Merchant Agreement

Effective Date: July 1, 2026

This Merchant Agreement (this “Agreement”) is entered into as of the Effective Date set forth above by and between The O’Connor Company LLC, a Colorado limited liability company, doing business as Denver Deals (“Denver Deals,” “we,” “us,” or “our”), and the business entity or individual that creates a merchant account on the Service (“Merchant,” “you,” or “your”). Denver Deals and Merchant are each referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals. Denver Deals operates an online and mobile platform that connects local businesses with consumers in the Denver, Colorado metropolitan area through time-limited promotional offers (“Deals”). Merchant desires to access and use the Denver Deals merchant platform to publish and manage Deals in accordance with the terms and conditions set forth herein. In consideration of the mutual covenants, representations, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

Acceptance. By creating a merchant account, accessing the merchant features of the Service, or publishing a Deal, Merchant agrees to be bound by this Agreement in its entirety. If Merchant does not agree to all terms of this Agreement, Merchant must not create a merchant account or use the merchant features of the Service. This Agreement governs Merchant’s 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, each as amended from time to time, are incorporated herein by reference; in the event of a conflict between this Agreement and those policies, this Agreement controls with respect to matters specific to merchants.

1. Eligibility and Account Registration

Eligibility Requirements. To be eligible to create and maintain a merchant account, Merchant must, at all times during the term of this Agreement:

• Be a legally registered business entity operating a verified physical business location within the Denver, Colorado metropolitan area, as defined by Denver Deals in its sole discretion;
• Have full power and authority to enter into and perform this Agreement and to bind the Merchant to the obligations set forth herein; and
• Successfully pass Denver Deals’ location verification process, which utilizes Google Places or such other verification service as Denver Deals may designate, to confirm the physical existence and address of Merchant’s business.

Discretion to Decline or Revoke. Denver Deals reserves the right, in its sole and absolute discretion, to decline any application for merchant status or to revoke an existing merchant account at any time, subject to the termination provisions set forth in Section 8 of this Agreement. Merchant represents and warrants that all information provided in connection with its merchant account application and profile is accurate, complete, and not misleading, and Merchant agrees to promptly update such information as necessary to maintain its accuracy.

2. Subscription, Fees, and Pricing Tiers

2.1 Pricing Model

Denver Deals employs a results-based monthly pricing model. Merchant’s monthly charges are determined by the number of verified walk-ins Merchant’s account generates during a given calendar month. For purposes of this Agreement, a “Verified Walk-In” means either (a) a shopper who holds an active claim on a specific Deal and who is verified by Denver Deals’ systems to be within one hundred fifty (150) feet of Merchant’s business location during the applicable redemption window, or (b) a shopper who redeems a Today’s Special offer through such verification flow and is recorded by Denver Deals’ systems as a verified in-person redemption at Merchant’s business location during the applicable redemption window. Verified Walk-In counts are determined conclusively by Denver Deals’ records and do not require manual confirmation by Merchant’s staff, subject to the billing dispute procedures set forth in Section 2.11 of this Agreement.

2.2 Monthly Billing Tiers

The following tiers apply to Merchant’s monthly charges based on Merchant’s total Verified Walk-Ins in the applicable calendar month:

2.3 Billing Cycle

Charges are calculated based on Merchant’s total Verified Walk-In count for the applicable calendar month, measured from 12:00 a.m. Mountain Time on the first day of the month through 11:59 p.m. Mountain Time on the last day of the month. Invoices are generated on the first business day of the following calendar month and collected by Denver Deals against the payment method on file in accordance with Section 2.5 of this Agreement.

2.4 Retroactive Tier Determination

Merchant’s applicable billing tier is determined by Merchant’s final Verified Walk-In count at the close of each calendar month. In the event Merchant’s count increases into a higher tier at any point during a calendar month, the higher tier rate shall apply to the entirety of that calendar month, including Verified Walk-Ins already counted prior to the tier threshold being crossed.

2.5 Payment Method Requirement

Merchant must maintain a valid payment method on file with Denver Deals at all times as a condition of publishing Deals on the Service. Payment information is stored and processed by Stripe, Inc. (“Stripe”) pursuant to Stripe’s then-current terms and privacy policy. Denver Deals does not store Merchant’s payment card details. By providing a payment method, Merchant authorizes Denver Deals to instruct Stripe to charge all amounts due under this Agreement to such payment method.

