For purposes of these Merchant Terms, “Merchant” means a merchant that is a customer of the ROXIMITY Inc. services offered on the ROXIMITY Inc. website either directly or indirectly through an Affiliate. By using the services provided through the ROXIMITY Inc. website (“ROXIMITY Service”) to create offers for your customers, Merchant agrees to be bound by the following terms and conditions. An “Affiliate” is a third party customer of ROXIMITY Inc.’s that administers Offers on behalf of Merchants. “Subscriber” means a consumer or entity that uses an Offer. “Subscriber Data” means any information submitted by a Subscriber into the ROXIMITY Inc. Service, including, without limitation, first and last name, phone number and email address.

The ROXIMITY Service is owned and operated by ROXIMITY Inc., (“ROXIMITY”) and provides an interactive online service operated by ROXIMITY consisting of information services, content and transaction capabilities facilitated through ROXIMITY, its affiliates and partners. All content published, displayed, cached or made available on the ROXIMITY Service, including, but not limited to, written content, photographs, graphics, images, illustrations, marks, logos, sound or video clips, and Flash animation (“Content”), are protected by copyrights and may be protected by other intellectual property rights such as trademarks. Merchant may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, publicly display, or in any way exploit any of the Content in whole or in part unless expressly permitted by the content owner. Merchant may only create offers under these terms and conditions. If Merchant does not wish to agree to these terms and conditions, Merchant must not use the ROXIMITY Service.

Merchant Account

Merchant acknowledges that in order to access and use the ROXIMITY Service, Merchant will need to establish (and will establish), a merchant account on the ROXIMITY website (“Merchant Account”). The Merchant Account will facilitate use of various features and functions of the ROXIMITY Service and will allow ROXIMITY to receive information about the Offers you make pertaining to your goods and services. Merchant is solely responsible for maintaining the confidentiality of its Merchant Account password, and for all activities that occur under such account. Merchant shall immediately notify ROXIMITY, as applicable, of any unauthorized use of the Merchant Account or any other breach of security related to the ROXIMITY Service. Merchant shall immediately notify ROXIMITY, as applicable, of any unauthorized use of the Merchant Account or any other breach of security related to the ROXIMITY Service. ROXIMITY is not and will not be liable for any loss or damage arising from Merchant’s failure to manage the Merchant Account, including without limitation to regularly review the accuracy of Offers. ROXIMITY may offer certain optional features or functionalities within a Merchant Account and if Merchant chooses to use such features, then Merchant may be required to agree to separate terms that are specific to those features that will be disclosed and available at the time Merchant elects any such option. ROXIMITY reserves the right to refuse service and/or access to the ROXIMITY Site at any time without notice for any reason.

Responsibility for Fulfillment

Merchant agrees that it (and not Affiliate or ROXIMITY), is solely responsible to fulfill each Offer and provide 
the goods and/or services to the Subscriber accepting the Offer. Merchant agrees to honor and fulfill all accepted Offers in accordance with their terms, the ROXIMITY Inc. Terms of Service, these Merchant Terms, and Applicable Laws. Merchant agrees not to impose any extra or additional fees or charges that contradict the terms set forth on the face of the Offer.

Privacy Obligations

Merchant shall: (a) comply with all applicable laws including those involving data security and data privacy as well as the ROXIMITY privacy policy found in the TOS; and (b) use industry best practices to maintain and handle all data regarding Offer and Consumer Data in accordance with privacy and security measures sufficient to preserve their confidentiality and security.

Modifications to the ROXIMITY Inc. Site, Service and Prices

ROXIMITY reserves the right at any time to time to modify or discontinue, temporarily or permanently, the ROXIMITY Service with or without notice. ROXIMITY shall not be liable to Merchant or to any third party for any modification, suspension or discontinuance of the ROXIMITY Service.

Products and Services Available for Sale

The ROXIMITY Site can be accessed from countries around the world. Merchant understands that some or all products or services provided by Merchant on the ROXIMITY Site may not be available for purchase to persons residing in certain jurisdictions or geographic areas. ROXIMITY does not represent or warrant that any product or service promoted on the ROXIMITY Site will be available for purchase by any particular person.


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