Merchant Terms of Use

1. Introduction

Welcome to BrandPay.

These Merchant Terms of Use (“Terms”) govern access to and use of the BrandPay platform, its websites or applications (“Site”), as well as APIs, integrations, reward infrastructure, integrations and related services (collectively, and together with the Sites, the “Services”) provided by True Ample Limited (Hong Kong Co. No. 3065248) trading as BrandPay (“BrandPay”, “we”, “us”, or “our”).

BrandPay provides infrastructure that enables merchants, brands, venues, ecommerce businesses, retailers, hospitality operators, and related businesses (“Merchants”, “you”, or “your”) to reward customers, consumers, social media users and creators (“Consumers”) for eligible social content, engagement activity, purchases, visits and other approved interactions.

By creating an account, accessing any Services, launching a reward, or otherwise using any part of any Services, you agree to comply with and be bound by these Terms, our Privacy Policy, and any additional terms or policies incorporated by reference.

If you are entering into these Terms on behalf of a company, person or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. In that event, “you” and “your” will also refer and apply to that company, person or entity.

THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US, SO PLEASE ENSURE YOU READ THEM THOROUGHLY AND UNDERSTAND THEM PRIOR TO CONTINUING TO USE ANY SERVICES, INCLUDING CONDUCTING ANY REWARD.

By using any Services, in any way, or by conducting any reward using any Services, you understand and agree to comply with and be bound by all these Terms as of the “Last Updated Date” indicated at the start of these Terms.

If you do not agree to these Terms, you must not access or use any Services.

2. Services and Platform Role

BrandPay provides software, infrastructure, integrations, payment connectivity, moderation workflows, reporting tools, and related services designed to facilitate reward campaigns and related redemption activity.

Depending on the applicable workflow and jurisdiction:

• BrandPay may act as a processor or service provider operating aspects of the platform and reward infrastructure on behalf of Merchants; and
• Merchants may act as independent controllers or businesses responsible for their own campaigns, promotional activities, customer interactions, and related data usage.

BrandPay does not own or operate the underlying social media platforms, ecommerce platforms, payment processors, loyalty systems, or third-party applications connected to the Services.

BrandPay may modify, improve, suspend, discontinue, or update parts of the Services from time to time, including features, integrations, workflows, APIs, or platform functionality.

Where reasonably practicable, BrandPay will endeavour to minimise material disruption to active Services.

3. Merchant Eligibility, Accounts and Authorised Users

To access the Services and offer any rewards, you must:

• be legally capable of entering into legally binding agreements;
• operate a legitimate business or organisation;
• provide accurate and current registration information;
• maintain accurate account information;
• comply with all applicable laws and platform requirements; and
• create and manage an account (“Account”) through the BrandPay platform.

You are responsible for:

• maintaining the confidentiality and security of your Account;
• restricting access to authorised personnel only (“Authorised Users”);
• all activity conducted through your Account; and
• ensuring all Authorised Users comply with these Terms.

Each of your Authorised Users will be responsible and liable for all activity that occurs through your Account and the information shared by those Authorised Users. You will also be responsible for all acts or omission of all Authorised Users in connection with any Services.

You must keep, and you must ensure that your Authorised Users (if any) keep the Account (and Account access) protected and secure and always log out from the Services when users leave their computers unattended. Various countries may have different minimum age limits, and if you or any Authorised User are below the minimum age for providing consent for data collection in your or their country, you or they (as the case may be) may not use any Services.

You must promptly notify BrandPay of any unauthorised access, security incident, or suspected compromise involving your Account.

BrandPay may suspend, restrict, or terminate Accounts where reasonably necessary to:

• protect platform integrity;
• investigate fraud or abuse;
• comply with legal obligations;
• protect consumers, merchants, or third parties; or
• enforce these Terms.

4. Reward Funding, Credits, and Redemptions

Certain Services require Merchants to pre-fund rewards or associated redemption balances.

Subject to applicable fees, BrandPay may convert deposited funds into Merchant-specific reward balances, credits, or BrandPay universal reward balances for distribution to eligible consumers.

Funds deposited into active reward campaigns are intended solely for:

• reward distribution;
• consumer redemption activity;
• campaign-related transactions; and
• associated Services.

Merchants acknowledge and agree that:

• reward balances issued to consumers must be honoured in accordance with applicable reward terms;
• active reward campaigns will continue until available balances are exhausted or campaigns are terminated through approved platform workflows;
• BrandPay may restrict withdrawals or reversals where balances have already been committed to active campaigns, consumers, or pending redemption activity; and
• consumers may be permitted to convert Merchant-specific reward balances into BrandPay universal reward balances or other supported redemption formats in accordance with BrandPay platform rules.

BrandPay is not a bank, deposit-taking institution, or regulated financial institution.

Nothing in these Terms grants consumers ownership rights over fiat currency deposits held by Merchants.

BrandPay is designed to facilitate structured reward participation workflows, content usage permissions, moderation processes, and related participation records associated with reward activity.

5. Merchant Responsibilities

Merchants are responsible and liable for:

• configuring and managing their reward campaigns;
• the information they or any of their Authorised Users transmit or submit through the Services and ensuring campaign information and business details provided through the Services are accurate;
• complying with applicable laws relating to their business operations and promotions;
• ensuring that your use (and that of your Authorised Users) of the Services, and your rewards, in each case comply with all applicable laws, rules, regulations, codes and policies in the countries in which you or your rewards are offered or operating or in which consumers can participate in your rewards (the “Reward Related Laws”);
• ensuring that its rewards fully comply with all terms, conditions, guidelines, rules and regulations of any social media platform or other third party platform on which any reward is offered or run; and
• using the Services in accordance with these Terms.

Merchants must not:

• operate misleading or deceptive campaigns;
• intentionally withhold valid rewards;
• engage in fraudulent activity;
• encourage platform abuse;
• infringe intellectual property rights;
• use unlawful, offensive, discriminatory, or abusive content;
• attempt to reverse engineer the Services; or
• interfere with the operation, security, or integrity of the Services.

BrandPay may investigate suspected abuse, fraud, policy violations, or unlawful activity and may take reasonable enforcement action where reasonably necessary to protect consumers, merchants, third parties, or any Services.

6. User-Generated Content and Merchant Rights

Consumers participating in rewards may voluntarily submit, tag, publish, upload, or otherwise associate social content with Merchant campaigns.

Consumers retain ownership of their generated content.

BrandPay does not claim ownership of, or warrant anything in connection with, consumer content.

Subject to applicable reward terms, participation flows, content usage permissions, and BrandPay policies, submitted content may be used by Merchants in connection with:

• reward campaigns;
• merchant marketing and promotional activity;
• social media activity;
• ecommerce activity;
• in-store promotional activity;
• reporting and analytics; and
• related brand communications associated with the relevant Merchant.

As between BrandPay and Merchants, Merchants remain entirely responsible for ensuring their downstream use of any consumer content obtained through the Services complies with applicable laws, regulations, advertising standards, intellectual property requirements, and third-party platform rules. We are not responsible for, or liable in connection with, any consumer content, though BrandPay may moderate, review, remove, restrict, suspend, or reject content or campaigns where reasonably necessary to:

• protect platform integrity;
• investigate abuse or fraud;
• comply with laws or platform rules; or
• reduce reputational, legal, or operational risk.

7. Fees and Billing

Merchants agree to maintain a sufficient available account balance to fund reward activity and applicable BrandPay service fees associated with the Services.

Unless otherwise agreed in writing, BrandPay currently charges a reward service fee calculated as a percentage of reward value distributed to consumers through the BrandPay platform.

Applicable fees, pricing, and reward charges will be displayed or otherwise communicated through the BrandPay platform, onboarding process, proposal, order form, or related commercial agreement.

Reward distributions, approvals, or related redemption activity may not be processed where the Merchant’s available account balance is insufficient to cover the applicable reward value and associated service fees.

Merchants are responsible for maintaining accurate billing and payment information associated with their Account.

Reward balances and applicable service fees associated with approved rewards, committed campaign activity, pending redemptions, or completed platform transactions are non-refundable.

BrandPay may update pricing or service fee structures from time to time. Where reasonably practicable, BrandPay will provide notice of material pricing changes before they become effective.

8. Platform Security and Availability

BrandPay maintains commercially reasonable administrative, technical, and organisational safeguards designed to protect the security, integrity, and availability of the Services and Merchant data.

Security measures may include:

• encryption in transit;
• access controls;
• authentication controls;
• infrastructure monitoring;
• fraud detection systems;
• logging and audit systems; and/or
• restricted employee access based on operational necessity.

BrandPay maintains internal procedures designed to identify, investigate, contain, and respond to security incidents affecting the Services or personal information processed through the platform.

BrandPay may perform scheduled maintenance, updates, infrastructure changes, or operational modifications from time to time.

No platform can be guaranteed to be uninterrupted, error-free, or completely secure.

Merchants acknowledge that temporary interruptions, delays, outages, or third-party service failures may occur from time to time.

9. Third-Party Services and Integrations

The Services may integrate with or rely upon third-party platforms, applications, APIs, processors, networks, connectors, or external systems (“Third-Party Services”), including social media platforms, ecommerce platforms, payment processors, loyalty systems, analytics platforms, and communication providers.

BrandPay does not own or control Third-Party Services and is not responsible for:

• their availability;
• functionality;
• security;
• policies;
• content;
• operational changes;
• outages;
• or acts or omissions of third-party providers.

Merchants acknowledge that:

• Third-Party Services may change or discontinue integrations at any time;
• BrandPay may not be able to maintain uninterrupted compatibility with all Third-Party Services; and
• Merchant use of Third-Party Services may also be subject to separate third-party terms and policies.

Where a material third-party integration failure, platform restriction, legal change, or external dependency materially prevents BrandPay from providing core Reward functionality for an extended period, BrandPay may, at its discretion and subject to applicable laws, provide alternative workflows, service credits, campaign adjustments, or refunds relating to unused and uncommitted Reward balances.

BrandPay is not liable for changes to, interruptions of, or the inoperability of Third-Party Services, whether temporary or permanent, nor is BrandPay responsible for the independent operation, availability, policies, or security practices of Third-Party Services. Merchant use of Third-Party Services remains subject to the applicable third-party terms and policies.

10. Beta Features

Certain features, modules, integrations, or functionality may be identified as beta, pilot, preview, early access, or experimental features (“Beta Features”).

Beta Features may:

• contain incomplete functionality;
• operate with reduced reliability;
• change substantially over time; or
• be modified, suspended, or discontinued.

Merchants use Beta Features at their discretion and acknowledge that Beta Features may not operate with the same level of availability, reliability, support, or performance as generally released Services and we will not be liable for any damage or loss caused as a result of any Beta Features.

BrandPay may use reasonable efforts to improve and refine Beta Features over time.

11. Suspension and Enforcement

BrandPay may suspend, restrict, investigate, remove, or terminate access to the Services or any reward campaign where reasonably necessary to:

• investigate fraud, abuse, or unlawful activity;
• protect consumers, merchants, or third parties;
• enforce these Terms;
• comply with legal obligations;
• protect platform integrity or security;
• investigate suspected violations;
• or prevent reputational, operational, or regulatory harm.

BrandPay may remove or restrict content, campaigns, or Accounts that:

• violate these Terms;
• infringe third-party rights;
• are misleading or deceptive;
• create material operational or reputational risk;
• or otherwise conflict with BrandPay policies or applicable laws.

Where reasonably practicable, BrandPay may provide notice of enforcement actions.

12. Intellectual Property

BrandPay and its licensors retain all right, title, and interest in and to the Services (including the Sites) and all related software, infrastructure, workflows, systems, APIs, designs, branding, trademarks, logos, documentation, analytics, reports and other related intellectual property and your use of the Services and any materials therein does not grant you ownership of or any other rights (including intellectual property) with respect to any Services or those materials.

Except as expressly permitted under these Terms, Merchants must not, and must not permit any third party to:

• reproduce, copy, modify, distribute, or create derivative works from the Services;
• reverse engineer, decompile, disassemble, scrape, or attempt to extract source code, underlying workflows, platform logic, or non-public functionality from the Services;
• access or use the Services for the purpose of developing, operating, or supporting a competing product or service;
• copy, replicate, or commercially exploit BrandPay’s reward workflows, moderation systems, redemption infrastructure, integrations, APIs, campaign structures, or related platform functionality; or
• use BrandPay intellectual property, branding, materials, documentation, analytics, or platform outputs except as expressly permitted under these Terms.

BrandPay grants Merchants a limited, non-exclusive, non-transferable, revocable right to access and use the Services solely for lawful internal business purposes and in accordance with these Terms.

13. Privacy and Data Processing

BrandPay processes personal information in accordance with its Privacy Policy.

Merchants acknowledge and agree that:

• BrandPay may process personal information in connection with the operation of the Services;
• Merchants remain independently responsible for their own compliance obligations relating to customer, consumer, and campaign data and compliance with all privacy laws;
• BrandPay may use trusted subprocessors and infrastructure providers to operate the platform; and
• Merchant use of the Services may involve international data transfers.

Subject to applicable laws, enterprise Merchants may request additional data processing or security documentation where reasonably required for procurement, compliance, or regulatory review.

14. Disclaimers

The Services are provided on an “as available” basis.

Except as expressly stated in these Terms, and to the maximum extent permitted by law, BrandPay does not make warranties, representations, or guarantees relating to:

• merchantability;
• fitness for a particular purpose;
• uninterrupted availability;
• non-infringement;
• or error-free operation.

BrandPay does not guarantee:

• specific campaign performance;
• consumer participation levels;
• engagement outcomes;
• revenue increases;
• influencer activity;
• social media reach; or
• uninterrupted integration availability.

Nothing in these Terms excludes rights or guarantees that cannot lawfully be excluded under applicable law.

15. Limitation of Liability

To the maximum extent permitted by law:

• BrandPay will not be liable for indirect, incidental, consequential, compensatory, special, exemplary, or punitive damages, including any loss of profits, revenue, goodwill, business opportunity, data, or reputation; and
• BrandPay’s aggregate liability arising out of or relating to the Services will not exceed the total fees paid by the Merchant to BrandPay during the six (6) month period preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot lawfully be limited or excluded.

16. Merchant Indemnity

Merchants agree to indemnify and hold harmless BrandPay and its affiliates, directors, officers, employees, contractors, and representatives from claims, liabilities, losses, damages, costs, and expenses arising out of or relating to:

• Merchant campaigns;
• Merchant content;
• Merchant use of the Services;
• Merchant breach of these Terms;
• Merchant (or their Authorised Users’) non-compliance or alleged non-compliance with any Reward Related Laws or violations of any other laws;
• intellectual property infringement by a Merchant; or
• any unlawful or misleading promotional activity by a Merchant.

17. Force Majeure

BrandPay will not be liable for delays, interruptions, failures, or inability to perform resulting from events beyond its reasonable control, including:

• acts of God;
• shortage of adequate or suitable internet connectivity;
• internet outages;
• telecommunications failures;
• infrastructure outages;
• pandemics;
• natural disasters;
• government law, order, actions;
• labour strikes or disputes or other industrial disturbances;
• cyberattacks; or
• failures, or the acts or omissions of, any third parties.

BrandPay will use reasonable efforts to minimise the impact of such events where reasonably practicable.

18. Changes to the Services or Terms

BrandPay may modify, update, improve, suspend, or discontinue parts of the Services from time to time, including features, integrations, workflows, APIs, reward functionality, or platform operations.

BrandPay may also update these Terms from time to time for reasons including:

• changes to applicable laws or regulations;
• changes to the Services or platform functionality;
• security, operational, or infrastructure requirements; or
• improvements to platform governance, policies, or commercial arrangements.

Updated Terms will be published on the BrandPay website or platform and will become effective on the stated effective date.

Where reasonably practicable, BrandPay will endeavour to provide notice of material changes before they become effective.

If you do not agree to updated Terms, you must stop using the Services and close your Account.

Continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.

19. Governing Law

These Terms are governed by the laws of Hong Kong SAR, China, without giving effect to any principles of conflicts of laws thereof, and the courts of Hong Kong SAR will have exclusive jurisdiction over all disputes between the parties.

Nothing in these Terms prevents BrandPay from seeking injunctive or equitable relief in any relevant jurisdiction.

20. Miscellaneous

These Terms constitute the entire agreement between BrandPay and the Merchant regarding the Services.

If any provision is held unenforceable, the remaining provisions will remain in effect.

BrandPay may assign or transfer its rights or obligations under these Terms in connection with:

• a corporate restructure;
• merger;
• acquisition;
• financing; or
• sale of assets.

No failure or delay in enforcing any right constitutes a waiver of that right.

The provisions of these Terms that by their nature should survive termination will survive termination, including provisions relating to:

• payment obligations;
• intellectual property;
• warranty disclaimers and indemnities;
• liability limitations;
• privacy; and
• governing law.

21. Contact

For questions regarding these Terms or the Services, please contact:

BrandPay
support@brandpay.io