Terms of Service

MERCHANT TERMS AND CONDITIONS

This Merchant Terms and Conditions (“Terms”) are incorporated by reference into Responsible Rewards – Last Call LC3 by User Agreement and is subject to such User Agreement and the Responsible Rewards – Last Call  Privacy Policy (collectively the “Agreement”) which can be found at http://lastcall.org/ Your use of any of Responsible Rewards – Last Call  (hereafter “Responsible Rewards – Last Call”) services is subject to the Agreement in its entirety.

  • Data Feed.

Content Provision. Merchant will provide Responsible Rewards – Last Call with data, graphics, text and other information or material in electronic form, including any third party information included therein (the “Content“). The Content will be delivered to Responsible Rewards – Last Call electronically via technical specifications mutually agreed upon by the parties (the “Data Feed“).

License. Merchant grants Responsible Rewards – Last Call a nonexclusive, royalty free, worldwide license (a) to use, modify, reproduce, distribute, transmit, and publicly display the Content on Responsible Rewards – Last Call” website(s) (b) to permit users to view the Content in connection with their use of Responsible Rewards – Last Call and (c) to use Merchant’s trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers (“Marks“) in connection with Responsible Rewards – Last Call” authorized distribution of the Content.

Content Modifications. Responsible Rewards – Last Call will modify Content solely to fit the format and look and feel of Responsible Rewards – Last Call” web sites, provided that the text of the Content is not modified or edited. Responsible Rewards – Last Call may make available portions, rather than the whole, of the Content.

Caching. Merchant agrees that Responsible Rewards – Last Call and its network service providers may cache the Content on Responsible Rewards – Last Call” servers and consents to such caching.

Sublicensing. Responsible Rewards – Last Call will have the right to sublicense the rights set forth in this Section, in connection with any derivative site or distribution arrangement, provided that any sub-licensees will be subject to the same restrictions that apply to Responsible Rewards – Last Call with respect to the use of the Content.

Content Exclusion; No Liability. Notwithstanding anything to the contrary in these Terms, Responsible Rewards – Last Call is not required to make any Content available through Responsible Rewards – Last Call, nor will Responsible Rewards – Last Call have any liability to Merchant for using, modifying, or distributing out of date or incorrect Content.

  • Removal of Licensed Content. If Responsible Rewards – Last Call is notified by Merchant or otherwise becomes aware that any portion of the Content: (i) violates the intellectual property right of any third party, (ii) violates any applicable law or is subject to an injunction, (iii) is libelous, defamatory or obscene; (iv) is being distributed by Merchant improperly, or (v) may create liability for Responsible Rewards – Last Call or is otherwise inappropriate, all as determined solely by Responsible Rewards – Last Call in its discretion, Responsible Rewards – Last Call may remove that portion of the Content from Responsible Rewards – Last Call, or take any other actions with respect to the Content that Responsible Rewards – Last Call believes are prudent or necessary. Any actions in accordance with this Section do not require notice and will not create any liability between Merchant and Responsible Rewards – Last Call. Merchant agrees to defend, indemnify and hold harmless Responsible Rewards – Last Call, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, related directly or indirectly to Merchant’s Content on Responsible Rewards – Last Call websites.
  • Intellectual Property.

Merchant IP. Subject to the rights granted to Responsible Rewards – Last Call herein, Merchant will own and retain as between the parties all right, title and interest in and to the Content and all patents, trade secrets, copyrights, trademarks, and all other intellectual property rights arising under the laws of any jurisdiction (“IP Rights“) embodied or incorporated therein, subject to the licenses granted to Responsible Rewards – Last Call under these Terms. Merchant agrees to execute and deliver such other and further documents and instruments as shall be reasonably be required to allow Responsible Rewards – Last Call to exercise all such licenses granted to it hereunder.

Responsible Rewards – Last Call IP. Responsible Rewards – Last Call will own and retain as between the parties all right, title and interest to Responsible Rewards – Last Call, Responsible Rewards – Last Call” web sites, Responsible Rewards – Last Call services, Responsible Rewards – Last Call Marks, the look and feel of Responsible Rewards – Last Call websites and services, and Responsible Rewards – Last Call websites services, any related functionality and user interfaces, and all IP Rights embodied or incorporated therein.

