Local Circuits Merchant Terms

These Merchant Terms are part of every Local Circuits Merchant Participation Agreement. They apply between Local Circuits, Inc., a Delaware corporation ("Local Circuits"), and each business that signs one ("Merchant"). Local Circuits and Merchant are each a "Party."

In these Terms, the "Agreement" means the signed Merchant Participation Agreement, these Merchant Terms, and each Campaign Offer Schedule the Parties sign. Questions: support@localcircuits.com

Background

A. Local Circuits operates a community fundraising and local commerce network through which school communities raise funds by offering households a Circuit Bundle: a collection of promotional offers donated by local businesses.

B. Merchant wishes to support one or more school communities by donating a promotional offer for inclusion in a Circuit Bundle.

C. Merchant pays no fee to participate and receives no payment. The proceeds of Circuit Bundle sales are remitted to the nonprofit organization that receives funds on behalf of the applicable school community.

D. The Parties wish to establish the terms governing Merchant's participation across one or more campaigns, so that Merchant may join additional campaigns by executing a single Campaign Offer Schedule rather than a new agreement.

The Parties agree as follows.

Article 1 — Definitions

1.1 "Campaign" means a single fundraising program run for one School Community during one season.

1.2 "Campaign Offer Schedule" or "Schedule" means the exhibit, in the form Local Circuits provides, signed by the Parties for each Campaign, stating the Offer, participating locations, Redemption Period, Maximum Bundle Quantity, and Offer restrictions.

1.3 "Check-In" means an event recorded by the Local Circuits platform when a Household indicates its presence at a merchant location. A Check-In is not a redemption and confers no discount.

1.4 "Circuit Bundle" means the collection of Offers from multiple unaffiliated merchants that Local Circuits makes available to Households in a single Campaign.

1.5 "Circuit Pass" or "Pass" means a single Offer within a Circuit Bundle, held by a Household and presented to a merchant for a promotional discount, subject to Article 4.

1.6 "Household" means a family account on the Local Circuits platform holding one or more Circuit Passes.

1.7 "Offer" means the promotional discount Merchant donates for inclusion in a Circuit Bundle, as described in a Schedule.

1.8 "Platform" means the Local Circuits application, merchant tools, and related technology.

1.9 "Receiving Organization" means the nonprofit organization, typically a parent-teacher association, parent-teacher organization, or booster club, that receives funds on behalf of a School Community.

1.10 "Redemption Period" means the period stated in a Schedule during which Circuit Passes for that Offer may be redeemed.

1.11 "School Community" means the school identified in a Schedule.

Article 2 — The Program and the Parties' Roles

2.1 What Local Circuits does. Local Circuits operates the Platform, administers Campaigns, issues Circuit Passes to Households, provides Merchant with redemption validation tools, and facilitates the remittance of Circuit Bundle proceeds to the Receiving Organization.

2.2 What Merchant does. Merchant donates an Offer, honors valid Circuit Passes at the locations and on the terms stated in the applicable Schedule, and permits Check-Ins at those locations.

2.3 What Local Circuits does not do. Local Circuits does not sell, prepare, serve, supervise, or deliver any good, service, or experience provided by Merchant. Local Circuits is not a party to any transaction between Merchant and a Household.

2.4 No exclusivity. Nothing in this Agreement grants either Party exclusivity. Merchant may participate in other fundraising or promotional programs. Local Circuits may work with any other merchant, including Merchant's competitors.

Article 3 — Merchant's Donated Offer; Campaign Offer Schedules

3.1 Schedules. Merchant's participation in each Campaign is governed by a separately executed Campaign Offer Schedule. This Agreement creates no obligation for Merchant to participate in any Campaign, and no obligation for Local Circuits to include Merchant in any Campaign.

3.2 One Offer per Schedule. Merchant donates one Offer per Schedule. Merchant may revise its Offer for a future Campaign by executing a new Schedule. Merchant may not add a second concurrent Offer to the same Campaign.

3.3 Additional Campaigns. A Merchant that has executed this Agreement may join a Campaign for a different School Community by executing a new Schedule alone. No amendment to this Agreement is required, and Merchant will not be asked to repeat onboarding or verification.

3.4 Accuracy of Schedule terms. Merchant is responsible for the accuracy and completeness of the Offer terms and restrictions it states in a Schedule. Restrictions not stated in the applicable Schedule may not be imposed at the point of redemption.

Article 4 — Nature of Circuit Passes

4.1 Promotional discount. A Circuit Pass is a promotional discount honored by Merchant. A Circuit Pass is not, and shall not be characterized by either Party as, a gift certificate, gift card, electronic gift card, stored-value instrument, prepaid access instrument, credit, deposit, negotiable instrument, or any form of money or monetary value.

4.2 Universal terms. Every Circuit Pass is:

(a) single use, and applied in whole to a single transaction;

(b) not redeemable for cash, in whole or in part;

(c) subject to no change, credit, refund, or carryover for any unused portion of its stated amount;

(d) non-transferable, and valid only for the Household to which it was issued;

(e) not reloadable, and carries no balance; and

(f) void after the expiration date stated on its face.

4.3 Applied as a discount, never as tender. Merchant shall apply a Circuit Pass as a discount to the transaction total and shall never process, ring, record, or treat a Circuit Pass as a form of payment, tender, gift card, house account, or stored value. Where a Circuit Pass is executed through a point-of-sale or ecommerce system, it shall be configured as a discount and shall not be mapped to any gift card or stored-value payment type.

4.4 Expiration and disclosure. Each Circuit Pass states its expiration date on its face, in capital letters, at the time it is issued to the Household. Local Circuits may extend a Redemption Period but shall not shorten a Redemption Period as to any Circuit Pass already issued.

4.5 No aggregation of value. Local Circuits does not maintain, and shall not display to a Household, an aggregate monetary balance representing unredeemed Circuit Passes. Unredeemed Passes are presented to Households as a count of Passes remaining, not as a sum of money.

4.6 What the Household acquires. A Household purchasing a Circuit Bundle acquires a collection of promotional Offers redeemable with multiple unaffiliated merchants. Merchant receives no portion of the amount paid by a Household for a Circuit Bundle.

4.7 Consistent characterization. Merchant shall not describe, advertise, or refer to Circuit Passes as gift certificates, gift cards, store credit, or prepaid value, and shall instruct its personnel accordingly.

Article 5 — Redemption

5.1 Honoring Passes. Merchant shall honor each valid, unexpired Circuit Pass presented during the Redemption Period at a participating location, on the terms stated in the applicable Schedule.

5.2 Validation. Merchant shall validate Circuit Passes using the tools Local Circuits provides. Local Circuits shall provide a fallback validation method that does not require Merchant hardware or a network connection.

5.3 Staff readiness. Merchant shall make reasonable efforts to inform its personnel of its participation and of the validation method, recognizing that staff turnover is ordinary. Local Circuits shall provide point-of-sale reference materials designed to be usable by personnel who have received no training.

5.4 Disputes at the point of redemption. If Merchant believes a presented Circuit Pass is invalid, expired, or already redeemed, Merchant shall decline the Pass courteously and direct the Household to contact Local Circuits. Merchant shall not accuse a Household of fraud or misuse. Local Circuits shall investigate and respond to the Household directly.

5.5 No additional charge. Merchant shall not impose any fee, surcharge, or minimum gratuity as a condition of honoring a Circuit Pass, except that Merchant may calculate gratuity on the pre-discount transaction total if that term is stated in the applicable Schedule.

5.6 Same standard of service. Merchant shall provide Households redeeming a Circuit Pass the same standard of service, product, and portion it provides its other customers.

Article 6 — Check-Ins

6.1 Authorization. Merchant authorizes Households to record Check-Ins at its participating locations and authorizes Local Circuits to collect and process Check-In events.

6.2 No merchant obligation. A Check-In requires no action by Merchant, involves no discount, and imposes no cost on Merchant.

6.3 Method. Check-Ins are recorded through foreground device location confirmed at the moment of the Check-In, or through a code presented at the location. Local Circuits does not collect background location data.

Article 7 — No Fees; No Payment; Allocation

7.1 No fee. Merchant pays no fee, subscription, commission, or other consideration to Local Circuits under this Agreement.

7.2 No payment. Merchant receives no payment from Local Circuits, from any Receiving Organization, or from any Household in respect of a Circuit Pass. The Offer is donated.

7.3 Allocation. At least ninety percent (90%) of the price paid by a Household for a Circuit Bundle is remitted to the Receiving Organization for the applicable School Community.

7.4 No tax advice. Local Circuits provides no tax advice and makes no representation that Merchant's donation of an Offer, or a Household's purchase of a Circuit Bundle, is deductible as a charitable contribution or otherwise. Each Party is responsible for its own tax treatment and should consult its own advisors. Merchant shall not represent to any Household, School Community, or third party that any amount is tax deductible.

Article 8 — Trademark License

8.1 License to Local Circuits. Merchant grants Local Circuits a non-exclusive, royalty-free, revocable license to use Merchant's name, logo, images, and marks solely to identify Merchant as a participant, to present its Offer, and to promote Campaigns in which Merchant participates.

8.2 Merchant warranty. Merchant represents and warrants that it owns or has the right to grant the license in 8.1 with respect to all materials it furnishes, including photographs and third-party imagery.

8.3 License to Merchant. Local Circuits grants Merchant a non-exclusive, royalty-free, revocable license to use the Local Circuits name and marks solely to announce its participation, in accordance with the Local Circuits brand guidelines provided to Merchant. Merchant shall not alter, redraw, recolor, or recreate the Local Circuits marks.

8.4 Effect of termination. Each license terminates on termination of this Agreement, except that neither Party is required to recall, destroy, or retract materials already printed, distributed, or published.

Article 9 — Term and Termination

9.1 Term. This Agreement begins on the Effective Date and continues until terminated. It is not tied to any single Campaign.

9.2 Termination for convenience. Either Party may terminate this Agreement on thirty (30) days' written notice.

9.3 Termination for cause. Either Party may terminate on fifteen (15) days' written notice of a material breach that remains uncured at the end of that period.

9.4 Immediate termination by Local Circuits. Local Circuits may terminate immediately on written notice if Merchant loses a license or permit required to operate, is closed by order of a health or regulatory authority, becomes insolvent or subject to bankruptcy proceedings, or engages in conduct that Local Circuits reasonably determines is harmful to a School Community.

9.5 Effect on outstanding Circuit Passes. Termination of this Agreement does not relieve Merchant of its obligation to honor Circuit Passes issued before the effective date of termination, which obligation continues through the end of the applicable Redemption Period, subject only to Section 17.3.

9.6 Effect on Schedules. Termination of this Agreement terminates each Schedule, except as provided in 9.5. Termination of a single Schedule does not terminate this Agreement or any other Schedule.

Article 10 — Relationship of the Parties

10.1 The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, employment, or agency relationship.

10.2 Merchant is solely responsible for the goods, services, and experiences it provides to Households. Local Circuits does not sell, prepare, serve, supervise, or deliver any food, beverage, activity, or other good or service, and is not a party to any transaction between Merchant and a Household. Local Circuits' role is limited to operating the Platform, administering Campaigns, and providing redemption tools.

10.3 Neither Party has authority to bind the other, to make representations on the other's behalf, or to hold itself out as the other's agent.

Article 11 — Compliance with Law

11.1 Merchant shall hold and maintain every license, permit, and registration required to operate its business and to provide the goods or services described in each Schedule, including health permits, food handling certifications, and, where applicable, alcoholic beverage licenses.

11.2 Merchant shall comply with all applicable federal, state, and local laws in honoring Circuit Passes, including consumer protection, advertising, accessibility, and public accommodation laws.

11.3 Merchant shall not condition, restrict, or vary its honoring of a Circuit Pass on any basis prohibited by law.

11.4 Merchant shall not apply a Circuit Pass toward alcoholic beverages, tobacco, cannabis, or lottery products unless expressly permitted in the applicable Schedule and lawful in the jurisdiction.

Article 12 — Insurance

12.1 Merchant shall maintain, at its own expense and throughout the Term, commercial general liability insurance covering bodily injury, property damage, and personal and advertising injury, with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, together with workers' compensation coverage in the amounts required by applicable law.

12.2 Merchant operating an activity, recreation, entertainment, or physical-participation venue shall additionally maintain coverage appropriate to participant injury arising from that activity, at limits customary for its industry.

12.3 Upon written request, Merchant shall furnish a certificate of insurance evidencing the required coverage. Where a Schedule so specifies, Merchant shall name Local Circuits, Inc. as an additional insured with respect to Merchant's participation.

12.4 Coverage required under this Article is a minimum requirement and does not limit Merchant's obligations under Article 13.

Article 13 — Indemnification

13.1 Merchant indemnity. Merchant shall defend, indemnify, and hold harmless Local Circuits, its officers, directors, employees, and agents from and against any third-party claim, demand, action, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:

(a) the goods, services, food, beverages, activities, or premises provided or operated by Merchant, including bodily injury, property damage, foodborne illness, and allergen exposure;

(b) Merchant's failure to honor a valid Circuit Pass in accordance with its stated terms, or Merchant's imposition of conditions not disclosed in the applicable Schedule;

(c) Merchant's violation of any law, license, or permit requirement;

(d) any claim that Merchant's name, logo, images, marks, or other materials furnished to Local Circuits infringe or misappropriate the intellectual property or publicity rights of a third party; and

(e) Merchant's own advertising, promotional claims, or communications regarding the program, including any representation as to tax deductibility.

13.2 Local Circuits indemnity. Local Circuits shall defend, indemnify, and hold harmless Merchant, its officers, directors, employees, and agents from and against any third-party claim arising out of or relating to:

(a) any claim that the Platform, as provided by Local Circuits and used as permitted, infringes or misappropriates the intellectual property rights of a third party;

(b) Local Circuits' use of Merchant's marks outside the license granted in Article 8; and

(c) Local Circuits' gross negligence or willful misconduct.

13.3 Procedure. The indemnified Party shall promptly notify the indemnifying Party of any claim, shall not settle without the indemnifying Party's written consent, and shall provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party controls the defense, provided it may not enter any settlement imposing a non-monetary obligation on the indemnified Party without that Party's consent.

13.4 No indemnity for Household transactions. Local Circuits provides no indemnity with respect to any transaction, service, or interaction between Merchant and a Household, which is governed exclusively by Section 10.2.

Article 14 — Disclaimer and Limitation of Liability

14.1 Disclaimer. Except as expressly stated in this Agreement, the Platform and services are provided "as is" and "as available." Local Circuits disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Local Circuits does not warrant any level of Circuit Bundle sales, redemption volume, Check-In volume, customer traffic, revenue, or fundraising result, and Merchant acknowledges it has not relied on any such projection in entering this Agreement.

14.2 No consequential damages. Neither Party shall be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, or loss of goodwill, however caused and regardless of the theory of liability.

14.3 Cap. Each Party's total aggregate liability arising out of or relating to this Agreement shall not exceed $5,000.

14.4 Exclusions. Sections 14.2 and 14.3 do not apply to: (a) a Party's indemnification obligations under Article 13; (b) breach of Article 16; (c) a Party's gross negligence, willful misconduct, or fraud; or (d) any liability that may not lawfully be limited, including under California Civil Code Section 1668.

Article 15 — Force Majeure and Redemption Window Tolling

15.1 Neither Party is liable for failure or delay in performance caused by an event beyond its reasonable control, including fire, flood, earthquake, wildfire, severe weather, public health emergency, government order, utility or public safety power shutoff, labor disruption, or failure of a third-party service provider.

15.2 Tolling. If Merchant is unable to honor Circuit Passes for a continuous period of five (5) or more days as a result of an event described in 15.1, Local Circuits may, in its sole discretion, extend the Redemption Period stated in the applicable Schedule by a period reasonably corresponding to the closure. Merchant shall notify Local Circuits promptly upon any such closure and upon reopening.

15.3 Local Circuits may extend, but shall never shorten, a Redemption Period after Circuit Passes have been issued.

Article 16 — Confidentiality and Data

16.1 Confidential Information means non-public information disclosed by one Party to the other in connection with this Agreement, including the terms of this Agreement, Local Circuits' pricing, product plans, and Campaign performance data, and Merchant's redemption and transaction data. It excludes information that is or becomes public through no fault of the receiving Party, was already known to the receiving Party, is independently developed, or is rightfully received from a third party.

16.2 Each Party shall protect the other's Confidential Information with at least reasonable care, use it solely to perform this Agreement, and disclose it only to personnel and advisors with a need to know who are bound by comparable obligations. A Party may disclose as required by law upon reasonable advance notice where permitted.

16.3 Program data. Merchant acknowledges that Local Circuits collects and maintains data generated through the program, including Circuit Pass issuance and redemption events, Check-In events, and aggregate Campaign performance. As between the Parties, Local Circuits owns this data.

16.4 Reporting. Local Circuits intends to provide Merchant with reporting on redemptions, Check-Ins, and community impact attributable to its participation. Such reporting is provided as a courtesy and Local Circuits makes no commitment as to its content, format, frequency, accuracy, or continued availability.

16.5 Data Merchant does not receive. Merchant will not receive Household identities, Household contact information, Household activity at other merchants, School Community rosters, or any individual-level data beyond what is necessary to validate a redemption at its own location.

16.6 Restrictions on use. Merchant shall not use data or reporting received under this Agreement to build, enrich, or supplement a marketing, contact, or customer list, and shall not sell, license, or disclose such data to any third party.

16.7 No children's data. Local Circuits collects no data from or about children through the program. Merchant shall not provide Local Circuits with any information concerning a minor and shall not photograph or record minors for program purposes.

Article 17 — Change of Ownership, Closure, and Assignment

17.1 Merchant shall notify Local Circuits promptly upon any sale, transfer, closure, or change of control of a participating location.

17.2 Neither Party may assign this Agreement without the other's written consent, except that Local Circuits may assign to an affiliate or to a successor in connection with a merger, reorganization, or sale of substantially all of its assets.

17.3 Effect of closure on outstanding Circuit Passes. If Merchant permanently ceases operations at all participating locations, Merchant's obligation to honor outstanding Circuit Passes terminates as of the date of closure. Local Circuits has no obligation to refund, substitute, or otherwise make whole any Pass holder, but may in its sole discretion offer a substitute Pass or other accommodation. This Section is disclosed to Households in the Circuit Pass Terms.

Article 18 — Publicity

18.1 Local Circuits may identify Merchant as a participating business in Campaign materials, School Community communications, the Platform, and its own marketing, consistent with Article 8.

18.2 Merchant may publicly announce its participation and may use Local Circuits-provided marketing assets in accordance with the Local Circuits brand guidelines.

18.3 Neither Party shall make any public statement regarding fundraising results attributable to a specific School Community without that School Community's prior consent.

Article 19 — Notices

19.1 Notices shall be in writing and delivered by email to the addresses on the signature page, with confirmation of delivery, or by nationally recognized overnight courier. Notice by email is effective on the next business day. Either Party may change its notice address on written notice.

Article 20 — Governing Law and Dispute Resolution

20.1 This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles.

20.2 Informal resolution. Before initiating any proceeding, the Parties shall attempt in good faith to resolve the dispute through discussion between individuals with authority to settle, for not less than thirty (30) days after written notice of the dispute.

20.3 Mediation. If informal resolution fails, the Parties shall submit the dispute to non-binding mediation before a mutually agreed mediator in Napa County, California, with costs shared equally.

20.4 Venue. If mediation fails, the Parties consent to the exclusive jurisdiction of the state and federal courts located in Napa County, California, and waive any objection to venue.

20.5 Each Party bears its own attorneys' fees and costs unless a court determines otherwise.

Article 21 — Miscellaneous

21.1 Entire agreement and order of precedence. This Agreement, together with each executed Campaign Offer Schedule and any exhibits, is the entire agreement between the Parties and supersedes all prior discussions. In the event of a conflict, an executed Schedule controls as to the Offer terms, restrictions, participating locations, Redemption Period, and Maximum Bundle Quantity stated in it; this Agreement controls as to all other matters.

21.2 Updates to these Merchant Terms. Local Circuits may update these Merchant Terms by publishing a new version at localcircuits.com/merchant-terms with a new version number and effective date, and notifying Merchant by email. An updated version applies only to Schedules signed after its effective date, and never to a Campaign already in progress. Every prior version remains available on request. Any other amendment requires a writing signed by both Parties. A new Schedule may be signed without amending this Agreement.

21.3 Waiver. No failure or delay in exercising a right waives it.

21.4 Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder remains in effect.

21.5 Survival. Articles 4, 7.4, 10, 13, 14, 16, 17.3, 20, and 21 survive termination or expiration, as does Merchant's obligation under Section 9.5.

21.6 Counterparts and electronic signature. This Agreement may be executed in counterparts and by electronic signature, each of which is an original.