Gopher Deals Merchant Agreement

1Acceptance of This Agreement

By submitting a Deal, clicking or tapping "I Agree," "Submit," or a similar control, or by allowing a Deal to be listed on the Gopher platform, you accept this Agreement. If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you are authorized to bind that entity, and "Merchant" and "you" refer to that entity. You must be at least 18 years old and legally able to form a binding contract.

2Definitions

"Gopher Deals" (or "Deals") is Gopher's merchant partnership program that showcases participating merchants' offers to the Gopher marketplace community. A "Deal" is a promotion, offer, product, or listing a Merchant submits for display. "Listing" means the display of a Deal on the platform. "Gopher" (capitalized, when referring to a person) means an independent worker on the platform; "Requestor" or "user" means a member of the marketplace community. "Gopher Entities" means Gopher, Inc. and its officers, directors, employees, agents, licensors, affiliates, and successors.

3Gopher's Role — Listing & Discovery Only

For Gopher Deals, Gopher, Inc. acts solely as a listing and discovery service. Gopher is not a marketplace facilitator, seller, reseller, agent, broker, distributor, payment processor, or party to any transaction between a user and a Merchant. When a user is interested in a Deal, Gopher provides a link to the Merchant's own ordering portal, and any purchase is made directly with the Merchant on the Merchant's own website or platform. No payment for a Deal passes through Gopher, and Gopher does not collect, process, hold, or receive any portion of a Deal purchase.

Gopher does not set, control, endorse, verify, or interfere with the substance, pricing, availability, or fulfillment of any Deal. Listing a Deal is a discovery convenience, not an endorsement, guarantee, or verification of the Merchant, its products, or its fulfillment.

4Merchant Eligibility & Account

To participate, you must be a legitimate business or lawful seller able to fulfill the Deals you offer. You agree to provide accurate, current, and complete information about your business, contacts, and offerings, and to keep it up to date. You are responsible for all activity conducted under your Merchant account and for maintaining the confidentiality of any credentials. Gopher may verify your information and may decline or remove any Merchant at its sole discretion.

5Deal Submission, Review & Approval

You may submit a Deal for Listing through Gopher. Gopher aims to review and approve or deny submitted Deals within five (5) business days. Each submission is reviewed against this Agreement, the Terms of Service, and the Prohibited List, and Gopher may decline, edit for presentation, or remove any Deal at its sole discretion, with or without cause.

Approval reflects only that the Listing is permitted; it is not an endorsement, guarantee, or verification of you, your products, your pricing, or your fulfillment. Gopher does not guarantee any placement, prominence, duration, impressions, clicks, traffic, transaction volume, or results from a Listing.

6Merchant Representations & Warranties

For every Deal you submit or maintain, you represent and warrant that:

• All descriptions, pricing, inventory, imagery, claims, and content are accurate, current, lawful, and not false, deceptive, or misleading;
• You hold all licenses, permits, registrations, and rights necessary to offer, sell, and fulfill the Deal;
• The Deal, your products or services, and their sale, marketing, and delivery comply with all applicable local, state, and federal laws;
• You own or have all rights necessary to the name, logo, trademarks, imagery, and content you provide, and they do not infringe or violate the rights of any third party;
• You will honor every Deal you list according to its stated terms while it is displayed; and
• You are not identified on any government list of prohibited or restricted parties and are not located in a comprehensively sanctioned jurisdiction.

7Fulfillment, Refunds & Customer Service

When a user redeems or purchases a Deal, the user transacts directly with you, and your own purchasing terms, pricing, availability, and policies apply. You are solely responsible for honoring the Deal, fulfilling the order, and handling all customer service, order issues, returns, refunds, cancellations, replacements, recalls, warranties, and disputes relating to the purchase. If a Deal is misrepresented, not honored, or otherwise unsatisfactory, responsibility rests with you. Gopher makes no representations or warranties regarding you, your Deal, or your products and assumes no liability for them.

Because no payment for a Deal passes through Gopher, all billing questions, refunds, and payment disputes for a Deal purchase are handled directly between you and the user (or the user's card issuer or payment provider). Gopher cannot issue refunds or reverse charges for a Deal purchase and is not responsible for any chargeback or billing matter arising from one.

8Pricing, Payments & No Transactional Fee

You set and control your own pricing. Payment for every Deal is collected by you, directly, through your own systems. Gopher does not process, hold, escrow, or remit funds for Deal purchases and takes no transactional cut of a Deal. Gopher Deals is offered at no transactional cost to either side; if any optional paid placement, promotion, or program fee is ever offered, it will be disclosed and agreed separately in writing before it applies. You are responsible for your own payment processing, PCI compliance, and the security of any payment information you collect.

9Taxes

You are solely responsible for determining, collecting, reporting, and remitting any and all sales, use, excise, VAT, or other transaction taxes applicable to your Deals and sales, and for any income or business taxes arising from your activity. Because Gopher is not a party to, seller in, or payment facilitator for Deal transactions, Gopher does not calculate, collect, remit, or advise on your taxes, and nothing in this Agreement constitutes tax advice.

10Brand, Trademark & Content License

By submitting a Deal, you grant Gopher, Inc. a worldwide, non-exclusive, royalty-free, sublicensable license to use, host, store, reproduce, adapt for display, publish, publicly display, and distribute your business name, logo, trademarks, service marks, offer details, imagery, and related content ("Merchant Content") for the purposes of listing, operating, marketing, and promoting the Deal and the Gopher platform. You represent and warrant that you own or have all rights necessary to grant this license and that the Merchant Content does not infringe or violate any third-party rights. Gopher may remove, decline to display, or stop using any Merchant Content at its discretion. This license ends within a commercially reasonable period after a Deal is removed, except for residual copies retained for backup, records, or as required by law.

11Compliance with Laws; Regulated & Age-Restricted Goods

You are solely responsible for ensuring that your Deals, products, services, marketing, and fulfillment comply with all applicable laws, including consumer-protection, advertising, pricing, labeling, and product-safety laws. Where a Deal involves alcohol, tobacco, or other age-restricted, licensed, or otherwise regulated goods or services, you are solely responsible for all associated legal compliance — including age verification, licensing, permitted sale and delivery, and labeling. Gopher is not the seller and assumes no responsibility for your compliance. If such a purchase is turned into a Gopher Request for delivery, the age-restricted delivery rules in the Terms of Service apply to that Gopher Request.

12Deals Privileges Are Revocable

Participation in Gopher Deals is a revocable privilege, not a right. Approval and continued Listing confer no guarantee of placement, duration, transaction volume, or exposure. Gopher, Inc. may suspend, restrict, decline, pause, or revoke your Deals privileges at any time, in its sole discretion, with or without cause and with or without notice — including where you repeatedly or materially fail to honor or fulfill a listed Deal, misrepresent an offer, violate this Agreement, the Terms of Service, or the Prohibited List, or generate a pattern of user complaints or disputes.

13Gopher Requests Arising from a Deal

A user may choose to convert a Deal into a Gopher Request for related help — for example delivery, assembly, or installation. Any such Gopher Request is a separate, independent transaction between the user and an independent Gopher, governed by the Terms of Service. You are not a party to, and bear no responsibility for, any Gopher Request arising from a Deal, and you acquire no rights in it.

Conversely, your failure to fulfill a Deal does not relieve a user of amounts owed to an independent Gopher for work the Gopher actually performed. A Gopher's completed work is paid under the completion and payment provisions of the Terms of Service regardless of your conduct as a Merchant. Your non-fulfillment is addressed instead through the loss of Deals privileges described above.

14Prohibited Conduct

You agree not to: list any item or service on the Prohibited List or otherwise unlawful; post false, deceptive, bait-and-switch, or misleading Deals or pricing; infringe any third party's intellectual property or other rights; attempt to route users off-platform to evade or misuse the program in bad faith; manipulate ratings, reviews, or listings; introduce malware or interfere with the platform's operation or security; or misuse another party's data obtained through the program. Violations are grounds for immediate removal and may be reported to authorities.

15Confidentiality

Each party may receive non-public information from the other in connection with the program. You agree to use any non-public Gopher information only to participate in Gopher Deals and to protect it from unauthorized disclosure. Any user or community data you obtain through the program must be handled in accordance with applicable law and Gopher's Privacy Policy, used only to fulfill the related transaction, and not sold or repurposed.

16Insurance

You are responsible for obtaining and maintaining any insurance appropriate to your business, products, and services, including any general liability, product liability, or professional coverage required by law or prudent for your operations. Gopher does not provide any insurance covering you, your products, or your fulfillment.

17Indemnification

You agree to indemnify, defend, and hold harmless the Gopher Entities from and against any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorney's fees) arising out of or relating to: your Deal, products, or services; your fulfillment or non-fulfillment; your Merchant Content or any infringement claim relating to it; your representations or warranties; your violation of this Agreement, the Terms of Service, the Prohibited List, or any law; your handling of user or payment data; or any transaction or dispute between you and a user. Gopher may, at its option, participate in the defense of any such claim with counsel of its choosing at your expense, and you will not settle any claim in a way that imposes obligations on the Gopher Entities without their prior written consent.

18Disclaimers

The Gopher platform and the Deals program are provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, the Gopher Entities disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty regarding uptime, traffic, results, or the conduct of any user or Gopher. Gopher does not warrant that any Listing will produce sales, leads, or any particular outcome.

19Limitation of Liability

To the fullest extent permitted by law, the Gopher Entities will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, arising out of or relating to this Agreement or the Deals program, even if advised of the possibility. The total aggregate liability of the Gopher Entities for any and all claims arising out of or relating to this Agreement or the Deals program shall not exceed the greater of (a) $100 (USD) or (b) the total fees, if any, you actually paid to Gopher, Inc. for the Deals program during the twelve (12) months immediately preceding the event giving rise to the claim. Because Gopher Deals is generally offered at no transactional cost, this amount may be zero. This limitation applies regardless of the legal theory and even if a stated remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so portions may not apply to you.

20Term & Termination

This Agreement applies for as long as you participate in Gopher Deals. Either party may terminate participation at any time, for any reason. Gopher may suspend or terminate your participation, or remove any Deal, immediately and at its sole discretion as described in this Agreement. Upon termination, your Listings may be removed and the licenses you granted wind down as described in the Brand, Trademark & Content License section, subject to residual and legally required retention. Termination does not relieve either party of obligations that accrued beforehand.

21Independent Parties; No Agency

You and Gopher are independent parties. Nothing in this Agreement creates any partnership, joint venture, franchise, employment, or agency relationship, and neither party may bind or incur obligations on behalf of the other. You are not authorized to make any representation or warranty on Gopher's behalf.

22Arbitration & Class Action Waiver

In the event the parties cannot resolve any dispute arising out of this Agreement, such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator administered by the American Arbitration Association, in a North Carolina location mutually agreed upon by the parties. The prevailing party is entitled to recover its costs and reasonable attorney's fees. This provision survives termination.

23Governing Law & Venue

To the maximum extent permitted by law, this Agreement is governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. Subject to the arbitration provision above, you consent to the exclusive jurisdiction and venue of the state and federal courts located in North Carolina for any dispute not subject to arbitration. It is the express wish of the parties that this Agreement be written in English.

24Changes to This Agreement

Gopher may modify this Agreement at any time, in its sole discretion. The most current version supersedes all prior versions, and your continued participation in Gopher Deals after a change takes effect constitutes acceptance of the updated Agreement. We encourage you to review it periodically.

25Assignment, Survival & Entire Agreement

You may not assign or transfer this Agreement without Gopher's prior written consent; Gopher may assign it without notice or consent, including in connection with a merger, acquisition, reorganization, financing, or sale of assets. Any provision that by its nature should survive termination will survive, including the representations and warranties, indemnification, disclaimers, limitation of liability, confidentiality, arbitration and class-action waiver, and governing-law provisions. If any provision is found invalid or unenforceable, it will be replaced by a valid, enforceable provision that most closely matches the original intent, and the remainder will continue in effect. This Agreement, together with the incorporated Terms of Service, Privacy Policy, and Prohibited List, is the entire agreement between the parties regarding Gopher Deals and supersedes any prior understanding on that subject.

26Electronic Acceptance

You agree that submitting a Deal, or clicking or tapping "I Agree," "Submit," "Accept," or a similar control, constitutes your electronic signature and your intent to be bound by this Agreement, with the same legal effect as a handwritten signature. You consent to receive notices and communications about the Deals program electronically.

Before a Deal submission is accepted, you must affirmatively agree to this Agreement (for example, by checking a box that references it). Gopher may record your acceptance, including the date and time and the version of this Agreement then in effect, and retain that record. That record is evidence of the agreement between you and Gopher, Inc.

27Contact Us

Questions about the Gopher Deals Merchant Agreement or the Deals program: