Inmar Regulated Offers: Supplier/Users

Inmar Intelligence Regulated Offers Portal Access Terms

Last Updated March 22, 2024

Registering for an account with Digitus Solutions LLC (“Digitus”), a North Carolina limited liability company and an Inmar Intelligence company (“Inmar”) for the purpose of being able to access Inmar Intelligence’s online portal for regulated products (“Regulated Offers Portal”) signifies your (“Client’s”) agreement with the following terms (“Terms”). The registration information you submitted together with these Terms constitutes the parties’ agreement with respect to accessing the Regulated Offers Portal (“Access Agreement”). Additional terms, which will accompany the submission of a promotional offer via the online offer setup functionality (“Worksheet”) of the Regulated Offers Portal, will govern each promotional offer.

Modification of the Terms. We reserve the right, at our discretion, to change these Terms or any other additional online terms related to the Regulated Offers Portal on a going-forward basis at any time. Please check the Terms periodically for changes. Your continued use of the Regulated Offers Portal after such changes become effective constitutes your binding acceptance of such changes. Modifications are effective upon publication.
Regulated Products and Alcoholic/Adult Beverages
1. Access to the Regulated Offers Portal allows Client to set up different types of promotional offers for different types of regulated products in different states (“Regulated Offer(s)”), which will be subject to the additional Terms for Load to Card Cash Back Offers, Instantly Redeemable Coupons, and Cash Back Offers.
2. Client acknowledges and agrees that the availability for selection of a state, type of promotional offer, and/or type of regulated product does not constitute any legal guidance or advice from Inmar as to the permissibility of such an offer.
3. Client shall be solely responsible for compliance with all federal, state and local law, rules or industry regulations regarding any regulated products including but not limited to alcoholic or adult beverages.
4. For adult beverages, Client warrants that adult beverage being promoted is able to be legally sold to adult consumers in the U.S. Client further warrants the product’s labeling and packaging will be compliant with the regulations of the Alcohol and Tobacco Tax and Trade Bureau (“TTB”) and with all applicable state and local laws and regulations. Any and all statements, claims and information appearing on the product labeling and in any Client-owned, Brand Owner-owned, or Client-approved marketing materials regarding the adult beverage product will be truthful and accurate.
5. If the content will be used in connection with any sweepstakes, contest or other promotion to consumers conducted by or for Client (collectively “Regulated Product or Adult Beverage Promotions”), Client will be solely responsible for ensuring that such Regulated Product or Adult Beverage Promotions will comply with all applicable state and federal laws and regulations, including specifically, but not limited to, any rules or written policies established by alcoholic beverage or other regulatory agencies with jurisdiction over the Regulated Product or Adult Beverage Promotions.
Access Fee. Upon receipt of the one-time setup and access fee of $1,500, Client will be provided with access to the Regulated Offers Portal. lnmar grants to Client a limited; non-exclusive, non-transferable, non-sublicensable right to access and use the Regulated Offers Portal in accordance with this Access Agreement for Client's internal business purposes during the Term.
Access Credentials. Client will determine which employees shall have access to the Regulated Offers Portal ("Authorized Users'). Client shall not permit Authorized Users to share user names or passwords ("Credentials"). Client is responsible for all activities that occur under Client's Authorized User accounts, including without limitation, maintaining the security and confidentiality of the Credentials and preventing unauthorized access to the Regulated Offers Portal. Client shall notify lnmar promptly if it becomes aware of any unauthorized use of Credentials. Client shall not grant access to any third party. If Client desires for a third party to have access to the Regulated Offers Portal, Client may make a request to Inmar in writing, and Inmar may grant the third party such access at its sole discretion.
Monthly Maintenance Fees. Unless otherwise agreed, Client agrees to pay a one-time setup and access fee of $1,500 for access to the Regulated Offers Portal. Unless otherwise agreed, Client also agrees during the Term to pay monthly maintenance fees of $250 for access to the Regulated Offers Portal, but such monthly amount will be waived for the month if fees from Clips or Redemptions equal or exceed $250. Unless otherwise agreed, Client agrees to pay Inmar invoices upon receipt. All invoices not paid by Client by the Inmar invoice date are subject to a past due charge of one and one-half percent (1½%) per month or the maximum rate permitted by law. In the event that any Inmar invoice is collected by or through an attorney or collections agent, Inmar shall be entitled to recover reasonable attorneys’ fees and the cost of collection.
Restrictions. Client shall not, shall not attempt to, and shall not allow any Authorized User or third party to (i) interfere in any manner with the operation of the Regulated Offers Portal or the hardware or network used to provide the Regulated Offers Portal; (ii) copy, modify, alter, or make derivative works based on any part of the Regulated Offers Portal; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any component of the Regulated Offers Portal or any associated software, or permit a third party to do any of the foregoing; (iv) allow access to the Regulated Offers Portal by any person other than an Authorized User; or (vi) remove or alter any proprietary or other notice, legend or symbol on or embedded in the Regulated Offers Portal.
Term and Termination.
1. The “Term” of this Access Agreement shall commence on the date of Client’s acceptance of the Inmar Intelligence Regulated Offers Portal Access Terms (“Effective Date”) and shall continue until: (i) terminated in writing by a Party, without cause, with at least ninety (90) days’ prior written notice to the other Party (“Termination for Convenience”); or (ii) terminated in accordance with Section 7(b) herein. In the case of a Termination for Convenience, Regulated Offer(s) currently pending shall survive the effective date of such termination.
2. This Access Agreement may be terminated by a party for cause immediately by written notice upon the occurrence of any of the following events: (a) if the other party commits a material breach of its obligations and fails to cure that breach within thirty (30) days after receiving written notice of the breach; (b) if Client fails to make any payment due to Inmar and such nonpayment continues for a period of ten (10) days after receipt of written notice from Inmar; or (c) if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding.
3. Termination will not affect any payment or performance obligation accruing or arising prior to such termination. In the event of termination, no refund shall be available or due with respect to amounts properly billed to and paid by Client prior to such termination.
Confidentiality. The parties shall each keep confidential any Confidential Information, except that the receiving party may disclose Confidential Information to its professional advisors and those persons who need to know such Confidential Information in connection with providing the Services, provided such parties are instructed to maintain the confidentiality of the Confidential Information. The term “Confidential Information” will mean proprietary and confidential information belonging to a party, including, without limitation, all documentation, specifications, surveys, design concepts, trade secrets, internal reports and communications; sales information, marketing information and promotional plans; the fees for Services; marketing techniques, marketing plans, mailing lists, purchasing information, price lists, pricing policies, quoting procedures, financial information, customer names, customer data, pricing strategies, and other materials or information relating to the manner in which such party does business; and any other materials or information related to the business or activities of such party which are not generally known to others engaged in similar businesses or activities. Confidential information shall not include information which (a) was already known to the receiving party prior to the time that it is disclosed to such party; (b) is in or has entered the public domain through no breach or other wrongful act of the receiving party; (c) has been rightfully received from a third party without breach; (d) has been approved for release by the disclosing party; or (e) is required to be disclosed pursuant to the final binding order of a governmental agency or court of competent jurisdiction, provided that the disclosing party has been given reasonable notice of the pendency of such an order and the opportunity to contest it. Each party shall promptly, as of the termination or expiration and upon request of the other party, return to the other party or destroy any such Confidential Information that is written or in tangible form (including, without limitation, all copies, summaries, and notes of contents thereof).
Intellectual Property. Each party shall own and continue to own all rights it may have in intellectual property developed, invented, gathered, or created by it before or during the Term. Except for the license grants set forth herein, nothing shall be construed to grant to either party any right, title, or interest in any intellectual property rights owned by the other party. Without limiting the foregoing, all intellectual property rights, title, and interest in the methodology, technology, and know-how that Inmar uses to fulfill its obligations herein, including all enhancements and improvements thereto, are and shall remain the exclusive property of Inmar.
Client acknowledges that all work product (including code) developed by lnmar resulting from suggestions for customizations, corrections, changes, additions or modifications and any other feedback provided by Client regarding the Regulated Offers Portal (collectively, "Feedback") are the exclusive property of lnmar, and Client hereby assigns all rights in and to any Feedback to Inmar.
Data Usage. Data collected or generated by Inmar pursuant to the Access Agreement and held by Inmar in a form that is identifiable to Client or Brand Owner shall be and shall remain the property of Client ("Client Data"). Inmar shall have a perpetual, royalty-free, non-exclusive license to use Client Data, and to aggregate, or otherwise manipulate, or create derivative works from, Client Data in a form that is not identifiable to Client. Client agrees that it will not disclose or transmit any data generated by Inmar to any third party without the prior written consent of Inmar.
Any notice required or permitted herein shall be in writing and shall be sent by a recognized commercial overnight courier, or mailed by registered or certified mail, return receipt requested, addressed to the Client contact provided to Inmar during the registration process, with a copy to Client’s General Counsel at the same address. Additionally, as to Inmar, a copy shall be sent to: Digitus Solutions LLC, 635 Vine Street, Winston-Salem, North Carolina 27101, Attn: General Counsel.
Representations and Warranties. Each party hereby represents and warrants that: (i) it is duly organized and validly existing under applicable law; (ii) it has the requisite power and authority to enter into this Access Agreement, and to consummate the transactions contemplated by the Access Agreement in accordance with its terms. In particular, if Client represents another party (“Brand Owner”), Client represents and warrants that it is authorized to act on behalf of Brand Owner with respect to all matters in connection with the Access Agreement, and Client shall be liable for any action of Brand Owner which would constitute a breach of the Access Agreement.
Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, DIGITUS AND INMAR DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES PROVIDED BY IT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, DATA ACCURACY OR SYSTEM INTEGRATION, ANY IMPLIED WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR TRADE USAGE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SERVICES PROVIDED BY DIGITUS OR INMAR ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, LOSSES, OR COSTS (INCLUDING LEGAL FEES AND EXPENSES), ASSOCIATED WITH OR ARISING FROM LOST TIME, LOST DATA, LOST SAVINGS, PROPERTY DAMAGE, LOST PROFITS, OR LOSS OF GOODWILL, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR COSTS.
Unless otherwise limited herein, the liability of a party, regardless of the form of claim or action, will not exceed the fees actually paid by Client or payable for Services provided under this Access Agreement.
Indemnification.
1. Mutual Indemnification. Except as limited herein, each party (the “Indemnitor”) agrees to defend, indemnify, and hold harmless the other party (the “Indemnitee”) and its officers, directors, and employees from and against any and all damages, losses, costs and expenses (including reasonable attorneys’ fees), judgments, and liabilities (collectively, “Expenses”) that (i) are made against or incurred by the Indemnitee in connection with a third party claim and (ii) arise out of or relate to acts or omissions of the Indemnitor in the performance of Services under this Access Agreement that constitute gross negligence or willful misconduct on the part of the Indemnitor, so long as such Expenses are not primarily caused by the Indemnitee, its officers, directors, or employees.
2. Inmar Indemnification. Inmar shall defend, indemnify, and hold harmless Client and its officers, directors, and employees from and against any and all Expenses that are made against or incurred by Client in connection with third party claims of infringement of copyright, trademark, or patent based solely and exclusively on Client’s use of products as provided or Services as delivered by Inmar, to the extent that such products or Services are used by Client in accordance with the terms and conditions herein and to the extent that such products or Services are not modified by Client or any third party. Inmar shall not have any liability to Client for any infringement or other violation of a third party right that is based in any way upon (i) the use of the product or Services in combination with other components or software not furnished by Inmar; (ii) the use of the product or Services after Client has received notice of such infringement or other violation, and Inmar has offered a replacement, modification or refund therefor, or (iii) compliance with an industry standard or communication protocol.
3. Client Indemnification. Client shall defend, indemnify, and hold harmless Inmar and its officers, directors, and employees, and its parent, subsidiaries and affiliates, from and against any and all Expenses in connection with any third-party claim arising from or related to (a) any products or services offered or sold by Client or Brand Owner, or (b) any errors or omissions with respect to any intellectual property of Client or Brand Owner.
4. Indemnification Condition. The indemnification obligations are conditioned upon (a) the Indemnitee providing the Indemnitor written notice of any claim or cause of action upon which the Indemnitee intends to base a claim of indemnification hereunder, (b) the Indemnitee providing reasonable assistance and cooperation to enable the Indemnitor to defend the action or claim hereunder, and (c) the Indemnitee refraining from making prejudicial statements associated with such claim without the prior written consent of the Indemnitor.
Miscellaneous.
1. Governing Law and Jurisdiction. This Access Agreement shall be deemed to have been executed in Winston-Salem, Forsyth County, North Carolina and shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to the conflict of law rules of such state. The parties hereto irrevocably agree that any legal action or proceeding with respect to this Access Agreement shall be brought exclusively in the courts in the State of North Carolina, and further agree to submit to the jurisdiction and venue of such courts.
2. Entire Agreement. The registration information submitted, together with these Terms, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof.
3. Modification. These Terms may not be modified except by mutual agreement of the parties in writing.
4. Force Majeure. A party shall not be considered in default or liable for fees and/or Expenses, for any failure to perform occasioned by an act of God, force of nature, physical casualty, accident, war or war-like activity, civil commotion, labor dispute, transportation delays, government action or other cause beyond the reasonable control of that party. Each party will promptly notify the other party of the occurrence of any Force Majeure that may affect its performance.
5. Waiver. Failure of either party to enforce a specific provision of this Access Agreement shall not constitute waiver of such provision or of any other provision of the Access Agreement. No waiver of any of the provisions of the Access Agreement shall be deemed to be or shall constitute a waiver of any other provision of the Access Agreement, whether or not similar, nor shall any waiver by either party of any default hereunder constitute a waiver of subsequent defaults of the same or different kind. No waiver of any provision of the Access Agreement shall be binding on the parties hereto unless it is executed in writing by the party making the waiver.
6. Severability. If any term is held to be invalid, void, or otherwise unenforceable by any court of competent jurisdiction, that holding shall in no way affect the validity or enforceability of any other term or condition unless enforcing the balance would deprive either party of a fundamental benefit of its bargain.
7. Relationship of the parties. Inmar shall act as an independent contractor in the performance of the Services, and nothing herein shall be construed to create a partnership or joint venture between Inmar and Client.
8. Assignment. Except as specifically permitted herein, a party’s obligations may not be assigned without the prior written consent of the other party, such consent not to be unreasonably withheld.