Merchant Terms

This Agreement sets out the terms and conditions ("Agreement") governing the relationship between any commercial entity — including its affiliates, partners, brands, resellers, or third parties managing the programme on its behalf ("the Business") — and Rambla LLC ("Rambla"), for use of the services provided through the Rambla smartphone application ("the App") and web-based Merchant Console ("Console").

"Business" includes any affiliated entity that directly or indirectly controls, is controlled by, or is under common control with the commercial entity. "Control" means: (i) direct or indirect ownership of more than 50% of the relevant party; (ii) the ability to direct the affairs of the relevant party through lawful means; or (iii) a franchisee, franchisor, or materially similar relationship.

By accessing or using the Rambla platform, the Business confirms it has read, understood, and agrees to be bound by this Agreement. If you do not agree, the Business may not use the App or its Services. For questions, contact us at support@ramblaclub.com.

Definitions

• App: The Rambla mobile application available for download on smartphones and other devices.
• Platform: The Rambla App and website at ramblaclub.com, collectively.
• Console / Merchant Console: The web-based portal through which the Business manages its Rambla account, programmes, and settings.
• Service: The local discovery and loyalty platform provided by Rambla LLC, including storefronts, events, rewards, updates, memberships, and related features, as updated from time to time.
• Business / Merchant: Any commercial entity that creates an account on the Rambla Platform to offer programmes or promotions to Registered Members.
• Registered Member: Any individual who has created a local user account on the Rambla Platform.
• Reward: A benefit, discount, or offer defined by the Business and made available to Registered Members through the Platform.
• Content: Any text, images, logos, data, or other material provided by Rambla, the Business, or Registered Members within the Platform.
• Terms: This Agreement, including any schedules or pricing documents incorporated by reference.
• Rambla / Company: Rambla LLC, the owner and operator of the Rambla Platform, registered in Texas, United States.

1. Services

1.1 Service Provision. Rambla provides the Platform to Businesses or their representatives for the purpose of creating and managing local discovery programmes, loyalty rewards, events, storefronts, updates, and memberships for Registered Members.

1.2 Activation of Programmes. Merchant programmes become accessible on the App upon the Business's approval of all relevant information — including offer details, programme rules, and branding assets. The Business approves its programme when it is published via the Merchant Console or confirmed in writing.

1.3 Multiple Offers and Locations. Rambla reserves the right to apply individual charges for multiple offers or locations under the same Business listing.

1.4 Modifications and Customisations. The Business may modify its programmes and offer rules through the Merchant Console. For further assistance, the Business may contact Rambla directly at support@ramblaclub.com.

1.5 Compliance Modifications. Rambla may, without prior notice, modify the Business's programmes to comply with applicable legal, security, or regulatory requirements. Rambla holds full discretion in determining how such changes are applied.

1.6 Supported Platforms. Rambla exclusively determines the operating systems and devices on which the App will function.

1.7 Nature of the Platform. The Rambla Platform is designed for local business discovery and loyalty programme services. It is not a social media or social networking site. There is no sharing of data or direct communication between Registered Members, or between Businesses that maintain accounts on the Platform.

2. Setting up an Account

2.1 Account Creation. To access the Services, the Business must create an account managed through the Rambla Merchant Console, which serves as the central hub for managing programmes and related services.

2.2 Fees and Charges. Use of the Services may incur an establishment fee per venue and an ongoing subscription fee. The details of these charges — including amounts and payment terms — are set out in a separate pricing schedule agreed to by both parties.

2.3 Currency. Unless explicitly stated otherwise, all fees and financial transactions are denominated in United States dollars (USD).

3. Merchant Programmes

3.1 Scope of Programmes. The Business is solely responsible for creating and managing its programmes on the Platform. These may include loyalty rewards, events, storefront listings, member updates, promotions, and membership tiers. All programmes and their associated rules and rewards must be prominently communicated to customers at the point of sale or within the Business's digital presence.

3.2 Reward Mechanism. Registered Members earn rewards or benefits as defined by the Business, based on qualifying criteria such as purchases, visits, or other actions specified by the Business. The Business is solely responsible for defining, managing, and fulfilling these rewards.

3.3 Dispute Resolution. Any dispute arising from a merchant programme will be handled directly between the Business and its customer. By using the Services, the Business acknowledges that Rambla is neither responsible nor liable for any issues, conflicts, or dissatisfaction arising within the Business's programmes. Rambla may provide technical support but will not intervene in disputes between the Business and its customers.

4. Communication & Data

4.1 Consent Requirements. The Business must have explicit consent from Registered Members before communicating with them via the Merchant Console or any external channel, including SMS, MMS, push notifications, or email.

4.2 Ownership of Member Data. Rambla retains ownership of Registered Members' contact details and transactional data. Access to this data may be granted to the Business on a commercial basis as agreed. Rambla does not sell or share personally identifiable information with third parties. See our Privacy Policy for details.

4.3 Business Access to Customer Data. Businesses on qualifying subscription plans may be granted access to customer contact details and transactional data related to their own programmes. This access is limited to data generated through the Business's offers and promotions on the Platform.

4.4 Compliance with Privacy and Communications Laws. Any customer information provided to the Business must be handled in accordance with this Agreement, the Rambla Privacy Policy, and applicable law — including the CAN-SPAM Act of 2003 and the California Consumer Privacy Act (CCPA). The Business is responsible for monitoring and complying with any changes to applicable laws in the jurisdictions where it operates.

4.5 Rights of Registered Members. Registered Members retain the right to request copies of their personal information and to have it deleted. Details are provided in the Rambla Privacy Policy and within the App settings.

5. Payment & Rights to Terminate

5.1 Setup and Subscription Fees. Businesses may incur a one-time setup fee upon establishing the Service. Thereafter, a monthly or annual subscription fee applies in accordance with the agreed pricing schedule.

5.1.1 Other fees or commercial arrangements may be agreed separately.

5.2 Managing Subscriptions. Businesses manage their subscriptions through the Merchant Console under the "Manage Subscription" tab, which provides access to invoices, billing information, and cancellation options. Non-standard partner arrangements (resellers, agencies, brands) will be governed by separate commercial agreements.

5.3 Payment Method. All subscription fees are charged in advance through the billing methods available on the Platform. Some transactions may be subject to an additional surcharge.

5.4 Promotional Trials. Rambla may offer the Business a limited trial period. Upon expiry of the trial, regular subscription fees will apply automatically.

5.5 Additional Costs. Programme management services — including communications, design, or implementation — may carry additional charges. SMS services are charged based on usage.

5.6 Termination Rights. The Business reserves the right to terminate the Service at any time through the Merchant Console or by submitting a written request to support@ramblaclub.com. Cancellation takes effect at the end of the current billing cycle.

5.7 Outstanding Fees. Any outstanding subscription fees or charges must be paid in full prior to cancellation. The Agreement terminates at the next renewal date following payment.

5.8 Refund Policy. All payments made are non-refundable, including for non-usage or cancellation periods.

6. Rambla's Obligations

6.1 Service Availability. Rambla shall use reasonable efforts to provide Registered Members access to the Business's programmes on the Platform, subject to maintenance and updates. Rambla does not guarantee uninterrupted or error-free access.

6.2 Publication. Rambla will use reasonable efforts to publish the Business's programmes by any agreed date. In the event of delays, Rambla will make reasonable efforts to notify the Business and work toward alternatives.

6.3 Quality. Rambla commits to maintaining a reasonable standard of quality in the representation of the Business's programmes on the Platform, in accordance with industry best practices and applicable regulations.

6.4 Support. Rambla will provide ongoing support regarding programme status, updates, and changes, including timely responses to reasonable inquiries.

6.5 Legal Compliance. Rambla will comply with all applicable laws and regulations in the performance of its obligations under this Agreement.

7. Merchant Obligations

The Business agrees to the following obligations and warrants to Rambla:

7.1 Security. The Business will employ reasonable precautions to prevent unauthorised access to its account through the Merchant Console, including securing login credentials.

7.2 Accuracy. All information supplied by the Business to Rambla will be accurate, complete, and truthful.

7.3 Copyright. The Business warrants that it owns or has obtained proper authorisation from the copyright owner for all material — including names, images, and logos — provided to Rambla for use on the Platform.

7.4 Malware. All material uploaded or shared by the Business will be free from viruses, worms, Trojan horses, or other harmful code.

7.5 Advertising Standards. The Business warrants that its programmes and communications to Registered Members are legal, decent, honest, truthful, and comply with applicable advertising laws and codes.

7.6 Content Restrictions. The Business shall not include in any programme or communication content that: (a) is offensive, obscene, or otherwise objectionable; (b) is defamatory, threatening, or discriminatory; (c) infringes the rights of others, including intellectual property rights; (d) disrupts systems or networks; or (e) is illegal or promotes illegal activities.

7.7 Materials. The Business agrees to supply Rambla with any information, artwork, and assets in the required format to enable Rambla to deliver the Services.

7.8 Indemnity. The Business shall indemnify Rambla against all liabilities, costs, and losses arising from any breach of these obligations.

7.9 Cooperation. The Business agrees to cooperate fully with Rambla in the implementation, maintenance, and operation of the Platform and related services.

8. Error or Delay

8.1 Limitation of Liability. Rambla shall not be liable for any consequences — including loss or damages — arising directly or indirectly from an error, omission, delay, or interruption in the Service.

8.2 Right to Modify or Omit. Rambla reserves the right to decline to publish, suspend, or alter any content at its sole discretion. Rambla will make reasonable efforts to communicate significant changes where practical.

8.3 Error Correction. While not assuming liability, Rambla will endeavour to correct errors in the Services promptly upon notification by the Business.

8.4 Force Majeure. Rambla shall not be responsible for any failure or interruption caused by circumstances beyond its reasonable control, including acts of God, governmental actions, labour disputes, wars, natural disasters, or technological failures.

9. Right of Refusal

9.1 Rambla reserves the sole and absolute right to decline, cancel, or remove any listing, programme, or provision of Services at its discretion.

9.2 Rambla is not obligated to provide reasons for such actions, but may do so at its discretion.

9.3 The Business shall comply with any content guidelines or policies established by Rambla. Rambla's right of refusal includes, but is not limited to, non-compliance with such guidelines.

9.4 Rambla shall not be liable for any loss or damages resulting from the exercise of its right of refusal.

10. Reporting Illegal Content

10.1 Rambla reserves the right to monitor all content submitted by the Business to ensure compliance with applicable laws and these Terms.

10.2 If Rambla reasonably believes any content is being used for an improper or illegal purpose, it may report such activity to relevant authorities without prior notice to the Business.

10.3 Rambla will cooperate fully with law enforcement and regulatory authorities in any investigation of suspected illegal activity involving the Platform.

10.4 Rambla reserves the right to remove or disable access to any content it deems in violation of applicable law or these Terms.

11. Intellectual Property

11.1 Rambla's IP. All intellectual property relating to the Platform — including but not limited to copyrights, trademarks, patents, trade secrets, design, and software — is the exclusive property of Rambla LLC and its licensors. Unauthorised use, copying, or distribution is strictly prohibited.

11.2 Restrictions on Use. The Business may not copy, modify, distribute, or otherwise exploit any of Rambla's intellectual property without prior written consent.

11.3 Licence Grant by the Business. By uploading content to the Platform — including logos, images, descriptions, and other materials — the Business grants Rambla a non-exclusive, royalty-free, worldwide licence to use, display, reproduce, and promote that content solely for the purpose of operating and marketing the Platform. The Business retains ownership of all such content.

11.4 Warranty. The Business warrants that any content uploaded to the Platform does not infringe the rights of any third party and that the Business has full authority to grant the licence described in clause 11.3.

11.5 Enforcement. Rambla reserves the right to take legal action against any infringement or misappropriation of its intellectual property rights.

12. Confidentiality

12.1 Definition. Confidential Information means all non-public information disclosed by Rambla to the Business — including information relating to the Platform, Services, technology, pricing, personnel, and business strategy — that is not publicly available without a breach of this Agreement.

12.2 Non-Use and Non-Disclosure. The Business shall not use Confidential Information for any purpose other than to fulfil its obligations under this Agreement, and shall not disclose it to any third party without Rambla's prior written consent, except as required by law. The Business shall take all reasonable precautions to prevent unauthorised access to Confidential Information.

12.3 Registered Member Data. The Business shall treat all information supplied by Rambla regarding Registered Members as Confidential Information and shall comply with all applicable privacy laws.

12.4 Return or Destruction. Upon termination or at Rambla's request, the Business shall promptly return or destroy all Confidential Information in its possession.

12.5 Duration. Confidentiality obligations survive termination for five (5) years from the date of termination.

12.6 Remedies. The Business acknowledges that unauthorised disclosure of Confidential Information may cause irreparable harm. Rambla shall be entitled to seek injunctive or other equitable relief in addition to any other available remedies.

13. Liability

13.1 Member Verification. While Rambla endeavours to verify Registered Members' details, it does not guarantee their accuracy. Rambla accepts no responsibility regarding the suitability of Registered Members who engage with the Business's programmes.

13.2 Limitation of Liability. To the maximum extent permitted by law, Rambla disclaims all liability for any claims, damages, or losses of any kind — including indirect or consequential loss, loss of business, revenue, or opportunity — arising from the Business's use of or inability to use the Platform.

13.3 Exclusions. Rambla specifically does not accept liability for: (a) loss or damage to materials supplied by the Business; (b) errors arising from Business-provided content or circumstances beyond Rambla's reasonable control; or (c) the Business's failure to comply with applicable privacy or communications laws, including the CAN-SPAM Act and CCPA.

13.4 Sole Remedy. To the maximum extent permitted by law, the Business agrees that the sole remedy for any breach of these Terms shall be the re-supply of the relevant Services.

14. Warranties

14.1 Exclusion of Implied Warranties. Except where Rambla is legally unable to exclude liability, all implied warranties, conditions, and representations are expressly excluded.

14.2 No Warranty on Platform Performance. Rambla does not warrant that the Platform is free from viruses or harmful programs, or that it will operate uninterrupted and error-free.

14.3 No Warranty on Engagement. Rambla makes no warranty that any merchant programme on the Platform will attract or engage a particular number of Registered Members.

14.4 Business Compliance Warranty. The Business warrants that all content submitted for publication on the Platform complies with all applicable laws and regulations in all jurisdictions where the Platform is accessible.

15. Governing Law

15.1 This Agreement is governed by and construed in accordance with the laws of the State of Texas, United States, without regard to conflict of law principles.

15.2 Any legal proceedings arising out of or related to this Agreement shall be brought exclusively in the federal or state courts located in Texas. Each party irrevocably submits to the exclusive jurisdiction of such courts.

15.3 The parties must comply with all applicable laws and regulations of all relevant jurisdictions in performing their obligations under this Agreement.

16. Indemnity

16.1 General Indemnity. The Business shall indemnify, defend, and hold harmless Rambla LLC and its partners, directors, employees, agents, and affiliates from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from the Business's use of the Platform.

16.2 Specific Indemnity. The Business shall indemnify Rambla for any claim, loss, or expense caused by any wilful, illegal, or negligent act or omission by the Business.

16.3 Procedure. Rambla will promptly notify the Business of any claim that may give rise to indemnity. The Business shall have the right to control the defence of such claim, and Rambla shall cooperate at the Business's expense.

16.4 Survival. Indemnity obligations survive termination or expiration of this Agreement.

17. Termination

17.1 Rambla's Right to Terminate. Rambla reserves the right to cancel any merchant programme, terminate this Agreement, or pursue legal action if any of the following occur:

• 17.1.1 Non-Payment: The Business fails to pay any fees in accordance with agreed terms.
• 17.1.2 Breach of Terms: The Business breaches any provision of this Agreement.
• 17.1.3 Insolvency: The Business becomes insolvent, is unable to pay its debts as they fall due, or commits an act of bankruptcy.
• 17.1.4 Legal Non-Compliance: The Business is, in Rambla's reasonable opinion, in breach of any applicable law or regulation.
• 17.1.5 Administration: A receiver, administrator, liquidator, or manager is appointed over any of the Business's assets.
• 17.1.6 Wind-Up: The Business resolves to dissolve or wind up its operations.

17.2 Notice. Where practicable, Rambla will provide the Business with reasonable notice of termination and an opportunity to remedy the breach.

17.3 Effects of Termination. Termination does not affect accrued rights or liabilities of either party, nor any provision intended to survive termination.

17.4 Survival. Provisions relating to indemnity, liability, confidentiality, and intellectual property shall survive termination.

18. Dispute Resolution

18.1 Initial Resolution. In the event of any dispute arising from this Agreement, the parties shall first attempt to resolve the matter in good faith through direct negotiation.

18.2 Arbitration. If the parties cannot resolve the dispute within thirty (30) days of initial negotiation, either party may refer the matter to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). Arbitration shall be conducted by a single arbitrator in Texas, in the English language, and costs will be shared equally unless otherwise awarded.

18.3 Selection of Arbitrator. The parties shall agree on an arbitrator within fourteen (14) days of referral. If they cannot agree, the arbitrator shall be appointed by the AAA.

18.4 Final and Binding. The arbitrator's determination is final and binding and shall not be subject to appeal except as permitted by applicable law.

18.5 Continued Performance. Unless otherwise agreed in writing, both parties shall continue to perform their obligations under this Agreement pending resolution of any dispute.

18.6 Confidentiality. All negotiation and arbitration proceedings under this clause shall be confidential.

19. Amendments

19.1 Rambla reserves the right to modify these Terms at any time. Material changes will be communicated via the Merchant Console, email, or other reasonable means, and will take effect on the date specified in the notice.

19.2 Continued use of the Platform following notification of changes constitutes acceptance of the updated Terms.

19.3 If the Business objects to any changes, its sole remedy is to discontinue use of the Platform in accordance with the termination provisions of this Agreement.

20. Privacy Policy

20.1 By using the Services, the Business confirms it has read, understood, and agrees to be bound by Rambla's Privacy Policy, which is incorporated into this Agreement by reference.

20.2 The Business agrees to comply with all applicable privacy laws and acknowledges sole responsibility for ensuring its use of the Services meets all relevant legal obligations relating to privacy and data protection.

20.3 Questions about privacy may be directed to support@ramblaclub.com.

21. Suspension

21.1 Rambla reserves the right to suspend, close, or restrict access to the Business's account at its sole discretion, including for: breach of these Terms; suspected fraudulent, abusive, or illegal activity; failure to comply with legal obligations; or non-payment of fees.

21.2 Where practicable and unless prohibited by law, Rambla will notify the Business of any suspension and the reason for it, either before or promptly following the action.

21.3 Where appropriate, Rambla may provide the Business with a reasonable opportunity to remedy any breach before suspending access.

21.4 Suspension may restrict access to the Platform, programmes, and associated services. The Business may be liable for costs or damages incurred by Rambla as a result of the events leading to the suspension.

21.5 Reinstatement following suspension is possible at Rambla's discretion, subject to satisfactory resolution of the issues that led to suspension.

22. Severance

22.1 If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions.

22.2 In the event a provision is determined to be invalid, the parties shall negotiate in good faith to amend this Agreement to reflect the original intent as closely as possible.

Questions

If you have any questions about these Merchant Terms, please contact us at support@ramblaclub.com.