Loyalty Program Merchant Agreement

In the agreement, the dealer may provide for the possibility of temporarily modifying an essential element of the agreement only if this change is made to your advantage. All fees are payable by the merchant to AppCard and are due in accordance with the dealer contract. They are billed either on the basis of a written report available to you on the dealer`s website or by The AppCard invoice. (iv) For the purposes of this agreement, “confidential information” means any business secrets or information relating to the organization, business or finances of the discloser or third parties, including, but not exclusively, to customers and sellers whom the discloser must keep confidential; (ii) trade secrets or information relating to existing and future products, drawings, methods, formulas, technical specifications, drawings, drawings, publication projects, research, know-how, techniques, systems, databases, procedures, developments, works of authorship; (iii) information to be provided to customers, including, but not limited to, compilations of customers, members, customer agreements and the discloser, or related information about actual or potential customers; (iv) business plans, marketing plans, distribution techniques, projects; (v) cleaning treatments, other information about the discloser`s staff, financial performance data, strategic planning; (vi) all other plans or proposals and any other type of information that a reasonable person considers to be confidential information of a company operating an activity similar to that of the discloser; and (vii) all information that the discloser describes as “confidential.” It is expressly accepted that the discloser does not need to characterize a document as confidential in order for it to be considered confidential information. Statements, assurances, guarantees, neither in writing nor orally, from any source, unless they are expressly mentioned or included in them, have no validity between the parties or are binding on any of them. The parties recognize that the agreement contains all the understanding and approval of the parties. Loyalty Merchant has no right to transfer to a third party the present dealer contract or the rights and obligations of the parties to the agreement under this dealer agreement, nor to otherwise transfer Suelon`s agreement or rights and obligations without first obtaining Suelon`s prior written authorization. In addition, for the purposes of this agreement, a transfer of 50% or more of the voting shares of Loyalty Merchant (in the case of a company) is considered an assignment. Suelon also has the explicit right to provide or accept individual services or all contractual services in accordance with this commercial contract, or under this commercial contract, for one or more companies. 18.1 Any dispute in the context or under this agreement is referred by a single arbitrator to arbitration proceedings. The arbitration procedure is carried out in accordance with the rules of conduct of commercial arbitration of the Institute of Arbitrators and Mediators Australia (IAMA) and subject to these rules, in accordance with the provisions of the Commercial Arbitration Act 1984 (Vic).