Merchant Service Agreement




Seasondeals, licensed by UTAP, located at P.O. Box 717 , 9400 AS Assen, The Netherlands.  Standard Terms and Conditions (US).  This Seasondeals Merchant Service Agreement Standard Terms & Conditions together with a Merchant Service Agreement Order Form, are collectively referred to herein as the "Agreement."

1. Nature of Services

This Agreement relates to the placement of marketing and promotion services by Merchant with Seasondeals. Seasondeals will promote a rich media Last Minute Deals page + coupons/vouchers/scratch and save contests for the Merchant product or service with the particular deal/promotion characteristics identified in the Order Form, in accordance with this Agreement. The Merchant is the "issuer" of the deals/voucher/coupons for its Promotion, and Seasondeals acts as the creator/publisher agent for the Deal.

2. Seasondeals Responsibilities

a. Deal Creatives. Seasondeals may use Merchant Content to prepare one or more promotional creatives for the particular Deal ("Deal Creatives"), in its discretion, which may include a Deal page hosted on the Seasondeals + utap.at domain or other websites offered with our distribution partners, or other similar creatives for online/offline promotion of the Deal. Deal Creatives will be subject to Merchant's prior approval (which may be made by email), not to be unreasonably withheld or delayed. Once a Deal Creative has been approved, Seasondeals is deemed to have approval to use and promote other Deal Creatives that are substantially similar to the approved Deal Creative.

b. Promotion. Seasondeals will host, maintain and offer the Merchant product or service identified in the Order Form (the "Merchant Product") through Seasondeals's online platform on the terms and conditions described in the Order Form and the Deal Creatives approved by Merchant (the "Publication"). The scheduled time period that each Publication is marketed and offered (the "Offer Period") will be designated solely by the Merchant. Without limiting the foregoing, an Offer Period is typically for Promotions made available on the 1st through 31st. Offer Periods are subject to scheduling change or cancellation in the sole discretion of Merchant. Merchant will endeavour to notify Seasondeals in advance of the Offer Period, however, Seasondeals provides no guarantee that it will provide advance notice of Offer Periods or changes to a planned Offer Period.

c. LastMinuteDeEals/Vouchers/Coupons/Scratch & Save Contests. Seasondeals will issue each user of the Merchant Product a numbered mobile coupon/voucher/scratcher and save contest for each use ("Deal/Voucher/Coupon/Scratcher").

3. Merchant Responsibilities

a. Issuer. Merchant agrees and acknowledges that Seasondeals hosts and maintaines the Deal, but that Merchant remains the issuer of the Vouchers / Coupons / Scratchers / Deals. Accordingly Merchant agrees that it, and not Seasondeals, is solely responsible to fulfil the Promotion and provide the Merchant Product to the individual, redeeming each Voucher / Coupon in accordance with this Agreement.

b. Fulfilment. Merchant agrees to honour and fulfil all Vouchers for the Deal in accordance with the terms of the Promotion, the standard Seasondeals Terms and Conditions [ https://utap.at/season.deals/terms ], this Agreement, and any applicable laws. Merchant agrees to accept Vouchers/Coupons/Scratchers/Discount in any form presented for redemption that has been approved by Seasondeals, including, without limitation, a physical printout of the Voucher/Coupon or by displaying the Voucher on a mobile device such as an iPhone/Android at the point of service. Merchant shall not treat Voucher/Coupon holders differently from other customers in the scheduling (e.g., use of blackout dates and times) or delivery of services, except as expressly set forth in the Promotion. For Promotions that require advance scheduling, Merchant shall use its best efforts to accommodate the scheduling request of the Voucher/Coupon holder. Except as expressly set forth in the Promotion/Deal, Merchant shall permit Voucher holders to redeem Vouchers up until the Expiration Date for Vouchers/Coupons that require advance scheduling if the Voucher holder contacts Merchant prior to the Expiration Date for the purpose of scheduling service.

c. Merchant Content. Merchant may be asked to provide a logo, photograph, or other marketing materials ("Merchant Content") to be used in developing the Deal Creatives. Merchant hereby grants Seasondeals a nonexclusive worldwide license to reproduce, use, display, perform, distribute, and create derivative works based upon the Merchant Content for the purpose of developing, distributing, and otherwise promoting the Deal Creatives as Seasondeals deems appropriate. After the term of this Agreement, Seasondeals may continue to use and distribute the Deal Creatives as exemplars and for general promotional purposes.

4. Fees and Payment

a. Merchant Fee. In consideration for fulfilling its obligations under this Agreement, Merchant agrees to make payment to Seasondeals for the creation, hosting and publishing of the deal(s) specified and set forth in the Order Form. Subject to Merchant's obligations under this Agreement, Seasondeals or it's agent shall provide Merchant an invoice for the creation, maintenance and hosting of the deal(s) / promotions created, to be paid by Merchant in full prior to publishing start date.

b. Merchant Payment. Subject to Merchant's obligations under this Agreement, Seasondeals shall send Merchant a quarterly/sixmonth/annual invoice for the creation, maintenance and hosting of the deal(s) / promotions created.

c. Taxes. Merchant will be solely responsible for collecting and remitting any value added, use or sales taxes owed to federal, state, or local taxing authorities in connection with the sale or redemption of Vouchers.

5. Representations and Warranties

a. General. Each Party hereby represents and warrants that (a) it has the authority to enter into this Agreement and to fully perform its obligations hereunder, (b) this Agreement does not and will not conflict with any of the Party's other obligations to any third parties, and (c) it complies and will comply with all applicable laws and regulations.

b. Service Warranties. Merchant additionally represents and warrants that: (a) it will provide the Merchant Product in a safe and professional manner; (b) the Merchant Content does not infringe or misappropriate any third party copyright, trademark, right of publicity, moral right, trade secret, or other proprietary right, and (c) it will comply with applicable federal and state laws related to redemption of the Vouchers/Coupons, including those related to deceptive trade practices, unclaimed property liability associated with Vouchers that have not been redeemed, alcohol related service and discounting, and expiration of gift cards. Merchant acknowledges that the Promotion terms will state in the Deal Creatives and printed on the Voucher that all or a portion of the Voucher expires after a stated Expiration Date, and if required by law, that the Deal Price does not expire, if at all, until a later date. Merchant is responsible to ensure that it enforces expiration of the Vouchers only in accordance with applicable federal and state laws. 

6. Indemnification

a. Indemnity. Merchant shall indemnify, defend, and hold harmless Seasondeals, its directors, officers, employees, and agents from and against any and all claims, demands, causes of action, or liabilities, and expenses, including reasonable attorney's fees, to the extent arising out of the Promotion, the Voucher/Coupon, the Merchant Product and the fulfilment thereof, and/or any breach or alleged breach of any Merchant obligation, representation, or warranty under this Agreement.

b. Process. Seasondeals must notify Merchant promptly in writing of any claim for indemnification hereunder, and provide, at Merchant's expense (to the extent of out-of pocket expenses only), all reasonably necessary assistance, information and authority to allow Merchant to control the defense and settlement of such claim, provided that the failure of Seasondeals to promptly inform Merchant of any claim shall not excuse Merchant of its obligations under this Section except to the extent such failure materially prejudices Merchant. Notwithstanding the foregoing, Merchant shall not enter into any settlement of the defense of such action, other than with respect to the payment of monies, without Seasondeals's prior written consent, which consent shall not be unreasonably withheld or delayed. Seasondeals may participate at its expense in the defense and/or settlement of any such action with counsel of its choosing and at its sole expense.

7. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THIS AGREEMENT, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, "DISCLAIMED DAMAGES"). SEASONDEALS'S CUMULATIVE LIABILITY RELATED TO ALLEGED DIRECT DAMAGES WILL BE LIMITED TO THE MERCHANT PAYMENT RECEIVED BY SEASONDEALS RELATED TO THE DEAL SET FORTH IN THE ORDER FORM. THESE LIMITATIONS SHALL NOT APPLY TO ANY INDEMNIFICATION OBLIGATION.

8. Term

a. Term. This Agreement shall commence on the Effective Date and end on the date specified in the order form, with an automatic extension of the contract period, unless at least one month before the new period arrives, a cancellation e-mail has been received, and this notice is confirmed by email to you, by Season Deals.

b. Termination. Either party may terminate this Agreement upon breach by the other party. Seasondeals may cancel this Agreement, in its discretion, upon notice to Merchant at any time prior to the Offer Period.

c. Survival. Sections 4, 5, 6, 7, 8(c), and 10 shall survive expiration or termination of this Agreement. In addition, following termination or expiration, Merchant shall continue to honour all Vouchers/Coupons, according to their terms.

9. Miscellaneous

a. Confidentiality. The terms of this Agreement are to be treated by Merchant as confidential. The Deal, Deal Price, the Promotion and Offer Period are also to be treated as confidential until the Deal has been publicly promoted by Seasondeals. Merchant agrees not to disclose any such confidential information to any third party, other than its legal, tax, and accounting advisors who are bound by a duty of confidentiality or as required by applicable law.

b. Entire Agreement. This Agreement is the entire agreement of the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements and/or understandings, whether written or oral. This Agreement shall not be modified except by a written agreement dated subsequent hereto signed on behalf of each Party by their duly authorized representatives.

c. Notices. All notices and requests in connection with this Agreement will be deemed given as of the day they are received either by facsimile, messenger, delivery service, or in the Mail, postage prepaid, certified or registered, return receipt requested, and addressed to a Party at the address specified in the Order Form or such other address as a Party may designate pursuant to this notice provision.

d. Waiver. No waiver of any term or condition hereof shall be effective unless in writing and signed by the authorized representative of the Party against whom such waiver is asserted. Any waiver shall be specifically limited to its terms, and shall not be deemed applicable to subsequent like circumstances.

e. Governing Law. This Agreement shall be governed by the laws of the Netherlands, without reference to principles of conflicts of law, and the Parties further consent to the exclusive jurisdiction of the local and federal courts located in Assen, The Netherlands to resolve any dispute that may arise between the Parties relating to this Agreement.

f. Counterparts. This Agreement may be executed in one or more counterparts, which may be exchanged by facsimile or other electronic means, each of which shall be deemed an original and which together shall constitute one and the same agreement.

g. Authorization & E-Signing I represent that I am a duly authorized representative of Merchant and that my act of (e-) signing this document shall be a binding commitment of Merchant under the terms of this Seasondeals Merchant Service Agreement Order Form and Standard Terms & Conditions.