Terms  & Conditions Applicable to Merchants

Merchant Authorization for Release of Data

Through its relationship with 335, Inc. (“SOLI”), Merchant has been selected to participate in SOLI’s Card Linked Offer Program (“Program”), which includes promoting Merchant in the Empyr Network (“Empyr  Network”).  In order for Empyr Network to perform services in accordance with the Empyr Network – SOLI Terms, MasterCard Incorporated, Visa U.S.A. Inc., American Express Company and one or more payment processors engaged by Empyr Network (individually and collectively, “Card Network / Processor”) will need to provide Empyr Network and COMPANY with certain information further described below.  The purpose of these Terms & Conditions is to ensure that Merchant agrees to, and authorizes

(i) Card Network / Processor monitoring and communicating this information to Empyr Network and SOLI, and

(ii) Empyr Network and SOLI using the information for purposes of ensuring accurate rewards eligibility and application of rewards.

Merchant hereby authorizes Empyr Network and Card Network / Processor to monitor and release the following information to SOLI: Merchant’s Card Network identification number(s) and Merchant’s payment card transaction information, including, but not limited to, cards registered by SOLI and Empyr Network customers (including, without limitation, date, purchase amount, encrypted or tokenized card numbers, and payment card type) (each of the foregoing items individually and collectively, “Merchant  Information”).

Merchant hereby authorizes Empyr Network and SOLI and each of the third parties with whom Empyr Network or SOLI may contract in connection with the Program (each, a “Vendor,” which excludes Card Network / Processors), to

(i) use or process Merchant Information in order to determine rewards eligibility in the Program  (with eligible purchases defined as “Qualified Purchases”), and

(ii) communicate Qualified Purchases (date and time, purchase amount, last 4 digits of card, city / state / zip code, and payment card type) to Empyr Network for purposes of SOLI reporting to and billing Merchant.  

Each Vendor has confidentiality obligations that prohibit such Vendor from disclosing Merchant Information to third parties.

To the extent Merchant has an agreement with a Card Network / Processor, these Terms & Conditions shall not modify or terminate any such Merchant – Card Network / Processor agreement.

Merchant  Program Participation Election

 

Merchant’s Authorization shall remain in full force and effect until Merchant notifies SOLI that Merchant elects in writing to stop the transmission of Merchant’s data to Empyr Network and SOLI in connection with the Program.  Merchant may notify SOLI by emailing [email protected]. Within a commercially reasonable time frame following receipt of such notice, SOLI shall communicate Merchant’s notice to Empyr Network and Card Network/ Processor and Empyr Network shall stop the transmission of information as described above.

Restrictions and Conditions on Merchant Use of  Redemption Data 

Merchant obtains, or may obtain, sales information from various sources (e.g., Card Network/Processor monthly reports directly to Merchant, Merchant’s internal sales records, etc.).  This sales information may include some elements of data that are the same as the Redemption Data (defined below).  Merchant’s use of this separately obtained sales information is not subject to the restrictions in this Section. 

Merchant will only use data relating to the Program or Qualified Purchases (“Redemption Data”) (whether provided via Empyr Network or directly to Merchant from SOLI) to confirm the occurrence of a Qualified Purchase.  Merchant will not use the Redemption Data for any other purpose.  The Redemption Data is confidential information and, except for employees and subcontractors with a need to know, Merchant will not share it with others.  Merchant will keep and/or use the Redemption Data only as long as there is a business need to have it, but not longer than 120 days.

Limitation  of Liability

Empyr Network, SOLI, Card Network / Processor and agents or subcontractors of any of the foregoing parties will not have any liability for any indirect, consequential, incidental, special or punitive damages, including any lost profits, even if such party has been advised of the possibility of such damages in connection with the Program.  Furthermore, in no event will Empyr Network’s, SOLI’S, Card Network / Processor’s or any of the foregoing parties’ subcontractor’s or agent’s total cumulative liability in connection with the program, from all causes of action of any kind, exceed amounts paid by Merchant to SOLI in the twelve (12) month period immediately preceding any claim.

In addition, Card Network / Processor will not be liable under any circumstances for

(i) the release of or misuse of data provided under this authorization and used in connection with Program transactions by consumers, Empyr Network, Merchant, SOLI or subcontractors or agents of any of the foregoing parties;

(ii) any errors by or arising from the acts or omissions of consumers, Empyr Network, Merchant, SOLI or subcontractors or agents of any of the foregoing parties in connection with a Program transaction.