Fan+ Client Agreement V1
This Fan+ Client Agreement V1 (“Agreement”) is between IntrActvMrktg, LLC, d.b.a. TapNPay+ (“Company”) and the Client identified at time of electronic execution. The Company will provide and maintain a customized TapNPay+ Fan Payment Platform, also referred to as the Fan+ Platform (“Fan+ Platform” or “App”), commencing on a mutually agreed upon Launch Date, which will provide Client’s invited fans 18 years of age or older (“Members”) with the ability to join the App for access to pay at over 300 national brand partners, as updated from time to time, and earn unlimited instant cash back on every purchase made via the App. Company and Client are sometimes referred to herein collectively as “Parties” and individually as “Party”.
Company shall custom build the following technology for the Client: (1) a custom branded informational website; (2) custom branded Fan+ Platform; (3) custom marketing support and messaging to garner fans into the Fan+ Platform; and (4) a TapNPay+ Scoreboard link tracking all Members in real time.
Company will also maintain and provide quarterly data reporting of all of Members’ purchase data to the Client. Clients may use Member Purchases data solely for the purpose of tracking Fan+ Platform performance and may not sell, share, or otherwise transfer such data to any third party without the prior written consent of the Company.
Client will pay the following technology build and services fees (“Technology Fees”) for the first year of service and annually thereafter, invoiced upon executing this Agreement:
Year 1 Technology Fee: $3,000.00
Annual Renewal Fee: $1,500.00
Payment Terms: Invoiced upon execution. Payment due within five [5] days of invoice date.
Client shall provide the following necessary information required to build all Technology Services: (1) Client logo in a high-resolution format; (2) Client list of requested teams/groups to be listed in the app (i.e. what teams or groups do you want your fans to choose from).
Company will not build any Technology Services until all required information has been received by Company, along with the first annual payment for the Technology Services.
Client represents and warrants that it will only invite individuals who are 18 years of age or older to join the Fan+ Platform as Members. Client acknowledges that Company relies on this representation and that Company has no independent obligation to verify the age of Members invited by Client.
Company and Client acknowledge and agree that each Member shall be charged at least a Fifty dollar ($50.00) annual membership fee (“Membership Fee”). Within thirty (30) days of the completion of launching the Client’s Fan+ Platform, which shall be mutually agreed upon by the Parties, Company will distribute the Membership Fee less thirty percent (30%) for platform fees (“Platform Fee”) per Membership Fee collected and applicable to such Platform launch, to Client.
Thereafter, Company shall distribute any additional Membership Fees collected after the completion of launching the Fan+ Platform quarterly, and the same Platform Fee shall apply. Client shall conduct at least one (1) activation effort annually to promote Member participation.
Company shall establish and maintain separate Member Terms of Service and Privacy Policy governing Member participation in the Fan+ Platform, including billing, renewal, and refund policies. Client acknowledges that Members are subject to such terms upon registration.
Members are given the opportunity to renew activation to the Client annually inside the App for the Membership Fee. Any renewals to the Client will be processed by Company and distributed to Client, subject to Company’s Platform Fee, within thirty (30) business days after the annual anniversary of Launch Date via ACH deposit or check if Client is active with the Company. (See Termination Agreement below).
Member renewal rights and Fan+ Platform access are independent of Client’s active status with the Company. Members may continue to renew annually regardless of whether Client maintains an active Agreement with Company.
A portion of every purchase made via the Fan+ Platform produces an instant cash back reward for both the Members and Client (“Merchant Cash Back Reward”). Upon registration with the Fan+ Platform, Members agree and acknowledge that 10% of the Merchant Cash Back Reward will be retained for Client on each transaction.
Client’s portion of the total Merchant Cash Back Reward generated annually will be disbursed by Company within 30 days of the anniversary date of the Fan+ Platform Launch in the following year via ACH deposit or check.
