Merchant Terms of Service

1. Definitions

• "App" means the XRadar mobile application, including the XRadar+ paid subscription layer.
• "XRadar+ User" means a user with an active XRadar+ paid subscription.
• "Offer" means any discount, coupon, free item, or promotion provided by Merchant through XRadar+.
• "Redemption" means a user's attempt to use an Offer at Merchant's location.
• "Verification System" means XRadar's digital verification method (QR code, app screen, POS, staff verification, or other Company-approved system).
• "Term" means the service period shown on the invoice or order form.

2. Service Purpose

XRadar operates a campus-wide paid student discount network known as XRadar+. Merchant participates by offering exclusive promotions to XRadar+ users in exchange for customer traffic and brand exposure. XRadar distributes, tracks, and verifies Merchant's Offers through the App.

This is a redemption-based commerce partnership, not a guaranteed advertising or sales contract.

3. Term

Service begins on the Start Date and ends on the End Date listed on the invoice ("Initial Term") unless terminated earlier under Section 11.

Renewals must be agreed to in writing or by payment of a renewal invoice.

4. Services Provided

XRadar will:

• List Merchant and Offers in the XRadar App and XRadar+ Discover Tab
• Provide digital redemption and verification tools
• Track Offer redemptions
• Display Merchant branding and Offer details
• Provide aggregated performance metrics at XRadar's discretion

XRadar does not guarantee sales volume, foot traffic, or revenue.

5. Offer Rules & Redemption Limits

• Each XRadar+ User may redeem each Offer up to two (2) times per Merchant during the Term unless otherwise stated.
• All Offers must be exclusive to XRadar+ and may not be offered on any other platform.
• Merchant must honor all valid redemptions exactly as shown in the App.
• Merchant may not impose hidden conditions, price increases, substitutions, or exclusions.
• Once a user reaches the redemption limit, Merchant must deny further redemptions and charge standard retail price.

6. Mandatory Verification

Merchant must verify eligibility before honoring any XRadar+ discount.

• Require the customer to show the XRadar App redemption screen or approved verification
• Confirm the redemption is valid, unused, and within limits
• Reject screenshots, photos, or verbal claims
• Not manually override the system

If Merchant accepts a discount without verification, XRadar bears no liability for reimbursement or disputes.

7. Merchant Technology Cooperation

Merchant agrees to:

• Train staff on XRadar+ redemption procedures
• Allow XRadar's verification system to be used at checkout
• Support QR scanning, POS buttons, or staff-facing screens
• Not block, bypass, or manipulate redemption tracking

Intentional bypassing is a material breach.

8. Intellectual Property

• Merchant grants XRadar a non-exclusive license to display Merchant name, logo, and Offer details
• Merchant may not use XRadar branding without written permission
• All XRadar+ systems, software, data, and goodwill belong solely to XRadar

9. Data Rights

• All user data, redemption data, and analytics belong to XRadar
• Merchant receives only aggregated, non-identifiable reports
• Merchant may not export, resell, or use data outside this partnership

10. Indemnification

Merchant agrees to defend, indemnify, and hold harmless XRadar from any claims arising from:

• Refusal or mishandling of redemptions
• Failure to verify XRadar+ eligibility
• Staff misconduct
• Consumer disputes
• Regulatory or legal violations

This obligation survives termination.

11. Termination

• Either party may terminate with five (5) days written notice
• XRadar may terminate immediately for fraud, abuse, or verification failure
• Merchant must honor all valid redemptions issued before termination
• No refunds or credits are owed to Merchant

12. Exclusivity

This agreement is non-exclusive. XRadar may work with competing businesses.

13. Limitation of Liability

XRadar is not liable for lost sales, missed redemptions, or staff errors.

XRadar's maximum liability is limited to one month's fees.

14. Force Majeure

XRadar is not responsible for outages, downtime, university restrictions, or third-party failures.

15. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.