Merchant Terms of Service

DRAFT FOR ATTORNEY REVIEW. Not legal advice. Not yet in effect. Prepared 2026-10-24 for Gorin Collective LLC. Placeholders: Nearific, nearific.app, erick@gorincollective.com, Draft, not yet in effect.

Points for counsel

1. Fees: the Service launches free under an Early Access period with no pricing published. §7 is written so that no fee can apply until the merchant accepts a written fee schedule in the dashboard. Confirm this is enough, and add auto-renewal and cancellation disclosures required by Arizona and other states once subscriptions start.
2. Alcohol and regulated goods: offers on free or discounted alcohol are the merchant's compliance burden under Arizona liquor law (§5). Confirm the attestation language and whether the platform should prohibit certain promotions outright.
3. Data: merchants receive a consumer's first name and age range only at redemption and aggregated analytics otherwise (§8). Confirm the re-identification prohibition and whether a data-processing addendum is needed.
4. Google Maps Platform: seeded listings use Google Places data under Google's terms; confirm attribution and caching obligations are reflected in §4.
5. Honoring obligation and the "not honored" remedy (§5 and §6): confirm enforceability and whether a liquidated remedy for consumers is advisable.
6. Limitation of liability cap and mutual indemnities (§12 to §13).

Effective date: Draft, not yet in effect

1. Parties and acceptance

These Merchant Terms of Service (the "Agreement") are between Gorin Collective LLC, an Arizona limited liability company ("we", "us", the "Company"), and the business that creates a merchant account on Nearific (the "Merchant", "you"). By creating a merchant account, claiming a listing, or posting an offer, the person doing so represents that they are authorized to bind the Merchant to this Agreement. The consumer Terms of Use and Privacy Policy are incorporated by reference where they describe how the Service works.

2. The Service

Nearific (the "Service") lets you publish time-limited, quantity-limited offers that are shown to people near your location who have chosen to see local offers, lets those people claim an offer, and lets your staff confirm redemption at the counter. The Service also provides you with analytics about views, claims, and redemptions. We provide the platform; you provide the offers and fulfill them.

3. Accounts, staff, and the Business PIN

• One merchant account per legal entity; each physical location is a separate listing under that account. You are responsible for everyone who accesses your account or uses your Business PIN.
• The Business PIN lets your staff open a redeem-only screen and confirm redemptions. Keep it confidential, change it when staff leave, and tell us promptly at erick@gorincollective.com if you believe it has been compromised. Redemptions recorded with your PIN are attributed to you.
• You must provide accurate contact information and keep it current.

4. Your listing

• Listings may be pre-populated from public sources, including Google Maps Platform, before you claim them. When you claim a listing you confirm that you are the business (or its authorized representative) and you become responsible for the accuracy of its name, address, hours, category, and photos. Listing data from Google is displayed with Google's attribution and is subject to Google's terms until you replace it with your own content.
• You grant us a non-exclusive, royalty-free, worldwide license to use your business name, logo, photos, and offer content to display, promote, and operate the Service, including in marketing materials that show offers available on the Service. We will stop using your marks in new materials within 30 days after this Agreement ends.
• You confirm you have the rights to all content you upload, including photos.

5. Offers

• You set the terms. You decide the offer, the discount, the quantity, the duration, and any conditions, within the Service's rules (for example, minimum discount, maximum duration, one claim per device). The Service displays these terms to consumers exactly as you enter them.
• You will honor every valid, unexpired claim presented at your business, under the terms shown on the offer, including after you stop accepting new claims. You may end an offer to new claimants at any time; claims already made remain valid until they expire.
• Accuracy. Offer descriptions, photos, and prices must be truthful. Photos for "goodwill" offers must show the actual item. Price comparisons must comply with federal and state advertising law.
• Compliance is your responsibility. You are solely responsible for ensuring your offers and their fulfillment comply with all laws that apply to your business, including liquor laws (for free or discounted alcohol), food-safety rules, pricing and advertising rules, sales-tax collection, and any franchise or landlord restrictions. Offers in regulated categories (alcohol, tobacco, cannabis, firearms) are disabled by default and require you to accept a category-specific attestation before posting. We may decline or remove any offer in these categories at our discretion.
• Prohibited offers: anything unlawful, deceptive, discriminatory, or that targets minors with age-restricted products; offers that require a consumer to provide personal information to you beyond what the Service shows; offers that disparage competitors or third parties.
• We may remove offers or listings, or suspend your account, if we reasonably believe they violate this Agreement or create risk for consumers or the Service.

