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These Merchant Terms and Conditions (the “Terms and Conditions”) govern and are incorporated into the Community First Network Merchant Agreement between Community First Network and Merchant (collectively, the “Agreement”). Community First Network, subject to the provisions of this paragraph, may amend the Terms and Conditions in its sole discretion and at any time. The most recent version of the Terms and Conditions (as may be amended by Community First Network from time to time) will be available: (i) in Community First Network’s website, and/or (ii) distributed via email to all merchant participants. Merchant agrees that either or both notification methods constitute adequate notice to inform Merchant of any amendments to the Agreement and Merchant further agrees to be bound by any such amendments to the Agreement upon such notification.

1. Discount Program
   • a.  Community First Network is authorized to promote and sell Discounts on Merchant’s behalf subject to the terms of this Agreement of the Website. The Discount will evidence the Merchant Offering and the purchaser can redeem online or in person. Merchant is the issuer of the Discounts and seller of the Merchant Offering. If there is a conflict between this Agreement and the Terms of Sale, the Agreement controls.
   • b.  Community First Network is authorized to promote and sell Discounts on Merchant’s behalf through our online platform. The Discounts may be offered to all or part of Community First Network’s subscriber base.
   • c.  If Merchant performs background checks on its employees, agents and/or independent contractors performing services, Merchant shall provide the results of such background checks to Community First Network upon request. Merchant shall obtain the necessary consent to share with Community First Network the results requested.
   • d.  Merchant shall promptly notify Community First Network any time it receives a complaint related to potentially criminal conduct, including allegations of sexual assault, allegedly engaged in by any of its employees, agents or independent contractors, regardless of whether a Community First Network customer makes the complaint.
   • e. Community First Network reserves the continuing right to reject, revise, or discontinue any Merchant Offering, at any time and for any reason in Community First Network’s sole discretion, and to terminate the Merchant Offering and to remove all references to the Merchant Offering and Discount from the Website; and redirect or delete any URL used in connection with the Merchant Offering.
   • f.  Merchant shall honor the Discounts for the Merchant Offering through the Promotional Value Expiration Date plus 12 hours should the offered discount change during the day.
   • g.  Merchant agrees that in providing the Merchant Offering, Merchant will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Discount.
   • h.  Merchant agrees that so long as an appointment or reservation is made to redeem a Discount, or purchaser has made an attempt to make an appointment, before the Discount’s Promotional Value Expiration Date, the Discount will be honored for the Full Offer Value without restriction, even though the services may be provided after the Promotional Value Expiration Date.
   • i.  Merchant is responsible for all customer service in connection with the Merchant Offering and for supplying all goods and services stated in the Merchant Offering. Merchant is also responsible for any customer loyalty programs associated with the Merchant Offering.
   • j.  Merchant agrees to accept returns of the Merchant Offering in compliance with applicable laws and the Fine Print, but in any event: (i) will accept returns of a defective Merchant Offering or nonconforming items in or a part of any Merchant Offering at all times and pay (or reimburse a purchaser for) any and all costs associated with the return of such Merchant Offering; and (ii) will not impose a more restrictive return policy on purchasers than Merchant’s regular return policy as applied to Merchant’s purchaser in the ordinary course of Merchant’s business.
2. Payment
   • a. All amounts are paid directly from purchaser to Merchant. Community First Network is not responsible for financial transactions between the Merchant and the purchaser.
   • b.  Community First Network is authorized to initiate ACH credit transaction entries to Merchant’s depository account at the depository financial institution named in this Agreement or as otherwise provided to Community First Network by Merchant in writing (“Merchant Bank Account”). This is solely if Merchant participates in the referral program. ACH payments take up to five (5) business days to become available in the Merchant Bank Account after processing.
   • c.   Taxes Generally. It is Merchant’s responsibility to determine what, if any, taxes apply to the payments Merchant makes or receives, and it is Merchant’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. Community First Network is not responsible for determining whether taxes apply to Merchant’s transaction with either purchasers or Community First Network, or for collecting, reporting, or remitting any taxes arising from any transaction with or by Merchant and purchaser. Merchant may be asked to provide Community First Network with a valid Tax Identification Number for tax reporting purposes. An IRS Form 1099 may be issued in Merchant’s name for the value of payments made. Notwithstanding anything else in this Agreement, Merchant shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Merchant is required to be so registered in connection with the Merchant Offering and pursuant to the terms and redemption of the Discount, and shall be responsible for paying any and all sales, use or any other taxes related to the Merchant Offering or the goods and services.
   • d.  Transaction Taxes. Merchant bears sole financial responsibility for any and all sales, use, excise, general, GST, or other similar taxes, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by this Agreement between Community First Network and Merchant (“Transaction Taxes”), if any. Community First Network shall apply the applicable Transaction Tax to the amounts it retains and/or other fees remitted to Community First Network pursuant this Agreement. Transaction Taxes are calculated using the Merchant’s billing address and will be included on invoices. Tax rates are subject to change. If applied, Transaction Taxes will be calculated at the time of each payment using the rates in effect under current law.
3. Customer Data Restrictions
   • a. “Customer Data” means all identifiable information about purchasers generated or collected by Community First Network or Merchant, including, but not limited to, purchasers’ name, shipping addresses, email addresses, phone numbers, purchaser preferences and tendencies, and financial transaction data.
   • b. Merchant shall use Customer Data only to fulfill its redemption obligations in connection with the Merchant Offering as authorized by this Agreement. Merchant expressly agrees that any Customer Data shall be used only for this purpose (including, but not limited to, the redemption of Discounts and provision of goods and services to purchasers), and not to enhance a file or list owned by Merchant, or any third party. Merchant represents, warrants and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If Merchant engages any third party to facilitate its redemption obligations hereunder, Merchant shall ensure that such third party implements and complies with reasonable security measures in handling any Customer Data. If any Customer Data is collected directly by Merchant or a third party engaged by Merchant to facilitate its redemption obligations hereunder, Merchant shall ensure that it or such third party adopts, posts and processes the Customer Data in conformity with its posted privacy policy and all applicable laws.
   • c. As long as Merchant uses Customer Data in compliance with applicable law and Merchant’s posted privacy policy, restrictions stated in this Agreement on Merchant’s use of Customer Data do not apply to: (i) data from any purchaser who is already a customer of Merchant before the Effective Date, if such data was provided to Merchant by such purchaser independent of this Agreement or any transaction hereunder; or (ii) data supplied by a purchaser directly to Merchant who becomes a customer of Merchant in connection with such purchaser explicitly opting in to receive communications from Merchant.
   • d.  Merchant shall immediately notify Community First Network if Merchant becomes aware of or suspects any unauthorized access to or use of Customer Data or any confidential information of Community First Network, and shall cooperate with Community First Network in the investigation of such breach and the mitigation of any damages. Merchant will bear all associated expenses incurred by Community First Network to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in Merchant’s reasonable possession or control. Upon termination or expiration of this Agreement, Merchant shall, as directed by Community First Network, destroy or return to Community First Network all the Customer Data in Merchant’s or any agent of Merchant’s possession.
4. Term and Termination

