Merchant Terms of Service

1. Definitions

2. Acceptance of Terms

These Merchant Terms of Service ("Merchant Terms") govern your use of the ClinkMe platform as a Merchant. By installing ClinkMe from a POS marketplace (such as the Square App Marketplace or Clover App Market), creating a merchant account, or accessing the Merchant Portal, you agree to be bound by these Merchant Terms, our Privacy Policy, and our General Terms of Service.

If you are agreeing to these Merchant Terms on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these terms.

If you do not agree to these Merchant Terms, you may not use the ClinkMe platform as a Merchant.

3. Merchant Account

3.1 Account Creation

Merchant accounts may be created in two ways: (a) directly through the ClinkMe website or Merchant Portal, or (b) automatically when you install ClinkMe from a POS marketplace such as Square App Marketplace or Clover App Market. When your account is created via a POS marketplace installation, we will provision your account using business information obtained from your POS provider (business name, address, contact information, and menu catalog) and send your login credentials to the email address associated with your POS account.

3.2 Account Review

All new merchant accounts are subject to review and approval by ClinkMe. During the review period, your account status will be "pending" and your business will not be visible to Consumers in the ClinkMe app. We reserve the right to approve or decline any merchant application at our sole discretion.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately at support@clinkme.app of any unauthorized use of your account.

3.4 Accurate Information

You agree to provide and maintain accurate, current, and complete information about your business, including but not limited to your business name, address, contact information, menu items, pricing, and hours of operation.

4. The ClinkMe Platform

4.1 Platform Description

ClinkMe is a digital gifting platform that enables Consumers to purchase and send Gifts (food, beverages, and other menu items) to friends and family at participating Merchant locations. ClinkMe acts as a technology platform and payment facilitator connecting Consumers and Merchants.

4.2 No Employment or Agency

Your relationship with ClinkMe is that of an independent business using our platform. Nothing in these Merchant Terms creates a partnership, joint venture, employment, franchise, or agency relationship between you and ClinkMe.

4.3 Platform Availability

We strive to maintain the availability of the Platform but do not guarantee uninterrupted access. We may perform scheduled maintenance, updates, or modifications to the Platform at any time.

6. Gift Transactions & Redemption

6.1 Gift Purchases

When a Consumer purchases a Gift for one of your Menu Items, payment is collected from the Consumer at the time of purchase. The full menu item price is held on your behalf until payout (see Section 8).

6.2 Redemption Obligations

You agree to honor all valid, unexpired Gifts presented by Consumers at your location. You may verify Gifts through the Merchant Portal using the Gift code or QR code. Refusing to honor a valid Gift without cause is a violation of these Merchant Terms.

6.3 Gift Expiration

Gifts have an expiration period of 30 to 90 days from the date of purchase, as specified at the time of sale. Expired Gifts cannot be redeemed. ClinkMe manages gift expiration in compliance with applicable state gift card laws.

6.4 Menu Item Availability

If a Menu Item associated with a Gift is no longer available, you should work with the Consumer to offer a suitable alternative of equal or greater value. If no alternative can be arranged, contact support@clinkme.app for resolution.

8. Payouts & Payment Terms

8.1 Stripe Connect

To receive payouts, you must set up a Stripe Connect account and link a valid bank account. ClinkMe uses Stripe Connect to facilitate transfers of funds to Merchants. Your use of Stripe Connect is subject to Stripe's Connected Account Agreement.

8.2 Payout Timing

Standard payouts are processed within 2 business days (T+2) of your payout request. Merchants on Growth or Enterprise tiers may be eligible for same-day payouts. Payout timing may vary depending on your bank and Stripe processing schedules.

8.3 Payout Amount

You may request a payout of any amount up to your available balance. Your available balance reflects the total value of redeemed Gifts minus any adjustments, refunds, or chargebacks.

8.4 Chargebacks & Disputes

ClinkMe handles Consumer payment disputes and chargebacks. In the event of a chargeback, we may deduct the disputed amount from your available balance pending resolution. We will notify you of any chargebacks affecting your account.

8.5 Tax Responsibility

You are solely responsible for any taxes owed on revenue received through the ClinkMe platform. ClinkMe does not withhold taxes on your behalf. You agree to provide any tax-related information reasonably requested by ClinkMe (e.g., W-9 forms).

9. Merchant Obligations

9.1 Compliance

You agree to comply with all applicable federal, state, and local laws, regulations, and ordinances, including but not limited to food safety regulations, health codes, business licensing requirements, and labor laws.