6. Redemption and disputes

• Redemption is recorded when your staff enter a consumer's claim code in the Service or enter your Business PIN on the consumer's screen. The Service enforces expiry: expired claims cannot be redeemed and you are not required to honor them.
• The Service's records of claims and redemptions are the authoritative record for the Service's analytics and for any dispute between you and us.
• Consumers may report that a valid claim was not honored. We will share such reports with you and may remove a Merchant that repeatedly fails to honor claims. Disputes about goods or services sold are between you and the consumer.

7. Fees, Early Access, and billing

• Early Access. The Service is currently provided free of charge under an Early Access program. During Early Access you agree, in exchange, to display the Service's materials (such as a door sticker or counter card with your QR code) and to let us feature your offers and name as described in §4.
• No fees without acceptance. We will not charge you anything until you accept a written fee schedule presented in your dashboard. Any future subscription will state its price, billing period, renewal terms, and how to cancel before you accept it, and you may cancel at any time, effective at the end of the current billing period.
• Fees, when they apply, are exclusive of taxes. [Counsel: add auto-renewal, refund, and payment-processor terms when pricing launches.]

8. Data and analytics

• What you receive. For each offer, the Service provides counts and timing of views, claims, and redemptions, and comparisons across your offers. At the moment of redemption your staff may see the consumer's first name and age range if the consumer chose to share them. You will not receive consumers' email addresses, phone numbers, or precise locations through the Service.
• Your obligations. You may use the analytics to operate and market your own business. You may not attempt to re-identify consumers, combine Service data with other data to do so, sell or share consumer-level data from the Service, or use it to contact consumers outside the Service.
• Our use. We may use data generated by the Service, including your offers and their performance, to operate, secure, and improve the Service, and to produce aggregated or de-identified statistics (for example, "offers in Downtown Gilbert redeem on average in 11 minutes") that do not identify your business without your consent.
• Privacy. We handle consumer information under our Privacy Policy. If you receive any consumer information through the Service you will protect it and use it only as permitted here.

9. Promotion, QR codes, and referrals

We provide printable QR codes and materials for your location. Scans and sign-ups through your QR code are attributed to you in your analytics. If we offer referral credits or founder benefits in the future, their terms will be presented separately in your dashboard. You may describe your participation truthfully ("Find our deals on Nearific") and may not imply that we endorse your products.

10. Term, suspension, and termination

• This Agreement starts when you create your account and continues until ended by either party.
• You may end it at any time by closing your account in the dashboard or emailing erick@gorincollective.com. Live offers stop accepting new claims; claims already made remain valid until they expire, and you will honor them.
• We may suspend or end your access immediately if you breach this Agreement, if your offers create legal or safety risk, or if we discontinue the Service. We may also end this Agreement for convenience on 30 days' notice.
• Sections 4 (license wind-down), 8, 11 to 16 survive termination.

11. Intellectual property

The Service, its software, design, and the Nearific name and marks belong to the Company. You receive a limited, non-exclusive, revocable right to use the Service under this Agreement. You keep all rights in your own names, marks, and content, subject to the license in §4. Feedback you give us may be used without obligation.

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT GUARANTEE ANY LEVEL OF VIEWS, CLAIMS, REDEMPTIONS, FOOT TRAFFIC, REVENUE, OR OTHER BUSINESS RESULT. Analytics are estimates based on consumer behavior in the Service and may be incomplete.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, ARISING FROM THIS AGREEMENT. THE COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID US IN THE TWELVE MONTHS BEFORE THE CLAIM OR ONE HUNDRED DOLLARS ($100). These limits do not apply to your indemnity obligations or to either party's breach of §8.

14. Indemnification

You will defend, indemnify, and hold harmless the Company and its members, managers, employees, and agents from any third-party claim, loss, liability, or expense (including reasonable attorneys' fees) arising from your offers, your goods or services, your content, your use of consumer data, or your violation of law or this Agreement. We will defend and indemnify you against third-party claims that the Service itself (excluding your content and third-party data) infringes a United States intellectual-property right.

15. Independent parties; non-exclusivity

The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or franchise. This Agreement is non-exclusive; either party may work with others.

16. General

Arizona law governs this Agreement, without regard to conflict-of-law rules. Before bringing a claim, each party will give the other written notice and 30 days to resolve it informally; unresolved disputes will be brought in the state or federal courts in Maricopa County, Arizona. [Counsel: confirm, or substitute arbitration.] Notices to us go to erick@gorincollective.com; notices to you go to the email on your account. We may update this Agreement by posting a revised version and notifying you in the dashboard or by email; material changes take effect 30 days after notice unless you end the Agreement before then. If any provision is unenforceable, the remainder stands. You may not assign this Agreement without our consent; we may assign it in connection with a merger, acquisition, or sale of assets. This Agreement, with the documents it references, is the entire agreement about the Service.

17. Contact

Gorin Collective LLC, Phoenix, Arizona. Email: erick@gorincollective.com.