Merchant Agreement

This Merchant Agreement (the “Agreement”) is between LeadTimber LLC, an Ohio limited liability company located at 7610 Railroad Ave, Madeira, OH 45243, USA (“Shop Madeira”, “we”, “us”), and the Madeira-area business identified at signup (“Merchant”, “you”). It governs your participation in the Shop Madeira loyalty program and your use of the merchant portal at merchant.shop-madeira.com.

This Agreement applies in addition to our public Terms of Service and Privacy Policy. Where this Agreement and the Terms of Service conflict, this Agreement controls for your participation as a merchant.

1. Who can participate

To participate as a merchant you must:

• Operate a brick-and-mortar storefront or service location with a physical address inside Madeira, Ohio (ZIP 45243).
• Hold a current vendor’s license, professional license, or other registration required to operate your business under Ohio law.
• Be at least 18 years old and able to bind the business named in your signup.
• Verify ownership of the listing using at least two of the methods we accept: the business phone number, the business email address on the listing, a copy of your Vendor’s License, or a photograph of your storefront with a code we provide.

We may refuse, suspend, or revoke a merchant account at our discretion if a listing does not meet these requirements or if we believe a claim was made by someone other than the owner.

2. Your listing

• You are responsible for keeping the listing accurate, hours, address, phone, photos, perks, and team members.
• You grant Shop Madeira a non-exclusive, royalty-free, worldwide license to display your name, logo, listing copy, and uploaded photos on shop-madeira.com, in the iOS app, in email communications to neighbors who have opted in, and in printed Shop Madeira collateral. The license ends when you remove the listing or terminate this Agreement.
• You represent and warrant that you own or have the right to use every photo, logo, and piece of text you upload, and that none of it infringes a third party’s rights.
• We may generate an AI-assisted cover photo while you finish uploading your own. AI-generated photos are labelled in the alt-text and removed the moment you upload a real one.
• We may make minor, non-substantive edits to your listing for style consistency (capitalization, spacing, formatting). We will not change pricing, hours, or perks without your consent.

3. The loyalty program

• Customers earn stamps when they check in at your storefront via the Shop Madeira app or web wallet. Stamps are issued, recorded, and reversed by Shop Madeira; you do not need to track them yourself.
• You may configure one or more perks (free items, discounts, exclusive products) that customers can redeem at a stamp threshold you set. You fund the perk yourself, Shop Madeira does not reimburse you for redeemed perks.
• You agree to honor any perk you configure for as long as it appears active in the merchant portal. If you need to retire a perk, deactivate it from the portal at least 24 hours before honoring it for the last time.
• You agree to honor Saturday and event-day multipliers configured by Shop Madeira (for example, 2× on Saturdays, with higher multipliers on designated event days as published on the events calendar) at no extra cost to the customer.
• You may not condition stamps or perks on the purchase of an unrelated product, on tipping, on signing up for any other program, or on sharing the customer’s personal information beyond what the app collects.
• We may reverse stamps and revoke perks awarded as a result of suspected fraud, refunded transactions, or a violation of these terms.

4. Pricing and billing

• The subscription fee for participation is published at /for-businesses/pricing and confirmed at signup. You may pick monthly or annual billing.
• The subscription is the only required fee. There is no per-stamp, per-check-in, per-redemption, or percent-of-sale charge.
• The first fourteen days are free. Billing begins on day fifteen. You may cancel at any time before day fifteen without being charged.
• We may change pricing on at least sixty days’ notice. Any merchant on an annual plan keeps the rate that was active when their annual term began until that term ends.
• If a payment fails, we will retry, notify you, and pause stamp issuance after fifteen days of non-payment. Your listing reverts to the free “Claimed” tier until payment is restored.
• Hardware fees (the optional merchant tablet bundle) are one-time and non-refundable after shipment, except where required by law.

5. Customer data

• Shop Madeira is the data controller for the neighbor-side data and the data trustee for the program as a whole.
• You receive customer insights through the merchant portal, aggregated, anonymized counts: how many neighbors checked in, how many were first-time, repeat-visit rate, time-of-day distribution. We do not share an individual neighbor’s name, email, phone number, or check-in history with you unless that neighbor has explicitly chosen to share their identity with your shop (for example, by redeeming a perk that requires it).
• You agree not to attempt to re-identify a neighbor from the aggregated data we share with you, not to combine that data with other data sets in a way that would re-identify them, and not to share Shop Madeira data with any third party.
• Customer data is never sold. Shop Madeira does not sell neighbor data to anyone, and you agree you will not sell or transfer Shop Madeira data to anyone either.

6. Your team

You may add team members to the merchant portal so they can scan stamps and run perks. Each team member must use their own login. You are responsible for:

• Granting and revoking access for the people who work in your shop.
• Ensuring team members understand the program and honor perks the way the portal shows them.
• The actions taken by anyone you authorize on your account, just as you would be for any other workplace tool.

7. Conduct

You agree NOT to:

• Issue stamps to customers who did not actually visit your storefront (no “stamp farming”), or to yourself.
• Refuse to honor a stamp or perk because of the customer’s race, color, religion, sex, national origin, age, disability, sexual orientation, gender identity, source of income, or any other characteristic protected by applicable law.
• Use Shop Madeira to solicit customers off-program, to bait them into a different loyalty program, or to send them communications unrelated to the perk they redeemed.
• Misrepresent the value of a perk in your listing, including listing a perk you do not intend to honor.
• Reverse-engineer, scrape, or attempt to derive the source code of any part of the merchant portal, the scanner app, or the worker.
• Use Shop Madeira data, including aggregated insights, to compete with Shop Madeira itself or to operate a competing loyalty program.

Material violations may result in immediate suspension of your account, removal of your listing from the directory, and termination of this Agreement without refund of fees already paid for the current cycle.

8. Indemnity

You will indemnify and hold harmless Shop Madeira, its officers, employees, and contractors from and against any claim, loss, or liability arising out of:

• Your listing content, including any photo, logo, or copy you upload.
• A perk you offered through Shop Madeira (including a customer’s claim that you failed to honor it as listed).
• Your goods or services delivered to a customer who reached you via Shop Madeira.
• Your violation of this Agreement or of any applicable law.

9. Limitation of liability

To the maximum extent permitted by law, Shop Madeira’s aggregate liability to you under or in connection with this Agreement is limited to the greater of (a) the subscription fees you paid to Shop Madeira in the twelve months immediately preceding the claim, or (b) one hundred US dollars. Shop Madeira is not liable for indirect, incidental, consequential, special, exemplary, or punitive damages, lost profits, lost data, or loss of goodwill, even if advised of the possibility.

10. Term and termination

• This Agreement begins when you sign up for the program and continues until either party terminates it.
• You may terminate at any time from the merchant portal. Your listing reverts to the free “Claimed” tier at the end of your current billing cycle. We do not refund partial months.
• We may terminate this Agreement on thirty days’ notice for convenience, or immediately for cause (material breach of this Agreement, fraud, repeated failure to honor perks, or a court order).
• Sections 5 (Customer data), 7 (Conduct), 8 (Indemnity), 9 (Limitation of liability), and 11 (Governing law) survive termination.

11. Governing law

This Agreement is governed by the laws of the State of Ohio, without regard to its conflict of laws rules. The exclusive venue for any dispute arising out of or relating to this Agreement is the state or federal courts located in Hamilton County, Ohio, and you consent to personal jurisdiction in those courts.

12. Changes

We may update this Agreement to reflect changes in the program. We will give you at least thirty days’ notice before a material change takes effect. If you continue to use the merchant portal after a change takes effect, you have accepted the change. If you do not accept a change, you may terminate this Agreement before the change takes effect under Section 10.

13. Contact

Questions about the program go to merchants@shop-madeira.com. Legal notices to Shop Madeira go to legal@shop-madeira.com with a copy by mail to LeadTimber LLC, 7610 Railroad Ave, Madeira, OH 45243, USA.