2.6 Projected Monthly Charge Dashboard

Denver Deals will make available through the merchant dashboard a real-time display of Merchant’s current month-to-date Verified Walk-In count together with the monthly charge then projected to apply based on that count. This dashboard disclosure is provided for Merchant’s convenience and planning purposes only, may update with reasonable system latency, and does not constitute a guarantee or a final billing determination. Merchant’s final monthly charge remains subject to Merchant’s final Verified Walk-In count at month-end and Denver Deals’ records under this Agreement.

2.7 No Transaction Fees

Denver Deals does not charge Merchant a percentage of Merchant’s sales or any per-transaction fee. The monthly charges described in Section 2.2 constitute the entirety of fees owed under this Agreement, except as otherwise set forth in a signed pricing addendum pursuant to Section 2.13.

2.8 Taxes

All fees stated in this Agreement are exclusive of applicable federal, state, and local taxes, levies, and duties (“Taxes”). Merchant is solely responsible for all Taxes associated with Merchant’s business operations and the transactions between Merchant and shoppers. Notwithstanding the foregoing, Denver Deals shall be responsible for collecting and remitting any Taxes that Denver Deals is required by applicable law to collect on its fees.

2.9 Failed Payments

In the event a payment fails, Denver Deals will retry collection in accordance with Stripe’s then-current standard retry schedule. Following repeated failed payment attempts, Denver Deals reserves the right, in its sole discretion, to (a) suspend Merchant’s ability to publish new Deals, (b) limit Merchant’s access to merchant features of the Service, or (c) terminate this Agreement pursuant to Section 8, in each case until all outstanding amounts have been paid in full. Merchant shall be responsible for any costs reasonably incurred by Denver Deals in collecting overdue amounts.

2.10 Changes to Pricing

Denver Deals reserves the right to modify pricing tiers, pricing amounts, tier thresholds, or billing methodologies upon reasonable prior written notice to Merchant. Unless a different effective date is expressly stated in the notice, such changes shall become effective no earlier than thirty (30) days after notice is provided to Merchant. Merchant’s continued use of the Service after the effective date of any pricing change shall constitute Merchant’s acceptance of such change. If Merchant does not agree to a pricing change, Merchant’s sole remedy is to terminate this Agreement in accordance with Section 8.2.

2.11 Billing Disputes

Merchant may dispute its monthly Verified Walk-In count by submitting a written dispute to Denver Deals at support@denverdeals.app within thirty (30) days following the applicable billing date (the “Dispute Period”). Any dispute not submitted within the Dispute Period shall be deemed waived and Merchant shall have no further right to contest such charge. Upon timely receipt of a dispute, Denver Deals will review the underlying records for the disputed billing period, including GPS verification data and system logs. If Denver Deals determines, in its reasonable judgment, that a discrepancy resulted from a technical error, duplicate record, or other verifiable system error attributable to Denver Deals, Denver Deals will issue a credit to Merchant’s account for application against a future billing cycle. For the avoidance of doubt, no cash refunds will be issued under any circumstances. Denver Deals’ determination following a good-faith review shall be final and binding, subject to Section 11.

2.12 Reporting Visibility

Merchant dashboard data, including Verified Walk-In counts and timestamps, is provided for informational and monitoring purposes only to assist Merchant in tracking its performance and identifying potential billing questions. Denver Deals makes no representation or warranty as to the real-time accuracy of dashboard data. For all final billing determinations under this Agreement, Denver Deals’ internal records shall govern and control.

2.13 Special Pricing Arrangements

In the event Merchant has a fully executed written pricing addendum on file with Denver Deals (a “Pricing Addendum”), the terms of such Pricing Addendum shall govern and control with respect to the matters expressly addressed therein. This Section 2 shall apply in full to all matters not expressly addressed by a Pricing Addendum. In the event of a conflict between a Pricing Addendum and this Agreement, the Pricing Addendum shall control solely with respect to pricing terms.

