SPENDINDIE GET PAID PROGRAM
TERMS AND CONDITIONS
Updated: March 2018
Spendindie, Inc., a Delaware corporation (“Spendindie” or “we” or “us”), created the Spendindie Get Paid Program (the “Program”) to allow members to earn cash rewards (“Rewards”) by recommending user generated content in the form of new products to be sold via the Spendindie Marketplace (the “Marketplace”), subject to these Spendindie Get Paid Program Terms and Conditions (these “Terms”). These Terms constitute a legally binding agreement between us and
each individual who enrolls in the Program (“Member” or “you”).
By enrolling in the Program or by participating in the Program by recommending a product or retailer to us (even if you do not enroll in the Program), you acknowledge that you have read and understood these Terms and agree to be bound by them.
Spendindie may modify these Terms from time to time, with or without notice, and/or cancel the Program. Your continued participation in the Program after any modification shall be deemed to be your acceptance of any such modification. If you do not agree to any modification of these
Terms, you must immediately cease participation in the Program.
Notwithstanding anything set forth in these Terms, you acknowledge and agree that Spendindie is a new marketplace and our business model may change from time to time in our discretion as we work to optimize our business and make it the best marketplace possible for independently and/or locally owned businesses. As such, we may change or cancel the Program at any time and we do not and cannot provide any guarantee that we will be able to make payments to you as set forth herein. By participating in the Program, you acknowledge and agree that, while we hope and intend to pay you, you have no legally binding right to any payment, or any legal claim against us by participating in the Program.
Participation in the Program and the opportunity to earn Rewards are offered at the sole discretion of Spendindie and subject to your compliance with these Terms.
1. Description of Spendindie and the Spendindie Get Paid Program.
Spendindie is an online marketplace that connects independent and local retailers with customers who want to buy goods (“Goods”) from independently and/or locally owned businesses (“Marketplace Stores”). Spendindie facilitates sales by Marketplace Stores through the Marketplace, subject to the terms of its agreements with the Marketplace Stores. One of the ways in which Spendindie grows its network of Goods and Marketplace Stores is Members submitting to Spendindie information about products that they recommend be made available for purchase through the Marketplace (“Recommendations”).
2. Recommendation Process and Acceptance Criteria.
Recommendations must be submitted through the Spendindie application (the “App”) and contain all information required by the submission form, including a clear photo of the product, the name of the retailer and the retailer location. Payments will only be made with respect to sales of Products through the Marketplace Store identified in the Recommendation. If a Product is sold by a different Marketplace Store, you will not earn payments for those sales.
Recommendations must at a minimum meet the following Acceptance Criteria:
- the retailer of the Good must be an independently or locally owned business, as determined by Spendindie in its sole discretion;
- the recommended Good cannot already be available for purchase through the Marketplace from the same Marketplace Store or have been previously recommended by someone else;
- the recommending Member cannot be an owner of the Marketplace Store whose Good the Member is recommending, or a family member or affiliate of an owner, or stand to profit or benefit in any way, directly or indirectly, from the sale of the Good that is recommended other than through participation in this Program; and
- the Recommendation must not violate the Content Standards described below in Section 8.
Even if the above Acceptance Criteria are met, the recommended Good must still be accepted for inclusion in the Marketplace by Spendindie in its sole discretion, and the retailer of the Good must already be, or upon acceptance of the Recommendation agree to become, a Marketplace Store.
If a Recommendation meets the acceptance criteria and is accepted, Spendindie will notify the submitting Member. The determination of whether a Recommendation is accepted or any sale qualifies for a payment under the Program is at the sole discretion of Spendindie.
People who enroll in the Program to become a Member and maintain all conditions of membership in accordance with these Terms will receive Rewards for Recommendations as described herein. Recommendations submitted by anyone who is not an active Member will not be eligible to receive any payments.
3. Member Requirements.
To become a Member, you must:
- Be an individual – businesses are not permitted to participate in the Program and each individual person is limited to one Account (defined below);
- Be at least 18 years old;
- Provide an email address and password in order for Spendindie tocreate your Program account (“Account”);
- Provide an electronic payment account (e.g., PayPal) that is approved by Spendindie for us to send you Reward payments; and
- Provide any additional information requested by Spendindie from time to time.
4. Payment Calculations.
For each Recommendation that is accepted by Spendindie, Spendindie will pay the recommending Member an amount equal to 11⁄2% of the retail price (not including shipping costs, taxes or any additional charges) of each recommended Good sold through the Marketplace for a period of eighteen months from the date the Good is accepted.
Spendindie shall calculate amounts payable to Members using good faith reasonable efforts; provided, however, that Spendindie hereby disclaims any and all liability in connection with any incorrect calculations or payments. Upon receipt of notice that a Member believes its payment has been calculated incorrectly, Spendindie will use commercially reasonable efforts to identify and rectify any mistakes.
In our sole discretion, we may adjust payment amounts for returns and cancellations of sales of Goods; including reducing future payments where necessary. Further, we may not be able to make payments with respect to Goods where the Marketplace Store is in breach of its obligations to Spendindie that result in Spendindie not receiving its fee. We may also change the way we calculate payments to you and/or adjust percentages payable to you, and we will notify you of any such changes.
Should you disagree with any payment calculations, adjustments made to your account or payments made to you, your sole remedy is to withdraw from the Program.
5. Timing and Conditions of Payments.
Payments will be made on a monthly basis or other payment schedule that we may communicate to Members from time to time.
Payments will be made in U.S. dollars to the Member’s approved electronic payment account.
As a condition of payment:
- Your Account must remain active, as described in Section 7;
- You must have provided us the following information necessary to process your payment, which information must remain correct at the time of payment: a valid email address at which you are able to receive email, a valid postal address at which you are able to receive mail, a valid electronic payment account, your first and last name, and a password to protect your Account.
- You may not use an electronic payment account associated with another Spendindie Account. A single email address cannot be connected to multiple Spendindie Accounts.
- You must not be a resident of a country subject to economic or trade sanctions by the U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or be listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime.
- You must provide any information we may reasonably request to verify your identity as a condition for receiving payment.
- The amount of your payment must be at least $25.00. Balances below $25.00 will remain in your account for potential payment during the next payment period.
Spendindie reserves the right to modify the payment schedule at any time. Spendindie is not responsible for payments delivered to the wrong address through no fault of Spendindie or for payment errors made by payment partners
You may be taxed on your receipt of payments depending on the tax laws of federal, state, and local jurisdictions. You are solely responsible for any and all tax liability arising out of any payments received. If we pay you more than $500, we may request that you provide us your social security number or tax identification number to enable us to comply with federal tax laws. If we request, this information, you may not participate in the Program unless and until you provide the requested information. Each January, if you have been paid more than $600 in payments during the previous year, we will issue you a Tax Form 1099 for the previous year and make all required tax filings.
7. Required Account Activity.
To qualify to receive payments, your Account must remain active, which means that in the past twelve (12) months, you must have (i) logged into your Account AND (ii) submitted a Recommendation.
If your Account is inactive for more than twelve (12) consecutive months, Spendindie reserves the right to debit your Spendindie account balance five dollars ($5.00) per month to recover the cost of account maintenance until you reactivate your account or until your account balance is zero. If the balance in your inactive account is or becomes zero, Spendindie will close the account permanently and cease to maintain your account records and Program access. The inactive account maintenance charge will not cause your account balance to become negative and will not cause you to owe money to Spendindie.
8. Content Standards and use of the Website.
Your participation in the Program may involve your use of the Marketplace, Spendindie websites, the App or any other application or interface associated with Spendindie or the Marketplace (collectively, the “Website”), such as message boards and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”).
All User Contributions and use of the Website and Interactive Services must comply with our website’s Terms and Conditions (the “Website Terms”), which may be found here and are incorporated into and made a part of these Terms.
Any User Contribution you submit to us will be considered non-confidential and non- proprietary. By providing any User Contribution, you grant us the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material.
9. Account Security.
By becoming a Member and participating in the Program you agree that you will maintain the confidentiality of your Account information, including username and password by which you access the Program. Any use of your username and password will be deemed to be your use, and Spendindie is entitled to act on instructions received under your password and is not responsible for any credits or debits made to your account by someone else who uses your password. If there is a breach of security through your Account, you agree to immediately change your password and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted using your username and password is yours and has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction.
10. Abuse of Program; Failure to Comply with Terms.
We reserve the right to investigate any Recommendation or Member that we believe, in our sole discretion, is abusing or has abused the Program. We reserve the right to rescind any past payments, offset any future payments or demand reimbursement of payments, and/or terminate the Program membership of, any Member that we believe, in our sole discretion, is abusing or has abused the Program in violation of these Terms.
11. Consent to Communications.
By enrolling in the Program, you agree to receive communications from us that are account and membership related as well as periodic marketing/advertising -related emails from us and/or Marketplace Stores. We may communicate with you regarding the Program by electronic communications or direct mail using information you provided during the registration process. Your consent to receive electronic communications includes any notices or other information that we may be required by law to provide you in writing or otherwise. You agree to keep us apprised of your current email address should the same change subsequent to the date you become a Member. We may also send you push notifications through the App. You may opt out of receiving certain communications by clicking the “Unsubscribe” link on any unwanted communication.
12. Ownership of Intellectual Property.
All right, title, and interest in and to the Program, the Website, and the Content belongs to Spendindie or its licensors. Additionally, Spendindie shall maintain all right, title, and interest in “Spendindie,” the Spendindie logo, and any other marks, service marks, trademarks, or logos of Spendindie (“Spendindie Marks”) that are registered in the U.S. and other countries or otherwise used by Spendindie. The Spendindie Marks may not be used in any context without Spendindie’s express written consent. All other trademarks not owned by Spendindie that are used in the Program are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Spendindie.
You agree to indemnify Spendindie and its officers, directors, employees, members, successors, agents, and affiliates, for any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to your breach of these Terms or for any materials in any form whatsoever that are provided by you (or through your username and/or password). You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim. We reserve the right, in our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.
14. Warranty Disclaimer.
THE PROGRAM AND THE WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR VALIDITY OF THE PROGRAM OR THE WEBSITE, INCLUDING, WITHOUT LIMITATION, OUR ACCEPTANCE OF ANY RECOMMENDATION, ANY PAYMENTS THAT MIGHT BE MADE, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED IN CONNECTION WITH THE PROGRAM. SPENDINDIE DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE PROGRAM OR THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
15. Limitation on Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPENDINDIE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OR FOR ANY LOSS PROFITS, LOSS DATA OR LOSS OF USE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPENDINDIE’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED FIFTY U.S. DOLLARS ($50).
16. Additional Restrictions Regarding Third-Party Content Providers.
We may terminate these Terms and your use of or access to the Program at any time, for any reason or no reason. Any violation of these Terms or the rules and conditions of the Program may result in cancellation of your membership to the Program, your Account and/or forfeiture of pending or prior payments. We may, in our sole discretion, at any time and without prior notice, discontinue, cancel, suspend, change or limit access to all or any part of the Program or any functionality, feature or other component of the Website. If you are dissatisfied with any aspect of the Program at any time, your sole and exclusive remedy is to cease participating in the Program. Upon any termination of the Program, your right to use and access the Program and to receive payments, will terminate.
18. Governing Law; Arbitration.
The validity, construction, and interpretation of these Terms, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the State of Delaware in the United States, excluding its conflicts of laws principles.
Any claims or actions arising out of these Terms will be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and all arbitration hearings will be held in Austin, Texas. The party that prevails at arbitration will be entitled to reimbursement by the other party of its costs and expenses incurred in the arbitration, including without limitation the prevailing party’s reasonable attorneys’ fees.
You may not assign your rights and obligations under these Terms, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void.
Headings under these Terms intended only for convenience and shall not affect the interpretation of these Terms.
21. No Waiver; Severability.
Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of these Terms is determined to be or becomes unenforceable or illegal, such portion shall be reformed to the minimum extent necessary in order for these Terms to remain in effect in accordance with its terms as modified by such reformation.
22. Entire Agreement.
This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral (including without limitation, earlier versions of these Terms that may have been accepted by you). We reserve the right to modify these Terms at any time.