfully; and (B) the exercise of rights by Coupon Buzz and its sublicensees under this license will not infringe upon any person’s or entity’s rights, including copyright rights. The Merchant agrees to assist Coupon Buzz as needed to document, perfect, or maintain Coupon Buzz’s rights in the Feedback.

9. Representations and Warranties

The Merchant affirms and guarantees the following: (a) the Merchant possesses the necessary authority and capability to enter into this Agreement; (b) if mandated by applicable legislation, the Merchant is duly registered for sales and use tax purposes in all regions where the Merchant's goods and services are to be offered; (c) upon delivery by Coupon Buzz, the Voucher will be immediately redeemable, and the Merchant will ensure an adequate supply of goods and/or services is available for redemption until the Promotional Value Expiration Date (i.e., sufficient goods and/or services to meet the redemption obligations associated with the specified Maximum Number of Vouchers); (d) the Voucher's terms and conditions, including any discounts or offerings provided therein, do not and will not contravene any local, state, provincial, territorial, or federal laws, statutes, rules, regulations, or orders, including but not limited to laws or regulations concerning the use, sale, and distribution of alcohol, as well as those governing vouchers, gift cards, coupons, and gift certificates; (e) the Merchant's redemption of the Voucher will result in the genuine provision of goods and/or services by the Merchant to the purchaser; (f) the Merchant holds all rights and interests in the Merchant IP and has the appropriate licensing rights (including the right to sublicense to Coupon Buzz) for the Third Party IP, allowing for the granting of the License detailed in this Agreement; (g) neither the Merchant IP nor the Third Party IP, nor the Merchant Offering, nor Coupon Buzz's use and promotion thereof, will infringe, dilute, misappropriate, or otherwise violate any patent, copyright, logo, trademark, service mark, trade name, design rights, or other intellectual property rights or any rights of privacy or publicity of any third party, nor will it arise from the misappropriation of any trade secret or breach of confidentiality obligations owed to any individual or entity; (h) the Merchant IP and Third Party IP do not contain any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane, or otherwise objectionable, nor do they encourage behavior that constitutes a criminal offense, gives rise to civil liability, or otherwise violates any law; (i) the Vouchers and any related advertising or promotional materials for the Merchant's goods and services will not constitute false, deceptive, or unfair advertising or disparagement under any applicable laws; (j) the Merchant and its employees, contractors, and agents have received appropriate education and training and possess all necessary and current regulatory authorizations, licenses, and certifications required to provide the goods or services described in this Agreement; (k) the Merchant’s business information and direct deposit details provided in this Agreement are accurate, and the Merchant is the authorized entity to receive payments forwarded by Coupon Buzz; (l) the Merchant is prohibited from reselling, brokering, or otherwise disclosing any Customer Data (as defined in this Agreement) to any third party, in whole or in part, for any purpose, and is not permitted to copy or reproduce any Customer Data except for purposes related to redeeming or verifying the validity of Vouchers as outlined in this Agreement; (m) the Merchant Offering is: (i) free from defects in workmanship, materials, and design; (ii) merchantable and suitable for the stated purposes in this Agreement; and (iii) comprised of genuine, bona fide products as described herein, and does not infringe on any third-party rights; (n) the Merchant shall comply with Coupon Buzz's Vendor Code of Conduct, which may be updated periodically (currently available at [Coupon Buzz Vendor Code of Conduct https://www.CouponBuzz.ca/vendor-code-of-conduct ]); and (o) the Merchant shall adhere to Coupon Buzz’s Customer Transparency Policy, which may also be updated from time to time (currently available at [Coupon Buzz Customer Terms and Conditions] https://www.couponbuzz.ca/terms-conditions .

10. Indemnification

a) To the maximum extent allowed by applicable law, the Merchant consents to defend, indemnify, and hold harmless Coupon Buzz, its affiliates, and associated entities, as well as their respective officers, directors, agents, and employees (collectively termed "Indemnified Parties"), from and against any and all claims, lawsuits, investigations, penalties, damages, losses, or expenses (which include, but are not limited to, reasonable attorney’s fees and costs) that arise from or relate to the following:

b) Breach of Agreement: Any breach or alleged breach by the Merchant of this Agreement or any representations and warranties contained herein.

c) Tax Obligations: Any claims regarding state sales, use, or similar tax obligations of the Merchant resulting from the sale and redemption of a Voucher.

d) Government Claims: Any claims made by local, state, provincial, territorial, or federal governmental entities regarding unredeemed Vouchers or unclaimed cash values of Vouchers, or any other amounts under relevant abandoned or unclaimed property laws, including claims for penalties and interest.

e) Legal Violations: Any claims that arise from a breach of any applicable law or regulation by the Merchant or relating to the Merchant’s goods and/or services.

f) Alcohol, Drugs, and Cannabis Regulations: Any claims arising from the Merchant’s non-compliance with laws or regulations governing the use, sale, and distribution of alcohol.

g) Goods and Services Claims: Any claims from a purchaser or any other party related to the goods and services provided by the Merchant, including claims concerning the pickup of goods and services at the Redemption Site, as well as claims for false advertising, product defects, personal injury, death, or property damage.

h) Claims for Amount Paid: Any claims made by a purchaser concerning the Amount Paid.

i) Customer Data Misuse: Any claims resulting from the Merchant’s misuse of Customer Data or any breach of applicable data privacy or security laws.

j) Negligence or Misconduct: Any claims that arise from the Merchant’s negligence, fraudulent acts, or willful misconduct.

k) Coupon Buzz retains the right to manage its own defense and to select and appoint its own legal counsel, regardless of any potential conflict of interest between Coupon Buzz and the Merchant. The Merchant’s obligation to defend and indemnify Coupon Buzz includes the responsibility to cover Coupon Buzz’s reasonable attorney’s fees and costs, including any fees for experts incurred.

11. Confidentiality

The terms related to the Merchant Offering outlined in this Agreement are to be treated as confidential. The Merchant commits to refraining from disclosing the terms detailed in this Agreement to any third parties, except for its employees, parent companies, shareholders, legal counsel, and accountants, strictly on a need-to-know basis. Disclosure is also permitted when required by applicable public records and laws, provided that the Merchant has implemented necessary precautions, consistent with the treatment of confidential information, to safeguard the confidentiality of the information shared with such parties. Should a breach occur, Coupon Buzz reserves the right to seek injunctive relief, specific performance, and any other remedies available under applicable law, including, if deemed appropriate, monetary damages.

12. Limitation of Liability

Except for the Merchant’s indemnification obligations hereunder, in no event shall either party be 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.

Coupon Buzz’s sole and complete liability to the 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 Coupon Buzz hereunder for the preceding three (3) months after the final calculation and reconciliation of all refunds. This limitation of liability applies to the maximum extent permitted by applicable law, notwithstanding the failure of any limited remedy.

In addition, Coupon Buzz shall not be held liable for the quality of services or products provided by the Merchant. Coupon Buzz operates solely as a platform for the sale of products and services offered by the Merchant, with all transactions conducted exclusively through this platform. Therefore, any activities related to the sale or collaboration concerning these items that occur outside of the platform and without the express mediation of Coupon Buzz shall be deemed unauthorized. In the event of a violation of this provision, Coupon Buzz reserves the right to remove the offending Merchant from the platform and unilaterally terminate the contractual agreement with that Merchant.

Any claim by or on behalf of a Merchant in connection with any payment made by Coupon Buzz, including, but not limited to, claims alleging that a Merchant was underpaid, must be made in writing to Coupon Buzz within thirty (30) days from the date Coupon Buzz remits the payment at issue. All claims not made in accordance with the foregoing shall be deemed waived, released, and discharged by the Merchant.

13. Dispute Resolution

All disputes arising from or related to this Agreement shall be governed by this Section 13 on Dispute Resolution.

a) Binding Arbitration

EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ANY DISPUTE OR CLAIM BETWEEN THE MERCHANT AND COUPON BUZZ ARISING FROM OR RELATING TO THIS AGREEMENT ("DISPUTES”) SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL, BINDING ARBITRATION. BY AGREEING TO ARBITRATE IN THIS SECTION 13, BOTH THE MERCHANT AND COUPON BUZZ ARE WAIVING THEIR RIGHTS TO LITIGATE DISPUTES IN COURT BEFORE A JUDGE OR JURY (EXCEPT AS OTHERWISE STATED IN THIS SECTION 13). This section constitutes a written agreement between the Merchant and Coupon Buzz to arbitrate disputes under the applicable Arbitration Act in Canada. The arbitration will be administered by the ADR Institute of Canada ("ADRIC”) and conducted before a single arbitrator in accordance with its relevant rules, including those for Commercial Disputes, which can be found at ADRIC's website or by calling 1-877-475-4353. The arbitrator will adhere to this Agreement, apply relevant laws and facts, and issue a reasoned award.

To initiate an arbitration proceeding, either the Merchant or Coupon Buzz must adhere to the limitations set forth in Section 12 and submit the Dispute by making a demand for arbitration as outlined on the ADRIC website. If the Merchant demands arbitration, they must simultaneously send a copy of the completed demand to Coupon Buzz’s registered agent for service, or as otherwise specified in writing. Conversely, if Coupon Buzz demands arbitration, it must simultaneously send a copy of the completed demand to the Merchant’s address on record. All filing, administrative, and arbitrator fees will be governed by ADRIC’s rules. Coupon Buzz will reimburse these fees for disputes amounting to less than CAD 1,000 if the Merchant prevails in the arbitration. Coupon Buzz will not seek attorney's fees and costs in arbitration unless the arbitrator deems the Merchant’s claim to be frivolous. The arbitration will primarily be based on written submissions unless the Merchant requests or the arbitrator determines that a telephone or in-person hearing is necessary. If an in-person hearing is granted or deemed necessary, it will take place in the city where Coupon Buzz’s Canadian headquarters is located unless agreed otherwise.

b) Class Action Waiver

BOTH PARTIES AGREE TO BRING ANY DISPUTE AGAINST EACH OTHER IN THEIR INDIVIDUAL CAPACITIES, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, REPRESENTATIVE PROCEEDING, OR AS AN ASSOCIATION. FURTHERMORE, DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR LACKS THE AUTHORITY TO MODIFY THESE PROVISIONS.

c) Choice of Law/No Jury Trial

If, for any reason, a Dispute is taken to court: (i) the Merchant and Coupon Buzz agree that such Dispute may only be filed in a provincial or federal court in Vancouver, British Columbia; (ii) both parties irrevocably consent to the exclusive personal jurisdiction and venue of these courts for resolving such disputes; (iii) they agree that the applicable Arbitration Act, ADRIC rules, relevant federal law, and the laws of the Province of British Columbia, without considering conflicts of law principles, will govern this Agreement and any Disputes; and (iv) BOTH THE MERCHANT AND COUPON BUZZ AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.

d) Injunctive Relief/Attorney’s Fees

Notwithstanding any contrary provisions in this Agreement, either party may seek a court order for an injunction or other equitable relief regarding claims that the other party’s actions may lead to irreparable harm and/or in connection with individual claims for which applicable law prohibits pre-dispute arbitration agreements, if such law is not preempted by the relevant Arbitration Act.

If Coupon Buzz prevails in any Dispute, and subject to any exceptions noted in this Section 13, the Merchant shall reimburse Coupon Buzz for all reasonable attorney’s fees and costs incurred in connection with the Dispute.

14. Other

a) Independent Contractors: The parties recognize that they are independent contractors. This Agreement does not create any joint venture, partnership, franchise, or agency relationship between them. Neither party has the authority to bind or commit the other without obtaining prior written consent from the other party.

b) Entire Agreement: This Agreement represents the complete understanding between the parties regarding its subject matter and supersedes all previous or concurrent oral or written agreements related to that subject.

c) Assignment: The Merchant is not permitted to transfer or assign its rights or obligations under this Agreement, whether by law or otherwise, without obtaining prior written consent from Coupon Buzz. Any waiver must be documented in writing and signed by an authorized representative of Coupon Buzz. Coupon Buzz has the right to transfer or assign this Agreement to an existing or future affiliate, or in the event of a merger, consolidation, reorganization, sale of all or a substantial portion of its assets, or by operation of law, without informing the Merchant.

d) Severability: If any provision of this Agreement is found to be invalid or unenforceable, such a finding will not impact the validity or enforceability of the remaining provisions.

e) No Warranties: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY PROVIDES ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Coupon Buzz DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES AVAILABLE ON OR THROUGH THE WEBSITE WILL BE FREE FROM INTERRUPTION OR ERRORS, THAT THE VOUCHERS WILL BE ERROR-FREE, OR THAT ANY MERCHANT OFFERING WILL GENERATE REVENUE OR PROFITS FOR THE MERCHANT.

f) Account Security: Users are responsible for protecting their password and overseeing the use of Coupon Buzz’s self-service platform and tools, including, but not limited to, the Merchant Center, as well as all information related to purchases of the Merchant Offering (collectively referred to as your "Account"). Users hold full responsibility for maintaining the security of their Account and ensuring that settings reflect their preferences. Coupon Buzz will assume that any activity occurring under the Account is authorized by the User. Users agree to be solely responsible and liable for any actions taken under their Account.