   This Agreement will continue in effect until terminated by either party in accordance with this Section (“Term”). Community First Network is authorized to terminate this Agreement, at any time for any reason, upon written notice to Merchant. Merchant is authorized to terminate this Agreement upon seven (7) business days prior written notice to Community First Network. Termination of this Agreement will not in any way affect Merchant’s obligation to redeem any Discount according to the terms of this Agreement, including the obligation to honor the Discount for the Amount Paid after the Promotional Value Expiration Date. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term.

5. Marketing

   Community First Network and its business members 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. Community First Network may also solicit Merchant’s opinion for market research purposes.

6. Intellectual Property Rights

   Merchant grants to Community First Network the right to publish and publicly perform: (a) Merchant’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by Merchant

7. Representations and Warranties

   Merchant represents and warrants that: (a) Merchant has the right, power and authority to enter into this Agreement; (b) Merchant, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where Merchant’s goods and services will be provided; (c) the Discount, upon being delivered by Community First Network, will be available immediately for redemption and Merchant will have sufficient goods and/or services available for redemption through the Expiration Date

8. Other
   • a.  The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other in any way.
   • b.   This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
   • c.  Merchant is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without Community First Network’s prior written consent. Any waiver must be in writing and signed by an authorized signatory of Community First Network. Community First Network is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to Merchant.
   • d.   If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.
   • e.   EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMMUNITY FIRST NETWORK DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DISCOUNTS ARE ERROR-FREE, OR THAT ANY MERCHANT OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT.