Last Updated: December 2, 2024
These Service-Specific Terms form a part of the relevant agreement incorporating them, and are intended to highlight some of the important things about using certain Services provided by Dutchie. If you have subscribed to any of the Services identified below, the corresponding terms apply to your use.
1.1 Right to Access Dutchie Hub Service. Subject to the terms of the Agreement, the Processor Agreements, and the functionality selected by you, we grant you a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to use the Dutchie Hub Service.
1.2 Processor Agreements. In order to use the Dutchie Hub Service, you are required to enter into separate Processor Agreements. For the avoidance of doubt, we are not a party to, nor do we have any liability under, any Processor Agreement between you and a Third-Party Processor.
1.3 Underwriting. The Processors will be required to gather certain information and documentation from you in order to underwrite your accounts and review your applications for approval. You agree to promptly provide us with all requested information and documentation. While your execution of an Order Form and enablement of a given cashless payment offering constitutes acceptance of the corresponding Processor Agreement(s), your use of the Dutchie Hub Service is ultimately subject to the relevant Processors’ acceptance of your application. You authorize us, the Third-Party Processors and our respective service providers to make business and personal credit inquiries and other investigations considered necessary or desirable in connection with the underwriting of your account. You further authorize us and the Third-Party Processors to share application-related information with each other to the extent related to your use of the Dutchie Hub Service. If we are in possession of any underwriting-related information pertaining to you or your directors, officers, beneficial owners or otherwise, you authorize us to process and share that information with the Third-Party Processors. The authorizations provided in this Section will remain in effect for as long as you use the Dutchie Hub Service for the purpose of ongoing inquiries related to support risk monitoring and account management, as well as for the purpose of underwriting you for any additional Third-Party Payments Offering.
1.4 Dutchie Hub Account. Once approved by the Processors, you will promptly enable and become transactional with the Dutchie Hub Service. We or the Third-Party Processors may make changes to the Dutchie Hub Service at any time in our sole discretion, including, without limitation, changes associated with technological developments, legislative or regulatory changes, or the introduction of new functionality or Processors and/or removal of existing functionality or Processors. You will comply with all time deadlines, equipment and software maintenance and upgrade requirements we may reasonably require from time to time.
1.5 Fees. The Fees for the Dutchie Hub Service as identified in your Order Form will be charged to you by the corresponding Processor in accordance with the terms of the respective Processor Agreement. You agree to pay all Fees as they become due and payable. Notwithstanding anything to the contrary in the Agreement, we reserve the right, upon 30 days’ prior notice to you (email sufficient), to revise the Fees for any or all of the Dutchie Hub Service. Your continued use of the Dutchie Hub Service after the date any such change becomes effective constitutes acceptance of the updated Fees.
1.6 Data Security. You will be solely responsible for the security, quality, accuracy, and adequacy of all transactions and information submitted to or through the Dutchie Hub Service, and will maintain adequate audit controls to monitor the security, quality, maintenance and delivery of such data. Without limiting the foregoing, and to the extent applicable, you must remain in compliance with Payment Card Industry Data Security Standards and take all steps necessary to ensure that Customer data (including, without limitation, cardholder data and any other Personal Information or sensitive information) is not disclosed, misused, or subject to unauthorized access. If there is an actual or suspected breach of, or unauthorized access to, Customer data or other Personal Information, you must immediately (a) notify us; (b) cooperate with our and/or the applicable Third-Party Processor’s requests for information; (c) take any action designated by us or the applicable Third-Party Processor to remedy and/or address the breach; (d) prevent further unauthorized access to or use of such information; and (e) comply with all Applicable Law related to privacy and security of the consumer information.
1.7 Termination. Notwithstanding anything to the contrary in the Agreement, either party may terminate your use of the Dutchie Hub Service upon notice to the other party. Likewise, a Third-Party Processor may terminate your use of their Third-Party Payments Offering in accordance with the terms of the respective Processor Agreement.
2.1 On-Site Implementation Professional Services. Subject to your execution of an Order Form purchasing On-Site Implementation Professional Services, and payment of applicable Fees, we will provide you the Professional Services under the terms of this Agreement. We will determine in our sole discretion which of our personnel will perform the Professional Services. Personnel performing the Services at your Locations will comply with your reasonable written onsite policies and procedures provided to us in advance.
2.2 Your Obligations. You will provide reasonable and timely cooperation in connection with our provision of the Professional Services. We will not be liable for a delay caused by your failure to provide us with information, materials, consents or access to your facilities, networks or systems required for us to perform the Professional Services. You are responsible for any consents and notices required to permit your use and receipt of the Professional Services.
2.3 Change Orders. Any changes to an Order Form (including, without limitation, the purchase of additional Professional Services hours) requires a written amendment. Notwithstanding the foregoing, we may cancel or reschedule our performance of the Professional Services upon notice to you.
2.4 Holidays and Weekends. We are available for Professional Services during standard operating hours (7 a.m. – 9 p.m. local time) with the exception of weekends and holidays (including both federal holidays and “industry holidays,” such as 4/20, Green Wednesday and Black Friday). To the extent that you request Professional Services be performed on a weekend or holiday, the applicable Fees attributable to the holiday or weekend work will be billed at 2 times the cost of the Professional Services day.
2.5 Additional Hours. If additional Professional Services hours beyond that identified in your Order Form are required to support your operations, you must let your Implementation Strategist know during the onboarding process and prior to scheduling of the Professional Services. Additional Fees will apply in the event of a change.
2.6 Hardware. If you require hardware installation assistance in connection with Professional Services, a minimum of 2 Professional Services days are required. Notwithstanding the foregoing, you acknowledge that hardware installation assistance does not include network setup or cabling, which you are responsible for completing prior to the start of the Professional Services.
2.7 Travel and Expenses. The Fees identified in your Order Form include all travel and related expenses incurred by our personnel in delivering the Professional Services, and you will not be responsible for any additional Professional Services-related expenses beyond the Fees identified in your Order Form. Notwithstanding the foregoing, the add-on options for the Professional Services do not include travel and related expenses incurred by your personnel in delivering such Professional Services, and those additional Fees will be calculated when add-on options are quoted to you.
2.8 Cancellations. If you cancel or reschedule pre-purchased Professional Services less than 2 business days prior to the start of the scheduled Professional Services, you will be responsible for a cancellation Fee in the amount of 30% of the cost of the Professional Services. For all other purchased Professional Services packages, the cancellation Fees are as follows:
2.9 Insurance. Each party will maintain, at its own expense, appropriate insurance coverage applicable to performance of the parties’ respective obligations under this Section 2, such as general commercial liability, workers’ compensation and automobile liability.
2.10 Supplemental Indemnification. In addition to your indemnification obligations under the Agreement, you will indemnify, defend, and hold us, our Affiliates or our service providers harmless from and against any third-party Claim made or brought against us, our Affiliates or our service providers arising from or related to our personnel’s death, personal injury or tangible property damage resulting from the negligence or more culpable act or omission by you, your employees or your agents during or related to performance of the Professional Services.
3.1 Fees. Your subscription to Loyalty and Marketing includes the first 100,000 emails sent by you during each calendar month. Each incremental email sent beyond this allotment will result in additional Fees equal to $0.0013 per email, which will be billed to you in accordance with the Merchant Agreement.
3.2 Affirmative Consent (“Opt-In”) Requirements. Except for transactional emails (i.e. non-marketing emails that contain information about an action or transaction a recipient has taken or agreed to and, if applicable, updates or notifications to that recipient about that action or transaction), you must obtain affirmative consent prior to sending any emails to a recipient via the Services. Any affirmative consent must be freely given by each recipient to each sender (e.g., blanket consents or consents provided on behalf of a third party are not acceptable), informed and unambiguous. This means that a recipient must be (a) presented with the choice to provide or withhold consent; (b) informed of the sender’s identity; and (c) made aware of how to withdraw, at any time, any previously-provided affirmative consent. You must obtain affirmative consent from a recipient again if you send that recipient an email after an extended period of non-engagement. Any affirmative consent that you obtain from a recipient is strictly for the subject matter for which that recipient provided that affirmative consent. You are required to retain proof of all affirmative consents obtained from recipients at least until the recipient withdraws its affirmative consent. Upon written request from us or our service providers, you must promptly provide proof of a recipient’s affirmative consent and the date and method through which that recipient’s email address was obtained.
3.3 Sender Identification Requirements. Each email that you send via the Services must (a) clearly identify and accurately represent the sender (i.e. the party that obtained the affirmative consent from a recipient or the party that is initiating the transmission of the email); and (b) include a clear non-deceptive subject line, which accurately describes the content and purpose of the email (e.g., if the email is an advertisement or promotion, the subject line should clearly reflect this).
3.4 Revocation of Affirmative Consent (“Opt-Out”) Requirements. Except for transactional emails, the body of each email that you send via the Services must include (a) an active and accurate physical mailing address where a recipient can send an unsubscribe request via mail; (b) a clear, conspicuous and functioning unsubscribe hyperlink; and (c) a hyperlink to your privacy policy applicable to the emails you send. A recipient must have the ability to revoke its affirmative consent at any time. You must honor all affirmative consent withdrawal requests within 10 days of the date they are sent, or the timeframe required under Applicable Law, whichever is shorter. You may not send non-transactional emails to a recipient that has withdrawn its affirmative consent, unless that recipient provides its subsequent affirmative consent.
3.5 Prohibited Content. The following content is prohibited from being sent via the Services: (a) pornography or sexually explicit content; (b) escort services, mail-order bride or spouse finders, international marriage brokers and other similar services; (c) statements about products claiming to prevent, treat or cure health issues (e.g. illness or disease) that have not been approved by the applicable government authority or are not permitted under Applicable Law; and (d) content that is fraudulent or that we or our service providers determine in good faith is intended to mislead a recipient or cause harm or damage.
3.6 Prohibited Actions. You are prohibited from using the Services in the following ways: (a) sending unsolicited or unwanted emails in bulk; (b) sending emails to email addresses that you obtained from the Internet or social media or to generic email aliases without obtaining prior affirmative consent; (c) sending emails to SMS gateways; (d) using third-party email addresses and domain names without proper consent or authorization from the third party; (e) using or embedding tracking technologies in emails sent to a recipient prior to obtaining consent from that recipient to the extent and in the manner required by Applicable Law; (f) using purchased or rented email lists or email lists of recipients that have not affirmatively consented to receive emails from you; (g) using techniques or practices to evade mechanisms, filters (including spam filters), and detection capabilities (e.g. anti-abuse or spam detection mechanisms) designed to identify unsolicited or unwanted emails; (h) disguising, falsifying or manipulating the subject matter, headers, or transmission path information of any email; (i) conducting security testing, including simulated phishing and other activities that may resemble social engineering or similar attacks; (j) sending emails that include content that violates the Intellectual Property Rights of a third party; and (k) sending emails that are illegal, unlawful, libelous, maliciously false, obscene or indecent, or which infringe any person’s rights under Applicable Law, including, without limitation, any right of privacy.
3.7 Age Gating. If you are sending emails related to cannabis or other content intended for adults that is not prohibited under this Agreement, you must verify that a recipient is at least of legal age to provide affirmative consent to receive such an email based on where that recipient is located. Upon written request from us or our service providers, you will provide proof of the age gating mechanisms that are in place.
