Promotional Voucher Terms and Conditions

PROMOTIONAL PARTNER VOUCHER TERMS AND CONDITIONS

Updated 10/01/2024

These Promotional Partner Voucher Terms and Conditions (the “Terms and Conditions”) govern the duties and obligations between Leafwell and Partner regarding bulk promotional voucher purchases (the “Vouchers”). These Vouchers shall: (i) be issued on a prepaid basis primarily for personal, family, or household purposes to a consumer in connection with Leafwell’s Promotional Voucher Program; (ii) be redeemable at one or more Partner locations; and (iii) be issued without any fees. Leafwell reserves the right to amend the Terms and Conditions in its sole discretion and at any time, effective when posted at the same location that these Terms and Conditions are posted. Partners should regularly visit https://leafwell.com/terms-of-use and review these Terms and Conditions to ensure their activities conform to the most recent version.

Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings set forth below.
1. “Affiliate” means an entity controlling, controlled by or under common control with another entity.
2. “Business Associate” means an entity (including any Affiliate) with which Leafwell, has a contractual relationship pursuant to which Leafwell operates, hosts its web site, and offers the services and/or experiences.
3. “Member” means a registered member of the Service Site who obtains a Voucher through from a Partner to use at the Service Site.
4. “Member Information” means all user and Member information (including, but not limited to, name, e-mail address, and Vouchers purchased) obtained in connection with sales of Vouchers to Members through the Service Site.
5. “Service Site(s)” means any Internet web site, mobile website, or mobile application owned, operated or controlled by Leafwell, its Affiliates or a Business Associate.
Obligations of the Parties.
1. Voucher. Leafwell shall be responsible for confirming that (i) all Terms and Conditions applicable to these Vouchers, as set forth on Exhibit A, be included on the Vouchers are complete, correct and in compliance with all laws that govern vouchers, gift cards, coupons, and gift certificates, including but not limited to the United States Credit CARD Act of 2009 (if applicable) and any laws governing the imposition of expiration dates, service charges or dormancy fees; and (ii) that the issuance of the Vouchers and all terms and conditions applicable to the issuance and use of the Vouchers and the goods, services, and/or experiences offered or provided in connection with the Vouchers are in compliance with all applicable laws.
2. Leafwell Content. Unless otherwise agreed to by the parties, Leafwell shall produce and provide to Partner at Leafwell’s sole expense technical specifications, textual descriptions for and other information about the products, experiences and/or services contained therein to be offered in connection with the Vouchers (“Leafwell Content”). Leafwell shall have the right to modify the Leafwell Content to satisfy Leafwell’s reasonable marketing requirements.
3. Vouchers.
  1. Leafwell hereby authorizes Partner to offer and distribute Vouchers (on behalf of Leafwell) in accordance with these Terms and Conditions, and Partner agrees to use commercially reasonable efforts to deliver Vouchers electronically to Members, provided that Leafwell makes such Vouchers eligible for redemption on the Service Site. Leafwell reserves the right to reject, revise, or discontinue publishing any Voucher.
  2. Without limiting any other obligations set forth herein, Partner agrees:
    1. Partner is not the seller of the goods, services, and/or experiences described in the Voucher.
    2. Vouchers shall not have dormancy, inactivity, service, or any other fees, and Partner shall not impose any such fees or any other fees or charges unless expressly stated on the Voucher.
    3. Partner shall comply with all applicable laws regarding the redemption of Vouchers and/or partially redeemed Vouchers for credit or cash.
  3. Member Service. Leafwell and Partner shall cooperate with each other in a reasonable manner to appropriately resolve any consumer complaints that may arise from the Vouchers. Each party shall, when necessary or appropriate, or when reasonably requested by other parties, undertake a factual investigation of consumer complaints arising out of the Vouchers and/or the goods, services, and/or experiences offered or provided in connection with the Vouchers. Any consumer complaints that principally concern the delivery of the Voucher shall be immediately forwarded to Leafwell; all other consumer complaints shall be immediately forwarded to Leafwell.
  4. Control of Service Site. Notwithstanding any other provision of these Terms and Conditions, Leafwell shall have the right to determine the content, appearance, functionality and all other aspects of the Service Site in its sole discretion. Without limiting the generality of the foregoing, notwithstanding any other provision of these Terms and Conditions, Leafwell shall have the right to re-design, modify and alter the organization, structure, “look and feel”, navigation, appearance, functionality and other elements of all or a part of the Service Site and any aspect, portion or feature thereof.
Payment. Pursuant to these Terms and Conditions, Partner shall pay Leafwell an agreed upon payment amount for all Vouchers intended for distribution to Members, including for Vouchers sold on or before the Termination Date for which full payment was received by Leafwell on or after the Termination Date.
Confidential Information.
1. “Confidential Information” means confidential or proprietary information concerning the business, products or Members of a party. Without limiting the generality of the foregoing, Confidential Information of Leafwell shall include the terms of the promotional offer, the proposed distribution of the Vouchers to Members, redemption of the Vouchers on the Service Site, and all information relating to Members’ acquisition and redemption of Vouchers hereunder, including the Member Information, and all information regarding Voucher sales, use and return, Member satisfaction, and the quantity and nature of Members.
2. Neither Leafwell nor Partner shall use any Confidential Information of the other party that it may acquire except in connection with its performance of activities under these Terms and Conditions. Neither party shall disclose or release any of the disclosing party’s Confidential Information except to its contractors, consultants and agents who are acting on such party’s behalf and are bound by confidentiality restrictions as to such Confidential Information at least as strict as those set forth herein. In addition, each party shall take all necessary precautions to prevent any such disclosure by its respective employees, officers, directors, consultants, contractors or agents.
3. The provisions contained in Section 4(a) will not apply to information (i) that is or becomes generally known to the public by means other than a breach of duty on the part of the receiving party, (ii) is known to the receiving party prior to disclosure by the disclosing party, as established by receiving party’s written records, (Iii) is independently developed by or for the receiving party, as established by the receiving party’s written records or (iv) is generally released by the disclosing party without restriction. Notwithstanding anything contained in these Terms and Conditions to the contrary, these Terms and Conditions shall not prohibit the receiving party from disclosing Confidential Information of the disclosing party to the extent required in order for the receiving party to comply with applicable laws and regulations, provided that the receiving party provides prior written notice of such required disclosure to the disclosing party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.
4. Without limiting the definition of Confidential Information, Partner shall also treat the entire contents of these Terms and Conditions as Confidential Information of Leafwell.
5. The parties acknowledge that any breach or threatened breach of the provisions of this Section 4 would cause irreparable harm, and that a remedy at law would be inadequate, and therefore agree that either party shall be entitled to seek injunctive relief in case of any such breach or threatened breach.
Member Information and Privacy Policy. (a) Leafwell shall exclusively own Member Information; and (b) other than in connection with the transactions contemplated by these Terms and Conditions, Partner shall not, directly or indirectly, use or disclose the Member Information, including, but not limited to: (i) selling or renting any Member Information; and/or (ii) making any use of the Member Information, either individually or in an aggregate form. Member Information is the Confidential Information of Leafwell.
Intellectual Property.
1. Ownership. Nothing in these Terms and Conditions shall be deemed to give either party any ownership interest in any patent, invention, technology, copyright, trademark or other intellectual property right of the other party.
2. License. Leafwell hereby grants Partner a non-exclusive, nationwide right and license (a) to reproduce, display, sublicense, and publish the Leafwell Content (in any media, including but not limited to print, video and other electronic formats) in connection with the offer, promotion and/or distribution of the Vouchers and the operation and promotion of the Service Site, and (b) to display, sublicense and publish Leafwell’s and all Voucher-related trademarks and logos in print, video, electronic and other advertising and promotional collateral and other materials relating to the offer, promotion and/or distribution of the Vouchers.
Term: Termination.
1. Term. The term of these Terms and Conditions shall commence as of the Effective Date and shall continue in force until terminated. Leafwell is authorized to terminate these Terms and Conditions, at any time for any reason, upon written notice to Partner. Partner is authorized to terminate its obligations under these Terms and Conditions upon seven (7) business days prior written notice to Leafwell.
2. Effects of Termination. Upon the effective date of the termination of these Terms and Conditions (the “Termination Date”) all rights and obligations of the parties hereunder shall cease, except as follows:
  1. Upon request, within thirty (30) days of such Termination Date, each party will return to the other party all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information;
  2. In addition, the parties’ obligations under Sections 2, 3, 4, 5 through 9 hereof shall survive any termination of these Terms and Conditions in accordance with their terms.
3. Leafwell shall honor the Vouchers issued to Members through their expiration date. Thereafter, Leafwell reserves the right to honor any redemption of expired Vouchers at its sole discretion.
Representations, Warranties and Indemnity.
1. No Conflicts. Each party represents and warrants to the other that its performance of its obligations under these Terms and Conditions will not conflict with or result in a breach or violation of any of the terms or provisions or constitute a default under any agreement by which it is bound and that it is not a party to any agreement containing a non-competition clause or other restriction with respect to (i) the activities and services which it is required to perform hereunder, or (ii) the use or disclosure of any information directly or indirectly related to the transactions contemplated by these Terms and Conditions.
2. Representations and Warranties. Leafwell represents and warrants to Partner the goods, services and/or experiences offered or provided through the Vouchers comply with applicable laws, ordinances, orders, guidelines, standards, rules and regulations. Partner represents and warrants to Leafell that (a) Partner has all requisite right, power and authority to enter into these Terms and Conditions and perform its duties and obligations with respect to the rights, licenses and authorizations, it is granted hereunder; (b) the Leafwell Content is and will be when published, current, accurate and complete; and (c) the Leafwell Content does not infringe the intellectual property rights of any third person.
3. Leafwell Content. Partner assumes sole responsibility for the accuracy of the Leafwell Content including, without limitation, descriptive claims, warranties and guarantees. Partner agrees that the Leafwell Content shall not contain or link to any material that is obscene, threatening, defamatory, unfair, misleading, deceptive, malicious, or which infringes on or violates any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise exposes itself and/or Leafwell to civil or criminal liability.
4. Indemnity by Partner. Partner will defend, indemnify and hold harmless Leafwell, its Affiliates and Business Associates and their respective affiliates and Members employees, directors, agents and representatives (the “MP Indemnified Persons”) from and against any and all claims, costs, damages, judgments and expenses (including reasonable attorneys’ fees) (“Damages”) arising out of any third party claim, action or proceeding (collectively, “Claim”) to the extent such Claim is based on (a) any actual or alleged breach of the Partner’s representations or warranties set forth in this Section 8 or in these Terms and Conditions or its obligations under these Terms and Conditions, (b) any actual or alleged infringement of any intellectual property rights (including, without limitation, patents, copyrights, trademarks, service marks, trade names, trade dress, proprietary logos or insignia or other source or business identifiers) by any goods, services and/or experiences offered or provided in connection with any Voucher, the Leafwell Content, or any technology or system used by Partner in its performance hereunder, and (c) any other injury, harm or damage caused by any goods, services and/or experiences offered or provided in connection with any Voucher (including the advertisement, offer, sale or return of such goods, services and/or experiences and claims based upon product liability or personal injury), the Leafwell Content or other information, data, materials or other items provided or made available by Partner under these Terms and Conditions.
5. Indemnity by Leafwell. Leafwell will defend, indemnify and hold harmless Partner employees, directors, agents and representatives (the “Partner Indemnified Persons”) from and against any and all Damages arising out of any third-party Claim to the extent such Claim is based on (a) any actual or alleged breach of Leafwell’s representations or warranties set forth in this Section 8.
6. Procedure. In connection with any Claim described in Section 8(d) or 8(e), the relevant Indemnified Person will (a) give the indemnifying party prompt written notice of the Claim (provided that any delay in notification will not relieve the indemnifying party of its obligations hereunder except to the extent that the delay impairs its ability to defend), (b) cooperate with the indemnifying party (at the indemnifying party’s expense) in connection with the defense and settlement of the Claim and (c) permit the indemnifying party to control the defense and settlement of the Claim (except as provided below), provided that the indemnifying party may not settle the Claim without the Indemnified Person’s prior written consent. Further, the Indemnified Person (at its cost) may participate in the defense and settlement of the Claim with counsel of its own choosing.
7. No Warranty as to Service Site. Partner acknowledges that Leafwell makes no warranty whatsoever with respect to the operation, availability, content or quality of the Service Site, the number of Vouchers that may be redeemed thereon, the number of Members and users who may visit it, or any other factor that might affect the offer or sale Vouchers through the Service Site. THE SERVICE SITE IS PROVIDED “AS IS”, AND LEAFWELL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT AND TITLE.
8. Exclusion of Damages. Except for each party’s indemnity obligations and a breach by Partner of the confidentiality obligations or Section 5 hereunder, neither party shall be liable to the other party for any loss of sales, profit, business or data or for any indirect, consequential, exemplary, special, incidental, multiple or punitive damages even if advised of the possibility of such damages.
9. Limitation of Liability. The liability of Partner for any loss or damages suffered by Leafwell in connection with these Terms and Conditions or any failure, act, omission or breach of these Terms and Conditions by Partners shall not exceed the amount paid to the Leafwell for Vouchers sold through the Service Site.
General.
1. Independent Contractors. Each party shall be deemed to be an independent contractor hereunder. These Terms and Conditions create no relationship of joint venture, partnership, or agency between the parties, and the parties hereby acknowledge that no other facts or relations exist that would create any such relationship between them.
2. Assignment. Neither party may transfer, assign or sell these Terms and Conditions or any part the roof, without the prior written permission of the other party, provided that either party may assign these Terms and Conditions and its rights and obligations hereunder in connection with a corporate reorganization, merger, or sale or transfer of all or substantially all its assets. These Terms and Conditions shall be binding upon and shall inure to the benefit of each party and its permitted successors and assigns.
3. Complete Agreement. These Terms and Conditions, including Exhibit A hereto and other documents or materials referenced herein is the exclusive statement of the agreement of the parties with respect to its subject matter as of this date and supersedes all prior written or oral agreements. Other than as set forth above, no amendment, waiver or discharge of any provision of these Terms and Conditions are valid unless made in writing and signed by an authorized officer each of Leafwell and Partner.
4. No Implied Waivers. The failure of either party to enforce at any time any of the provisions of these Terms and Conditions, or the failure to require at any time performance by the other party of any of the provisions of these Terms and Conditions, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter. The express written waiver by either party of any provision, condition or requirement of these Terms and Conditions shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
5. Force Majeure. Neither party shall be liable for any delay or failure in performance under these Terms and Conditions, or for any interruption of services rendered hereunder, which result directly or indirectly from acts of God, civil or military authority, act of public enemies, war, accidents, fires, explosions, earthquakes, floods, the elements or any other similar cause beyond the reasonable control of the non-performing party, provided that, in order to be excused from delay or failure to perform, the non-performing party must act diligently to remedy such delay or failure. In the event such delay continues for five (5) or more consecutive days, the other party shall have the right to terminate these Terms and Conditions upon notice to the non-performing party.
6. Severability. If any provision of these Terms and Conditions should, for any reason, be held invalid or unenforceable in any respect, the remainder of these Terms and Conditions shall be enforced to the full extent permitted by law. A court of competent jurisdiction is hereby empowered to modify the invalid or unenforceable provision to make it valid and enforceable.
7. Headings; Construction. The headings of various paragraphs of these Terms and Conditions are inserted merely for the purposes of convenience and do not expressly or by implication limit, define, or extend the specific terms or text of the paragraph so designated. In resolving any dispute or construing any provision hereunder there shall be no presumptions made or inferences drawn because one of the parties drafted these Terms and Conditions and each party waives any rights under any law that would require the interpretation of any ambiguities in these Terms and Conditions against the party that drafted it.
8. Governing Law. These Terms and Conditions shall be governed in all respects, whether r as to validity, construction, capacity, performance, or otherwise, by the laws of the Delaware, USA, excluding its conflict of law principles. Each party hereby irrevocably consents to personal jurisdiction in the federal and state courts located in the state of Delaware and irrevocably waives, in connection with any such action or proceeding, any objection, including without limitation any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such jurisdiction.
9. Dispute Resolution. All disputes arising out of, or relating in any way to these Terms and Conditions, shall be resolved pursuant to this Section 9(i). EXCEPT AS SPECIFICALLY STATED HEREIN, ANY DISPUTE OR CLAIM BETWEEN PARTNER AND LEAFWELL ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY BY FINAL, BINDING ARBITRATION BY VIRTUE OF THESE TERMS AND CONDITIONS IN THIS SECTION 9(I) TO ARBITRATE, PARTNER AND LEAFWELL ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY. The arbitration hearing shall be conducted through the use of videoconferencing technology unless both parties agree that an in-person hearing is appropriate given the nature of the dispute. The parties agree that the use of videoconferencing technology shall not serve as a basis for any objection or challenge to the award in any action in a state or federal court of competent jurisdiction. The arbitration will be administered pursuant to the Delaware Rapid Arbitration Act (the “DRAA”) and conducted before a single arbitrator pursuant to its applicable rules, available at Delaware Corporate Law – Delaware’s Options for Alternative Dispute Resolution. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.
10. Notices. All notices required or desired to be given hereunder shall be in writing and if not personally delivered, be sent by facsimile (with copy by ordinary mail) or by overnight courier or registered or certified mail to the party’s address first set forth above, or of which a party notifies the other party in writing in accordance with this Section. If sent via facsimile or personally delivered, notices shall be deemed to have been given on the day when personally delivered or sent. If mailed by overnight courier or registered or certified mail, notices shall be deemed to have been given when received.