  • Merchant Warranties. Merchant warrants to Responsible Rewards – Last Call: (a) that the Content does not violate the rights of any third parties, including without limitation infringement or misappropriation of any applicable copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, invasion of rights of privacy, publicity or personality; (b) that the Content will not contain any material that is fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, or racially or ethnically objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, result in civil liability, or otherwise violate any applicable local, state, national or international law; (c) that Merchant is the owner or is licensed to use and provide the Content to Responsible Rewards – Last Call for use with Responsible Rewards – Last Call; (d) that Merchant has the power and authority to enter into and perform its obligations hereunder; and (e) that Merchant will honor any coupon printed by a Responsible Rewards – Last Call end user from Responsible Rewards – Last Call websites.
  • Responsible Rewards – Last Call Fees. The yearly fee for a small business Merchant use of any of Responsible Rewards – Last Call” services is One Hundred Fifty and No/100 Dollars ($149.00) (the “Fee”). The Fee must be paid in full by credit card or other acceptable payment arrangements prior to any usage of such services by Merchant. Unless Responsible Rewards – Last Call receives written notification from Merchant or Merchant cancels its account pursuant to the instructions on the Responsible Rewards – Last Call website(s) prior to being billed for that monthly period, Merchant’s account will be renewed monthly and the Fee will be automatically billed to the credit card on file for Merchant on the same date in each successive month as the date of the initial account billing. In the event that the credit card on file is no longer valid, Merchant’s account and any materials posted will be removed from our site(s) until updated payment information is provided. Merchant may cancel its account as noted above, but all Fees charged are nonrefundable.
  • Disputes. Because Responsible Rewards – Last Call is not involved in the actual transaction between its end users and Merchants and is not the agent of either for any purpose, Responsible Rewards – Last Call will not be involved in resolving any disputes such parties related to or arising out of any transaction. Responsible Rewards – Last Call urges its end users and Merchants to cooperate with each other to resolve such disputes. BECAUSE Responsible Rewards – Last Call IS NOT INVOLVED IN TRANSACTIONS BETWEEN END USERS AND MERCHANTS OR OTHER DEALINGS BETWEEN SUCH PARTIES, IF A DISPUTE ARISES BETWEEN END USERS AND MERCHANTS, MERCHANT RELEASES Responsible Rewards – Last Call (AND ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS, REPRESENTATIVES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. MERCHANT AGREES TO DEFEND , INDEMNIFY AND HOLD HARMLESS Responsible Rewards – Last Call, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS AND EXPENSES,INCLUDING ATTORNEYS’ FEES, RELATED DIRECTLY OR INDIRECTLY TO SUCH END USER CLAIMS AND/OR DISPUTES.
  • Indemnification. Merchant agrees to defend, indemnify and hold harmless Responsible Rewards – Last Call, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising directly or indirectly out of the use of this Site or a violation of these Terms by Merchant.
  • Miscellaneous. These Terms, relevant portions of Responsible Rewards – Last Call” the Privacy Policy and User Agreement, as appropriate, and any operating rules for Responsible Rewards – Last Call established by Responsible Rewards – Last Call constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.

Responsible Rewards – Last Call” headquarters are in Traverse City, Michigan. Legal issues arising out of, but not exclusive to the use of, this Site or the Microsites (unless otherwise specifically stated) are governed by and in accordance with the laws of the State of Michigan (exclusive of its rules regarding conflicts of laws). By using this Site, Merchant agrees that any dispute or claim arising out of or about this Agreement or the performance, breach or termination thereof, or the Site or any Microsite, shall be finally settled by arbitration in Traverse City, Michigan by a single arbitrator under the commercial arbitration rules the American Arbitration Association. Any award rendered pursuant to such arbitration shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The prevailing party shall be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration proceeding and the enforcement of any award.

Modification of Terms; Termination. Responsible Rewards – Last Call reserves the right in its sole and unfettered discretion to make any changes to these Terms, our Terms of Use and/or our Privacy Policy (both of which are incorporated herein by reference) as we deem necessary or desirable without prior notification to Merchant. Responsible Rewards – Last Call may terminate this Agreement at any time

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