3. Deal Posting Rules and Standards

3.1 General Obligations

By publishing a Deal on the Service, Merchant represents, warrants, and agrees to the following:

• Accuracy. The Deal title, description, discount, and all associated materials must accurately and completely reflect the goods or services that shoppers will receive upon redemption. Merchant shall not use misleading, deceptive, or fraudulent language in any Deal posting.
• Inventory Commitment. Merchant unconditionally commits to honoring every valid claim submitted by a shopper, up to the total quantity of redemptions Merchant makes available for a given Deal. Merchant shall not publish a Deal unless Merchant has sufficient inventory, capacity, or resources to fulfill all claims up to the stated quantity.
• Deal Duration. Each Deal becomes active at the start time designated by Merchant and expires at the expiration time automatically generated by the Service based on the duration selected by Merchant at the time of posting. Merchant is responsible for ensuring that the designated start time and duration are accurate and consistent with Merchant’s operational availability.
• Independent Redemption Window. Each shopper who claims a Deal is entitled to a forty-five (45) minute redemption window commencing at the time of claim, which window operates independently of the Deal’s posted end time. Merchant expressly agrees to honor all valid in-window claims presented by shoppers, even if such claims are presented after the Deal’s posted expiration time, provided that the shopper’s individual redemption window has not yet expired.
• No Modification of Active Deals. Once a Deal is in an active, sold out, expired, or cancelled status, Merchant may not edit or modify any terms of such Deal. To offer a substantively different promotion, Merchant must post a new Deal. Merchant acknowledges that modifications to active Deals could cause material harm to shoppers and to the integrity of the platform.
• Cancellation. In the event Merchant cancels a Deal, all active shopper claims associated with such Deal will be immediately voided, and affected shoppers will receive a push notification through the Service. Merchant acknowledges that cancellation adversely impacts shopper experience and the reputation of the platform. Accordingly, Merchant shall use the cancellation feature only in genuine emergency or unforeseen supply circumstances and shall not use cancellation as a mechanism to retract or avoid honoring a validly published Deal.
• Legal Compliance. All Deals published by Merchant must comply in all respects with applicable federal, state, and local laws and regulations, including without limitation alcohol licensing laws, age restriction requirements, advertising and marketing regulations, pricing and discounting laws, and consumer protection statutes. With respect to any Deal relating to the sale or promotion of alcoholic beverages, Merchant is solely and exclusively responsible for compliance with all applicable Colorado liquor laws, local ordinances, and age-verification obligations. Denver Deals does not verify, monitor, or make any warranty or representation that any alcohol-related Deal complies with applicable law, and Denver Deals shall bear no liability for any non-compliance by Merchant.
• Prohibited Content. Notwithstanding the foregoing, Merchant shall not publish Deals that promote or involve tobacco products, vaping products, cannabis or cannabis-derived products (unless and until expressly enabled by Denver Deals in writing with appropriate compliance controls in place), firearms or ammunition, adult or sexually explicit content, or any unlawful good, service, or activity. Denver Deals reserves the right to remove any Deal that it determines, in its sole discretion, violates this Section 3.1 or any other provision of this Agreement.

4. Redemption Process

4.1 In-Person Redemption

Shoppers redeem Deals in person by presenting Merchant with the live Denver Deals application screen on their mobile device. Upon the shopper’s arrival within the vicinity of Merchant’s business location, the Denver Deals application transitions to a live arrival screen confirming the shopper’s active claim and authenticating the redemption.

4.2 Anti-Screenshot Measures

The live arrival screen incorporates anti-screenshot and anti-replay measures designed to enable Merchant to verify that the screen displayed is a live, authenticated session and not a static image, screenshot, or recording. Merchant acknowledges that these measures are a component of the platform’s integrity controls.

4.3 Obligation to Honor Valid Redemptions

Merchant agrees to honor a Deal only upon presentation of a valid, live arrival screen within the shopper’s forty-five (45) minute redemption window. Merchant shall not honor a Deal presented via screenshot, recording, or any means other than a valid live arrival screen generated by the Denver Deals application.

4.4 No Out-of-App Discounts

Merchant agrees not to provide the discounted good or service that is the subject of a Deal to any individual except in direct response to a valid in-app redemption screen presented in accordance with Section 4.3. Merchant shall not offer the Deal discount through any alternative channel, verbal commitment, or written communication outside of the Service.

5. Merchant Responsibilities to Shoppers

5.1 General Responsibility

Merchant is solely and exclusively responsible for the quality, safety, legality, and fitness of the goods and services Merchant provides to shoppers, and for Merchant’s business’s compliance with all applicable laws, regulations, licenses, permits, and industry requirements. Denver Deals expressly disclaims any responsibility for the goods and services provided by Merchant. Merchant agrees to:

• Honor each and every valid shopper claim in accordance with the Deal terms as published, without discrimination or substitution;
• Treat all shoppers fairly, courteously, and in full compliance with all applicable anti-discrimination laws and regulations, including but not limited to the Civil Rights Act of 1964, the Americans with Disabilities Act, and all applicable state and local equivalents;
• Promptly and in good faith address and resolve any disputes arising between Merchant and shoppers in connection with a Deal or its redemption. Denver Deals may, in its sole discretion and without obligation, provide assistance with mediation of merchant-shopper disputes, but Denver Deals’ involvement in any such dispute shall not create any liability or obligation on the part of Denver Deals;
• Maintain in full force and effect all licenses, permits, approvals, certifications, and insurance policies required by applicable law to legally operate Merchant’s business and to provide the specific goods or services offered in any Deal published on the Service; and
• Implement, maintain, and follow all legally required age-verification and access-control procedures for any age-restricted goods or services, including without limitation alcoholic beverages, tobacco products, or any other goods or services subject to age restrictions under applicable law.

5.2 Legal Compliance

Merchant shall ensure that all Deals, advertising, pricing, redemption practices, and fulfillment of shopper obligations comply in all respects with applicable federal, state, and local laws and regulations and do not infringe upon or violate any third-party intellectual property rights, privacy rights, or other legally cognizable interests.

5.3 Denver Deals Not a Party to Transactions

Merchant acknowledges and agrees that Denver Deals is not a party to, and bears no responsibility for, the underlying commercial transaction between Merchant and any shopper. Denver Deals serves solely as a platform intermediary and does not act as an agent, representative, or guarantor of either Merchant or any shopper with respect to any transaction consummated through the Service.

6. Intellectual Property and Data

6.1 Merchant Content

As between the Parties, Merchant retains all right, title, and interest in and to Merchant’s business information, logos, trademarks, Deal descriptions, images, and other content submitted by Merchant to the Service (collectively, “Merchant Content”). By submitting Merchant Content to the Service, Merchant hereby grants Denver Deals a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, display, distribute, reproduce, and promote such Merchant Content as reasonably necessary to operate, maintain, and market the Service. This license terminates with respect to new uses of Merchant Content upon the closure of Merchant’s account; provided, however, that this license shall survive with respect to Merchant Content that has already been distributed, shared, or cached by third parties prior to account closure. Merchant represents and warrants that Merchant Content does not infringe any third-party intellectual property rights and that Merchant has all necessary rights to grant the foregoing license.

6.2 Denver Deals Intellectual Property

As between the Parties, Denver Deals retains all right, title, and interest in and to the Service, including all software, technology, trademarks, trade names, logos, documentation, and all improvements, modifications, and derivative works thereof (collectively, “Denver Deals IP”). Merchant receives no rights in or to Denver Deals IP except for the limited right to access and use the Service as expressly set forth in this Agreement. Merchant shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.

6.3 Feedback

If Merchant provides Denver Deals with any suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Service (“Feedback”), Merchant hereby grants Denver Deals a perpetual, irrevocable, royalty-free, fully paid, worldwide license to use, incorporate, and exploit such Feedback for any purpose, without restriction or compensation to Merchant.

7. Acceptable Use

7.1 Prohibited Conduct

In connection with Merchant’s use of the Service, Merchant shall not, directly or indirectly:

• Misrepresent Merchant’s identity, business, location, offerings, qualifications, or any other material information in Merchant’s account profile or any Deal posting;
• Publish Deals that Merchant does not have a genuine, good-faith intention and operational ability to honor;
• Use the Service for any purpose other than legitimate business purposes directly related to Merchant’s participation on the platform, or harvest, collect, retain, or use shopper information, data, or contact details for any purpose outside of the permitted redemption flow or as otherwise expressly authorized by applicable law;
• Attempt to circumvent, defeat, or manipulate the platform or Denver Deals’ billing, verification, or tracking systems, including without limitation by directing shoppers to redeem Deals outside of the application, offering off-platform discounts as a substitute for platform-based redemptions, or otherwise attempting to reduce Merchant’s Verified Walk-In count or reported platform activity;
• Interfere with, disrupt, or attempt to gain unauthorized access to the Service, its underlying systems, or any other user’s account; or take any action that imposes an unreasonable or disproportionate burden on Denver Deals’ infrastructure.

7.2 Consequences of Violations

Violations of this Section 7 or any other provision of this Agreement may result, in Denver Deals’ sole discretion, in the immediate suspension or permanent termination of Merchant’s account, removal of Deals, and forfeiture of any pre-paid fees, without refund. Denver Deals reserves the right to investigate suspected violations and to cooperate with law enforcement authorities in connection with any investigation of suspected unlawful activity.

8. Term and Termination

8.1 Term

This Agreement commences on the date Merchant creates its merchant account and continues in full force and effect until terminated by either Party in accordance with this Section 8.

8.2 Termination by Merchant

Merchant may terminate this Agreement at any time by cancelling its merchant account through the merchant settings interface of the Service. Such cancellation will take effect at the end of the then-current paid billing period. Denver Deals does not provide pro-rated refunds for any unused portion of a billing period.

8.3 Termination by Denver Deals

Denver Deals may, in its sole discretion: (a) immediately suspend or terminate Merchant’s account upon written notice for material breach of this Agreement, a pattern of shopper complaints, fraud, misrepresentation, or unlawful activity by Merchant; or (b) terminate this Agreement without cause upon thirty (30) days’ prior written notice to Merchant. For purposes of clause (a), “material breach” includes without limitation repeated failure to honor valid claims, violation of Section 3 or Section 7, or failure to maintain required licenses or insurance.

8.4 Effect of Termination

Upon the effective date of any termination: (a) all of Merchant’s active Deals will be immediately deactivated; (b) Merchant’s access to the merchant features of the Service will be discontinued; and (c) all outstanding fees accrued through the termination date will become immediately due and payable. Notwithstanding the foregoing, shopper claims that were submitted within the applicable redemption window prior to termination shall remain valid for their respective forty-five (45) minute windows and Merchant agrees to honor such claims. The following Sections shall survive any expiration or termination of this Agreement in accordance with their terms: Section 2 (with respect to payment obligations accrued prior to termination), Section 5.3, Section 6, Section 7.2, this Section 8.4, Section 9, Section 10, Section 11, and Section 12.

9. Disclaimers and Limitation of Liability

9.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DENVER DEALS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DENVER DEALS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. MERCHANT’S USE OF THE SERVICE IS AT MERCHANT’S SOLE RISK.

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL DENVER DEALS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE TO MERCHANT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF DENVER DEALS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) DENVER DEALS’ AGGREGATE LIABILITY TO MERCHANT FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY MERCHANT TO DENVER DEALS IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION 9.2 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, DENVER DEALS’ LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

10. Indemnification

Indemnification by Merchant. Merchant shall defend, indemnify, and hold harmless Denver Deals and its members, officers, directors, employees, agents, successors, and assigns (collectively, “Denver Deals Indemnitees”) from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and court costs) (“Losses”) incurred by or asserted against any Denver Deals Indemnitee arising out of or relating to: (a) the goods or services Merchant provides to shoppers; (b) any Deal Merchant publishes on the Service; (c) Merchant’s breach of any representation, warranty, covenant, or obligation under this Agreement; (d) Merchant’s violation of any applicable law or regulation; or (e) Merchant’s infringement or misappropriation of any third-party intellectual property, privacy, or other proprietary rights. Denver Deals reserves the right, at its own expense, to assume exclusive control of the defense of any matter subject to indemnification by Merchant, in which case Merchant agrees to cooperate fully with Denver Deals in such defense.

11. Dispute Resolution; Arbitration; Class Action Waiver

11.1 Governing Law

This Agreement and all disputes arising hereunder or in connection with the Service shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to any choice-of-law or conflict-of-law rules that would cause the application of the laws of any other jurisdiction.

11.2 Binding Arbitration

Except for (a) eligible individual claims properly brought in a small claims court of competent jurisdiction, and (b) claims relating to intellectual property rights, misappropriation of confidential information, unauthorized access to the Service, or requests for temporary, preliminary, or injunctive relief, any dispute, claim, or controversy arising out of or relating to this Agreement, the Service, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, “Disputes”) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules (or such other AAA rules as the AAA determines to be applicable), as modified by this Agreement. The arbitration shall be conducted by a single arbitrator and shall take place in Denver County, Colorado, unless the Parties mutually agree to an alternative location or to proceed by videoconference. The language of the arbitration shall be English. The arbitrator’s award shall be final and binding upon the Parties and may be entered as a judgment in any court of competent jurisdiction. For the carve-out claims described in clauses (a) and (b) above, the Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Denver County, Colorado, and waive any objection to the laying of venue of any such proceeding in such courts.

11.3 Class Action and Representative Proceeding Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE MUST BE BROUGHT IN THAT PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, COORDINATED ACTION, CONSOLIDATED PROCEEDING, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH PARTIES EXPRESSLY AGREE OTHERWISE IN WRITING, THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO CONSOLIDATE MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

11.4 Severability of Arbitration Provisions

If any portion of this Section 11 is found by a court of competent jurisdiction to be unenforceable as applied to a particular claim or requested remedy, that specific portion shall be severed, and the remainder of this Section 11 shall continue in full force and effect and shall be applied to the fullest extent permitted by applicable law. Notwithstanding the foregoing, in the event that the class action and representative proceeding waiver set forth in Section 11.3 is found unenforceable with respect to any claim for which such waiver is material, the affected claim shall proceed exclusively in the state or federal courts of competent jurisdiction located in Denver County, Colorado, and not in arbitration.

12. Changes to This Agreement

Amendments. Denver Deals reserves the right to amend or update this Agreement from time to time in its sole discretion. Notice of material changes will be provided to Merchant by email to the address on file and/or through a notification within the Service at least thirty (30) days prior to the effective date of such changes, unless a shorter notice period is required by applicable law or is necessary to address an immediate security concern, fraud, or abuse of the Service. Non-material changes (including typographical corrections, reorganization, or clarifications that do not substantively alter Merchant’s rights or obligations) may be made at any time without advance notice. The then-current version of this Agreement shall be available through the merchant portal. Merchant’s continued access to or use of the merchant features of the Service following the effective date of any amendment shall constitute Merchant’s binding acceptance of such amendment. If Merchant does not agree to an amendment, Merchant’s sole remedy is to terminate this Agreement pursuant to Section 8.2 prior to the amendment’s effective date.

13. General Provisions

13.1 Notices

All notices, requests, and other communications under this Agreement shall be in writing. Denver Deals may provide notices to Merchant via email to the address on file, via the merchant portal, or via push notification through the Service. Merchant shall direct all notices to Denver Deals at merchants@denverdeals.app or at such other address as Denver Deals may designate by notice. Notices sent by email shall be deemed received upon transmission, absent a delivery failure notification.

13.2 Entire Agreement

This Agreement, together with any applicable Pricing Addendum, the Denver Deals Terms of Service, and the Denver Deals Privacy Policy, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter.

13.3 Severability

If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

13.4 Waiver

No failure or delay by either Party in exercising any right, remedy, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or privilege preclude any further or future exercise thereof or the exercise of any other right, remedy, or privilege.

13.5 Assignment

Merchant may not assign or transfer this Agreement or any of Merchant’s rights or obligations hereunder, whether by operation of law or otherwise, without Denver Deals’ prior written consent. Denver Deals may freely assign this Agreement, in whole or in part, including in connection with a merger, acquisition, or sale of all or substantially all of Denver Deals’ assets, without Merchant’s consent. Any purported assignment in violation of this Section 13.5 shall be null and void.

13.6 Force Majeure

Neither Party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond such Party’s reasonable control, including without limitation acts of God, natural disasters, pandemic, epidemic, governmental action, war, civil unrest, labor disputes, or failures of third-party telecommunications or internet service providers, provided that the affected Party promptly notifies the other Party of the force majeure event and uses commercially reasonable efforts to resume performance as soon as practicable.

13.7 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Neither Party shall have the authority to bind the other Party or to incur any obligation on behalf of the other Party.

13.8 Electronic Agreement

Merchant acknowledges that this Agreement is entered into electronically and agrees that electronic acceptance (including clicking “I agree” or creating a merchant account) constitutes a valid and binding signature with the same legal force and effect as a handwritten signature under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Colorado Uniform Electronic Transactions Act.