Founding Merchant Agreement

This Founding Merchant Agreement ("Program Agreement") is between the commercial entity that accepts it ("the Business") and Rambla LLC ("Rambla"). It governs the Business's participation in the Rambla Founding Merchant program ("the Program").

By ticking the box to accept this Program Agreement and publishing a storefront, the Business confirms that it has read, understood, and agrees to be bound by it, and that the person accepting has authority to bind the Business. If you do not agree, do not accept it and do not publish.

Questions can be sent to support@ramblaclub.com.

Definitions

• Merchant Terms: The Rambla Merchant Terms published at ramblaclub.com/terms/merchants, as amended from time to time.
• Program: The Rambla Founding Merchant program, as Rambla describes and operates it from time to time.
• Benefits: Any feature, recognition, access, limit, or promotion that Rambla makes available to Founding Merchants as part of the Program.
• Founding Merchant: A Business whose application Rambla has approved, for as long as that approval has not been withdrawn.
• Founding Materials: The Business's name, logo, images, descriptions, links, ordering and website addresses, and any other content the Business provides to Rambla or publishes on the Platform.
• Feedback: Any suggestion, idea, comment, request, critique, or other input about Rambla, the Platform, or the Program that the Business gives Rambla in any form.

1. Relationship to the Merchant Terms

1.1 This Program Agreement supplements the Merchant Terms, which continue to apply in full. The Business must accept both to publish a storefront.

1.2 If this Program Agreement and the Merchant Terms conflict on a matter concerning the Program, this Program Agreement controls. On every other matter, the Merchant Terms control.

1.3 Capitalized terms not defined here have the meaning given in the Merchant Terms.

2. Applying and Approval

2.1 Application. Accepting this Program Agreement and publishing a storefront is the Business's application to the Program. It is not an approval.

2.2 Approval. Rambla decides in its sole and absolute discretion whether to approve, defer, or reject an application, and is not required to give a reason. Rambla currently aims to review applications within one to two business days, but that is a goal and not a commitment.

2.3 No Rights Before Approval. Until Rambla approves the application, the Business is not a Founding Merchant and has no right to any Benefit, to the Founding Merchant badge, or to describe itself as a Founding Merchant.

2.4 Rejection. If Rambla rejects an application, the Business may continue to use the Platform under the Merchant Terms, and this Program Agreement ends except for the provisions that survive under Section 17.

2.5 One Business, One Membership. Membership belongs to the Business and the storefront for which it was approved. It cannot be sold, transferred, assigned, shared, or carried to another storefront or entity without Rambla's written consent.

3. Benefits

3.1 Current Benefits. As of the date above, Rambla intends to offer Founding Merchants the following, in each case as Rambla chooses to implement and operate them:

(a) removal of the usage limits that otherwise apply to a storefront's customers and, when available, its contacts and invitations;

(b) a Founding Merchant badge shown on the Platform and, when available, in the App;

(c) a listing on the Rambla website, which may include links to the Business's own page, website, or ordering address and search-optimized descriptive content about the Business; and

(d) access to the Rambla team to discuss the direction, design, and feel of the Platform.

3.2 No Promise of Any Benefit. The list above describes what Rambla currently intends to offer. It is not a promise that any Benefit will be offered, continue, or take any particular form, and it is not an offer capable of acceptance. Placement, order, frequency, wording, timing, and search or ranking results of any listing or content are decided by Rambla and are not guaranteed.

3.3 Not a Guarantee of Results. Rambla makes no promise about traffic, customers, sales, rankings, visibility, or any other outcome from the Program.

3.4 Reasonable Safeguards. Removal of a limit does not entitle the Business to unlimited or abusive use. Rambla may apply technical, security, anti-abuse, and capacity safeguards, and may restrict use that it believes is excessive, automated, harmful to the Platform, or inconsistent with the Merchant Terms.

4. Changes to the Program and the Benefits

4.1 Right to Change. Rambla may, at any time, in its sole discretion, and with or without notice, add, remove, reduce, suspend, replace, limit, or end any Benefit, change the requirements for membership, change how the Program works, or end the Program altogether.

4.2 Notice. Where Rambla gives notice of a change, it may do so through the Merchant Console, the app, email, the Rambla website, or any other reasonable means, and the change takes effect on the date stated. Rambla is not required to give advance notice.

4.3 Acceptance. Continued participation in the Program or use of the Platform after a change takes effect is acceptance of it. The Business's only remedy if it objects to a change is to stop participating by contacting Rambla in writing.

4.4 No Compensation. The Business is not entitled to any payment, credit, refund, damages, or other compensation because a Benefit was changed, reduced, or ended, or because the Program ended.

4.5 No Reliance. The Business acknowledges that it has not relied on any statement, presentation, message, or conversation about the Program or the Benefits that is not written in this Program Agreement, and that it has not made any investment or commitment on the basis of the Program's continuation.

5. The Business's Obligations

While it is a Founding Merchant, and as a condition of membership, the Business shall:

5.1 give Rambla accurate, complete, and current information about the Business, its storefront, and the people who act for it, and update it promptly when it changes;

5.2 operate its storefront, rewards, posts, and promotions honestly and in compliance with the Merchant Terms and all applicable laws;

5.3 honor every reward and offer it publishes to customers;

5.4 not state or suggest that Rambla endorses, guarantees, or is responsible for the Business, its products, or its services, and not use the Founding Merchant name or badge except as Rambla provides it;

5.5 not act in a way that, in Rambla's judgment, harms or could harm the reputation, safety, security, or operation of Rambla, the Platform, other businesses, or customers; and

5.6 follow any reasonable program rules, guidelines, or instructions that Rambla communicates.

6. Listing, Badge, and Content License

6.1 License. The Business grants Rambla a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, display, adapt, translate, excerpt, and distribute the Founding Materials in and in connection with the Platform, the Rambla website, search results, directories, social media, press, and marketing and promotional material for Rambla and the Program.

6.2 Created Content. Rambla may write, edit, and publish descriptive and search-optimized content about the Business. Rambla owns that content and all rights in it, and may use it in any way and keep it after membership ends, but will not state that the Business remains a Founding Merchant after membership ends.

6.3 Links. Rambla may link to any website, ordering page, or address the Business provides, and may remove or change a link at any time. Rambla is not responsible for any site it links to or for any transaction the Business makes through it.

6.4 Rights and Warranty. The Business represents and warrants that it owns or controls all rights needed to grant this license, and that the Founding Materials are accurate, lawful, and do not infringe or violate the rights of any person.

6.5 Removal. After membership ends Rambla will stop presenting the Business as a Founding Merchant within a reasonable time. Rambla is not required to remove copies that are archived, cached, indexed, or held by third parties, or material already distributed.

7. Feedback and Collaboration

7.1 Optional Input. Rambla may invite the Business to share Feedback and to take part in conversations about the Platform. Rambla is under no duty to follow, use, or respond to any Feedback, or to involve the Business in any decision.

7.2 Ownership of Feedback. All Feedback is provided voluntarily and without restriction. The Business assigns to Rambla all rights in the Feedback, and in anything Rambla creates in whole or in part because of it, and agrees that Rambla may use it for any purpose without credit, payment, or obligation. To the extent an assignment is not effective, the Business grants Rambla a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use the Feedback.

7.3 No Authority or Interest. Access to the Rambla team gives the Business no authority, governance right, vote, approval right, equity, profit share, royalty, or ownership interest of any kind in Rambla or the Platform.

7.4 Confidential Information. Anything the Business learns through the Program about unreleased features, plans, or business information of Rambla is confidential. The Business shall use it only to take part in the Program and shall not share it with anyone else without Rambla's written consent. This does not apply to information that the Business already knew, develops independently, or receives lawfully from someone else without a duty of confidence, or that the law requires it to disclose, after giving Rambla prompt notice where the law allows.

8. No Partnership or Compensation

8.1 Participation in the Program does not create a partnership, joint venture, franchise, agency, employment, fiduciary, or exclusive relationship between the Business and Rambla. Neither party may bind the other.

8.2 The Business is not paid for participating and is not required to pay Rambla to participate. Each party bears its own costs.

9. Suspension, Removal, and Revocation

9.1 Right to Revoke. Rambla may suspend, restrict, or revoke the Business's membership, in whole or in part, at any time, for any reason or no reason, with or without cause, and with or without notice. Rambla is not required to explain or justify its decision.

9.2 Business May Leave. The Business may stop participating at any time by writing to support@ramblaclub.com. Rambla will process the request within a reasonable time.

9.3 Effect. When membership is revoked, ends, or is rejected: (a) every Benefit ends immediately; (b) the usage limits that apply to storefronts outside the Program apply to the Business again for new customers, contacts, and invitations, while existing customers, their balances, and their Rewards are kept; (c) the Founding Merchant badge and listing may be removed without notice; and (d) the Business must stop describing itself as a Founding Merchant.

9.4 No Liability. The Business is not entitled to any refund, credit, damages, compensation, or other remedy because membership was refused, suspended, revoked, or ended, or because of the effects described in Section 9.3.

9.5 Separate From Account Rights. Revoking membership does not by itself close the Business's storefront. Rambla's rights to suspend, restrict, or close accounts under the Merchant Terms are separate and unaffected.

9.6 Reinstatement. Rambla may reinstate a membership in its sole discretion, and reinstatement on one occasion creates no right to it on another.

10. Disclaimers

10.1 The Program, the Benefits, and the Platform are provided "as is" and "as available." To the fullest extent permitted by law, Rambla disclaims all warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, and uninterrupted or error-free operation.

10.2 Features and Benefits may be experimental, may change, and may contain errors. Rambla may modify, interrupt, or discontinue any of them without liability.

11. Limitation of Liability

11.1 To the fullest extent permitted by law, Rambla and its owners, directors, employees, agents, partners, and affiliates are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profit, revenue, goodwill, customers, data, or business opportunity, arising out of or related to the Program, even if advised of the possibility.

11.2 To the fullest extent permitted by law, the total liability of Rambla for all claims arising out of or related to the Program or this Program Agreement shall not exceed one hundred U.S. dollars (US $100). This limit is shared with, and not in addition to, the limit in Section 13.3 of the Merchant Terms.

11.3 The Business acknowledges that the Program is provided without charge and that these limits are a fair allocation of risk and a basis on which Rambla offers it.

12. Release

12.1 To the fullest extent permitted by law, the Business releases Rambla and its owners, directors, employees, agents, partners, and affiliates from every claim, known or unknown, arising out of or related to the Business's application, the decision to accept, reject, or revoke it, any change to or ending of the Program or a Benefit, and the effects described in Section 9.3.

13. Indemnity

13.1 The Business shall indemnify, defend, and hold harmless Rambla and its owners, directors, employees, agents, partners, and affiliates from and against all claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising out of or related to the Founding Materials, the Business's breach of this Program Agreement, the Business's statements or conduct as a Founding Merchant, or any rewards, offers, products, or services the Business provides.

13.2 This Section 13 is in addition to the indemnity in the Merchant Terms and is not limited by it.

14. Electronic Acceptance and Records

14.1 The Business agrees that ticking the acceptance box is its signature, that it is legally binding, and that it has the same effect as a handwritten signature.

14.2 Rambla keeps a record of each acceptance, including the account that accepted, the version accepted, the date and time, the device and platform used, and the network address. The Business agrees that this record is evidence of its acceptance, and consents to Rambla keeping and using it to enforce this Program Agreement and to meet legal obligations.

14.3 The Business consents to receive notices about the Program electronically, as described in Section 4.2.

15. Changes to This Program Agreement

15.1 Rambla may amend this Program Agreement at any time by publishing a new version. Rambla may require the Business to accept the new version before it publishes, edits, or continues to receive Benefits, and may suspend Benefits until it does.

15.2 Continued participation after a new version takes effect is acceptance of it. If the Business does not agree, its only remedy is to stop participating under Section 9.2.

16. Governing Law and Disputes

16.1 This Program Agreement is governed by the laws of the State of Texas, United States, without regard to conflict of law principles.

16.2 Sections 15 (Governing Law) and 18 (Dispute Resolution) of the Merchant Terms apply to every dispute arising out of or related to this Program Agreement or the Program, including negotiation, binding arbitration, and exclusive Texas jurisdiction.

16.3 Individual Claims Only. To the fullest extent permitted by law, the Business may bring claims only in its own name and not as a plaintiff or member of any class, collective, consolidated, or representative action.

17. General

17.1 Survival. Sections 4, 6.2, 6.4, 6.5, 7, 8, 9.3 through 9.6, and 10 through 17 survive the end of membership and of this Program Agreement.

17.2 Entire Agreement. This Program Agreement, together with the Merchant Terms, is the entire agreement about the Program and replaces every earlier statement, message, or understanding about it.

17.3 Severability. If a provision is found unenforceable, it is enforced to the fullest extent allowed and the rest remains in force.

17.4 No Waiver. A delay or failure to enforce a right is not a waiver of it.

17.5 Assignment. Rambla may assign or transfer this Program Agreement, or any right under it, without notice. The Business may not assign it without Rambla's written consent.

17.6 Interpretation. Headings are for convenience. "Including" means including without limitation. The Business has had the opportunity to consult its own advisers, and no term is interpreted against Rambla because Rambla drafted it.

Questions

Write to us at support@ramblaclub.com.