9.2 Accurate Menu & Pricing

You are responsible for ensuring that your menu items, descriptions, pricing, and availability on the ClinkMe platform are accurate and current. Menu items listed on ClinkMe should match what is available at your location.

9.3 Quality of Service

You agree to provide Consumers redeeming Gifts with the same quality of food, beverages, and service that you provide to all other customers. Gifts should be honored promptly and courteously.

9.4 Prohibited Conduct

As a Merchant, you agree not to:

• Refuse to honor valid, unexpired Gifts without reasonable cause
• Charge additional fees to Consumers for Gift redemptions
• Provide inferior products or service to Gift-redeeming Consumers
• Manipulate or artificially inflate menu prices on ClinkMe
• Use the Platform for any unlawful purpose
• Misrepresent your business, location, or offerings
• Attempt to access other Merchants' accounts or data

11. Intellectual Property

11.1 ClinkMe Property

The ClinkMe name, logo, branding, Merchant Portal, software, and all related intellectual property are owned by Poscard, Inc. You may not use ClinkMe's trademarks or branding without prior written permission.

11.2 Merchant Content

You retain ownership of your business name, logo, menu descriptions, and images ("Merchant Content"). By listing on ClinkMe, you grant us a non-exclusive, royalty-free, worldwide license to use, display, and distribute your Merchant Content in connection with the Platform, including in marketing materials.

11.3 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Merchant Portal and Platform tools for the purpose of managing your merchant account and fulfilling Gift redemptions.

12. Term & Termination

12.1 Term

These Merchant Terms remain in effect for as long as you maintain a ClinkMe merchant account.

12.2 Termination by Merchant

You may terminate your merchant account at any time by contacting us at support@clinkme.app or disconnecting your POS integration. Upon termination, you remain obligated to honor any outstanding, unexpired Gifts for a period of 90 days.

12.3 Termination by ClinkMe

We may suspend or terminate your merchant account at any time for violation of these Merchant Terms, fraudulent activity, extended inactivity, or at our sole discretion with 30 days' notice. We may terminate immediately without notice for serious violations.

12.4 Effect of Termination

Upon termination:

• Your menu items will be removed from the ClinkMe consumer app
• You must honor outstanding, unexpired Gifts for 90 days
• Any available balance will be paid out within 30 business days, subject to resolution of pending disputes or chargebacks
• Your access to the Merchant Portal will be revoked
• Sections relating to liability, indemnification, dispute resolution, and intellectual property survive termination

13. Disclaimers & Limitations of Liability

ClinkMe is not responsible for Consumer behavior, no-shows, or disputes between Merchants and Consumers regarding product quality or service.

14. Indemnification

You agree to indemnify, defend, and hold harmless ClinkMe and its officers, directors, employees, agents, and affiliates from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Platform
• Your violation of these Merchant Terms
• Your violation of any applicable laws or regulations
• Claims by Consumers related to your products or services
• Food safety incidents or health code violations at your location
• Your handling or misuse of Consumer data

15. Dispute Resolution

15.1 Informal Resolution

Before filing a formal claim, you agree to contact us at legal@clinkme.app to attempt informal resolution. We will attempt to resolve disputes in good faith within 30 days.

15.2 Binding Arbitration

If informal resolution fails, disputes will be resolved through binding arbitration conducted by the American Arbitration Association (AAA) under the AAA's Commercial Arbitration Rules, before a single arbitrator, in Charleston County, South Carolina or the county where your primary business location operates.

15.3 Class Action Waiver

15.4 Governing Law

These Merchant Terms are governed by the laws of the State of South Carolina, without regard to conflict of law principles.

16. General Provisions

16.1 Entire Agreement

These Merchant Terms, together with our Privacy Policy and General Terms of Service, constitute the entire agreement between you and ClinkMe regarding your use of the Platform as a Merchant.

16.2 Modifications

We reserve the right to modify these Merchant Terms at any time. We will provide at least 30 days' notice of material changes via email or the Merchant Portal. Continued use of the Platform after the effective date of changes constitutes acceptance.

16.3 Severability

If any provision of these Merchant Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

16.4 Assignment

You may not assign or transfer these Merchant Terms or your merchant account without our prior written consent. ClinkMe may assign these Merchant Terms to any affiliate or successor.

16.5 Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, war, government actions, internet or telecommunications failures, pandemics, or public health emergencies.

17. Contact Information

For questions about these Merchant Terms, contact us at: