Merchant Agreement

Effective date: April 12, 2026

[REVIEW — NOT LEGAL ADVICE] This document is a working draft prepared for product use. It must be reviewed by qualified legal counsel before public release.

This Merchant Agreement (“Agreement”) is entered into between Denver Deals (“Denver Deals,” “we,” or “us”) and the business that creates a merchant account on the Service (“Merchant,” “you”). It governs your access to and use of the merchant features of the Denver Deals platform, including the merchant web portal at denverdeals.app and the merchant interface of the Denver Deals mobile application (together, the “Service”). The Denver Deals Terms of Service and Privacy Policy are incorporated by reference; in the event of a conflict, this Agreement controls for matters specific to merchants.

By creating a merchant account or publishing a Deal, you accept this Agreement.

1. Eligibility

To create a merchant account you must:

• Be a legally registered business operating a verified physical location within the Denver, Colorado metropolitan area.
• Have authority to bind the business to this Agreement.
• Pass our location verification, which uses Google Places to confirm the physical existence and address of your business.

We may decline or revoke merchant status at our sole discretion.

2. Subscription, fees, and founding-merchant pricing

• Standard subscription: US$50 per month per location, billed monthly via Stripe in advance.
• Founding-merchant promotion (pilot launch): during the Denver Ballpark District pilot, the first month is free for merchants who onboard during the pilot window. The discounted month is one-time and not recurring.
• Taxes are your responsibility. Stated prices are exclusive of any applicable taxes.
• Failed payments. If a payment fails, we will retry per Stripe’s standard schedule. After repeated failures we may suspend your ability to publish new Deals until payment is current.
• No transaction fees. We do not currently take a percentage of your sales. We may add transaction-based pricing in the future on no less than thirty (30) days’ notice; you will have the right to cancel before any new pricing takes effect.

3. Deal posting rules

When you publish a Deal you agree to the following:

• Truthful description. The Deal title, description, and discount must accurately reflect what shoppers will receive.
• Inventory commitment. quantityRemaining is set equal to quantityTotal at creation; you commit to honoring every claim up to that quantity.
• Time window. A Deal becomes active at startedAt and ends at endsAt = startedAt + durationMinutes.
• Independent redemption window. Each shopper who claims a Deal has forty-five (45) minutes from the time of claim to redeem it, regardless of when the Deal itself ends. You agree to honor valid in-window claims even if the Deal’s posted end time has passed.
• No editing active Deals. Once a Deal is active, sold_out, expired, or cancelled, you cannot edit it. To run a substantively different offer, post a new Deal.
• Cancellation notifies all claimants. If you cancel a Deal, all active claims are voided and the affected shoppers receive an immediate push notification. Use cancellation only when necessary (e.g., emergency, supply issue), not to back out of a published offer.
• Lawful offers. Deals must comply with all applicable laws, including but not limited to alcohol licensing, age restrictions, advertising regulations, and consumer protection laws. Alcohol Deals must comply with Colorado liquor law.
• No prohibited categories. Deals may not promote tobacco, vaping products, cannabis (until expressly enabled by Denver Deals with appropriate compliance controls), firearms, adult content, or any unlawful good or service.

4. Redemption process

• Shoppers redeem Deals in person by presenting an in-app QR code generated from a TOTP-style token.
• You verify the QR code in your merchant interface; only valid, in-window codes will scan as accepted.
• You agree not to provide the discounted good or service except in response to a valid in-app QR redemption.

5. Merchant responsibilities to shoppers

You are solely responsible for the goods and services you provide. You agree to:

• Honor every valid claim under the Deal terms you published.
• Treat shoppers fairly and in compliance with anti-discrimination laws.
• Resolve shopper disputes in good faith. Denver Deals may, but is not obligated to, mediate.
• Maintain all licenses, permits, and insurance required to operate your business.

You acknowledge that Denver Deals is not a party to the underlying transaction between you and the shopper.

6. Your data and content

You retain ownership of your business information, logo, and Deal content. You grant Denver Deals a worldwide, non-exclusive, royalty-free license to host, display, distribute, and promote that content as necessary to operate and market the Service. This license terminates with respect to new uses when you close your merchant account, except for content already distributed (e.g., a deal-share preview already cached by a third party).

7. Acceptable use

You will not:

• Misrepresent your identity, business, or offerings.
• Publish Deals you do not intend to honor.
• Use the Service to harvest shopper information for purposes outside the redemption flow.
• Attempt to circumvent the platform (e.g., asking shoppers to redeem outside the app to avoid platform tracking).
• Interfere with the operation of the Service.

Violations may result in suspension or termination of your merchant account without refund.

8. Term and termination

This Agreement begins when you create your merchant account and continues month-to-month while your subscription is active.

• Termination by you. You may cancel at any time from your merchant settings. Cancellation takes effect at the end of the current paid period; we do not pro-rate refunds.
• Termination by us. We may suspend or terminate your account immediately for material breach of this Agreement, repeated shopper complaints, fraud, or unlawful activity. We may terminate without cause on thirty (30) days’ notice.
• Effect of termination. All active Deals are deactivated; in-window claims that have not yet been redeemed remain valid for their 45-minute window and you agree to honor them. Sections that by their nature should survive (data license for already-distributed content, indemnification, limitation of liability, governing law) survive termination.

9. Disclaimers and limitation of liability

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES. OUR TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

You agree to indemnify and hold harmless Denver Deals and its officers, employees, and agents from any claim, demand, or damages (including reasonable attorneys’ fees) arising out of: (a) the goods or services you provide to shoppers, (b) any Deal you publish, (c) your violation of this Agreement, or (d) your violation of any law or third-party right.

11. Governing law and disputes

This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles. The exclusive venue for any dispute is the state and federal courts located in Denver County, Colorado.

12. Changes to this Agreement

We may update this Agreement from time to time. Material changes will be communicated by email to the address on file at least thirty (30) days before they take effect. Continued use of the merchant features after the effective date constitutes acceptance.

13. Contact

Questions about this Agreement or the Service: merchants@denverdeals.app