In addition, a portion of the Merchant Cash Back Reward shall be retained by the Company to cover transactional banking fees, marketing costs, and operational costs. Company will provide Client with reasonable notice of any material changes to its retention methodology.
Company shall provide Client with a quarterly report detailing:
Company shall remit all amounts due to Client on a quarterly basis via ACH, within thirty (30) days following the end of each calendar quarter. Performance reporting will be provided on a quarterly basis at minimum, and may be issued more frequently based on platform activity.
Client is responsible for providing accurate ACH payment details. Company shall not be responsible for delays resulting from incorrect or incomplete payment information provided by Client. The Company reserves the right to adjust or offset payments in the event of refunds, chargebacks, or fraudulent transactions.
Client agrees not to distribute invitation codes through paid advertising or mass digital campaigns without Company’s prior written consent. Organic sharing within the Client’s community is permitted.
Company shall own all right, title, and interest in and to the Fan+ Platform and all data collected through the platform, including Member activity and transaction data.
Client shall have access to data relating to Members associated with its program solely for internal use in evaluating performance and engagement. Clients may not sell, transfer, or distribute such data without the Company’s prior written consent.
Each party agrees to comply with all applicable data privacy laws, including but not limited to the California Consumer Privacy Act (CCPA) and New York privacy laws.
Company acknowledges that it may have access to certain of Client’s computer and communications systems and networks for the purposes set forth in this Agreement. If any data is made available or accessible to Company, its employees, agents, or contractors, pertaining to Client’s business or financial affairs, or to Client’s projects, transactions, clients, or customers, Company will not store, copy, analyze, monitor, or otherwise use that data except for the purposes set forth in this Agreement for the benefit of the Client.
Company will comply fully with all applicable laws, regulations, and government orders relating to personally identifiable information (“PII”) and data privacy with respect to any such data that Company receives or has access to under this Agreement or in connection with the performance of any services for Client.
Company will otherwise protect PII and will not use, disclose, or transfer across borders such PII except as necessary to perform under the Agreement or as authorized by the data subject or in accordance with applicable law. To the extent that Company receives PII related to the performance of the Agreement, Company will protect the privacy and legal rights of Client’s personnel, clients, customers, and contractors.
Company and Client each agree to comply with all applicable data privacy laws, including but not limited to the California Consumer Privacy Act (CCPA), and any other applicable state or federal privacy regulations, with respect to personal information collected from Members. Each party shall maintain appropriate technical and organizational measures to protect Member personal information from unauthorized access, disclosure, or loss. Company shall not be held liable for any loss or damage incurred because of a data breach, except to the extent such breach is a result of the acts or omissions of Company.
This Agreement shall commence on the Launch Date and continue for an initial term of one (1) year, renewing automatically for successive one-year terms unless terminated by either party in accordance with the Termination Agreement section herein.
This Agreement shall automatically renew for successive one-year terms unless canceled by Client. Clients may cancel at any time by providing written notice as set forth herein. By executing this Agreement, Client acknowledges and agrees to such automatic renewal. The Company will provide clear notice of renewal terms in accordance with applicable law.
Client may terminate this Agreement at any time upon written notice to Company (the “Effective Date of Termination”).
Client shall be entitled to receive all earned but unpaid Membership Fees, Digital Gift Card sales, and Merchant Cash Back Rewards generated through the Fan+ Platform up to and including the Effective Date of Termination, which shall be paid in accordance with the standard payment schedule.
As of the Effective Date of Termination:
Client may terminate this agreement at any time via a written correspondence to Company at the email address listed below or at any other address that Company makes known to Client:
IntrActvMrktg, LLC, d/b/a TapNPay+
Email: support@tapnpayplus.com
All Members who joined the Fan+ Platform through Client shall retain uninterrupted access to the TapNPay+ platform and associated benefits following termination, including the ability to continue renewing their Membership.
Following termination, such Members may be designated as general TapNPay+ members or may affiliate with other available programs within the platform.
Notwithstanding the foregoing, Company may, at its sole discretion, elect to provide Client with limited transition support, which may include continued revenue participation or other accommodations, as determined by Company on a case-by-case basis.
Nothing in this Agreement shall obligate Company to provide such support, and any such support shall not create a precedent or ongoing obligation for Company in any other instance.
COMPANY SHALL NOT BE LIABLE EXCEPT IN CASES OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATIONS OF APPLICABLE LAW OR FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY WORK PERFORMED UNDER THIS AGREEMENT. CLIENT’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR A PERIOD OF TWELVE (12) MONTHS FOR SUCH NON-CONFORMING SERVICES.
NOTHING IN THIS LIMITATION OF LIABILITY SHALL LIMIT EITHER PARTY’S OBLIGATIONS OR LIABILITY ARISING UNDER APPLICABLE CONSUMER PROTECTION STATUTES, DATA PRIVACY LAWS, OR REGULATORY REQUIREMENTS, INCLUDING WITHOUT LIMITATION THE CALIFORNIA CONSUMER PRIVACY ACT.
Client agrees to indemnify, defend, and hold harmless Company from and against any and all claims, damages, liability, losses, and expenses, including reasonable attorneys’ fees, court costs, and disbursements (“Claims”) arising from a negligent act of Client or Client’s material breach of any terms of this Agreement. Client’s indemnification obligations shall expressly include any claims, damages, or regulatory actions arising from Client’s invitation of individuals under the age of 18 to the Fan+ Platform, regardless of whether such invitation was intentional.
Company acknowledges that it may be necessary for Client to disclose certain confidential and proprietary information to Company for Company to perform the Services under this Agreement (“Confidential Information”). Company acknowledges that disclosure to a third party or misuse of this confidential Information would irreparably harm Client. Accordingly, Company will not disclose or use, either during or after the term of this Agreement, any confidential information of Client without Client’s prior written permission except to the extent necessary to perform Services on Client’s behalf.
Under this Agreement, Confidential Information does not include any information that (i) becomes generally known to and available for use by the public other than as a result of Company’s acts or omissions to act, or (ii) is required to be disclosed pursuant to any applicable law or court order.
Each party agrees to comply with all applicable federal, state, and local laws and regulations in connection with its performance under this Agreement, including but not limited to consumer protection laws, data privacy regulations, and financial services regulations applicable in the jurisdictions where each party operates.
This Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Allegheny County, Pennsylvania. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.
Notwithstanding the foregoing, nothing in this Agreement shall be construed to limit or waive any rights available to Client or Members under applicable state law, including without limitation the California Consumer Privacy Act or any other applicable consumer protection statute.
If Company incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due under this Agreement, Client agrees to reimburse Company for all such costs, expenses and fees.
If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic, or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties.
The Parties agree that this Agreement may be executed electronically. Client’s electronic submission of this Agreement, including the recorded IP address and timestamp, shall constitute a valid and binding signature for all purposes. Client represents that the individual executing this Agreement electronically is authorized to bind Client to its terms. The Parties further agree that electronic records of execution shall be admissible as evidence of the Agreement in any legal proceeding.
By submitting this Agreement electronically, Client represents and warrants that: (1) the individual submitting this Agreement is authorized to bind Client to its terms; (2) Client has read, understood, and agrees to all terms and conditions set forth herein; and (3) Client’s electronic submission, including the recorded IP address and timestamp, constitutes a valid and binding electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.
| Entity | IntrActvMrktg, LLC, d/b/a TapNPay+ |
| Executed by | [Authorized Signatory Name] |
| Title | [Title] |
| IP Address | [System-recorded] |
| Timestamp | [System-recorded] |
| Date | [System-recorded] |
| Executed by | [Auto-populated: Full Name] |
| Title | [Auto-populated: Title] |
| IP Address | [System-recorded] |
| Timestamp | [System-recorded] |
| Date | [System-recorded] |