Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and Herrise LLC (d/b/a Merchie) ("Merchie", "we", "us", or "our") and govern your access to and use of merchie.app, the Merchie merchant dashboard at dashboard.merchie.app, and the related services we provide to local businesses (collectively, the "Service"). By accessing the Service or by clicking "I agree," you agree to be bound by these Terms. If you do not agree, do not use the Service.

These Terms govern Merchie's relationship with merchants — local businesses that use the Merchie platform to operate a branded loyalty app for their own end customers. A separate Customer Terms of Service, at merchie.app/legal/terms, governs end-customer use of merchant-branded apps.

Please read Section 18 carefully. It contains a binding arbitration agreement and a class-action waiver with a 30-day opt-out right.

1. The Service

Merchie provides a software platform that allows local businesses (each, a "Merchant") to launch a white-labeled loyalty and rewards mobile app to their own end customers, manage their loyalty program from a web dashboard, process payments via Stripe Connect, and use related tools (push notifications, email and SMS communications, scheduling integrations, and AI-assisted setup and reporting).

2. Eligibility and Account

To use the Service, you must:

• Be at least 18 years old and have the legal authority to bind the business you represent.
• Operate a legitimate business in a jurisdiction where the Service is available.
• Provide accurate, current, and complete information during signup and keep it accurate.
• Not be barred from receiving the Service under U.S. or other applicable law (including export-control and sanctions law).

You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us immediately at herrisellc@gmail.com if you suspect unauthorized access. We may suspend or terminate accounts that we believe are fraudulent, abusive, or in violation of these Terms.

3. Subscription, Fees, and Billing

• Plans and fees. Subscription pricing, included usage, and overage rates are disclosed at the time of purchase. We may change our pricing prospectively on at least 30 days' notice.
• Billing cycle. Unless otherwise specified, subscriptions are billed in advance on a monthly or annual basis and renew automatically at the end of each cycle until cancelled.
• Payment. Payments are processed by Stripe. By providing a payment method, you authorize us (through Stripe) to charge that method for fees you owe.
• Taxes. Fees are exclusive of taxes. You are responsible for any sales, use, VAT, GST, or similar taxes imposed on the Service in your jurisdiction.
• Late payment. If a charge fails, we may suspend the Service after a reasonable grace period and notice. Continued non-payment may result in termination.
• No refunds. Except where required by law or expressly provided in writing, fees are non-refundable, including for partial billing periods after cancellation.

4. Cancellation

You may cancel your subscription at any time, in a single step, from your dashboard — go to Settings → General → Cancel Merchie Account. Cancellation is at least as easy as signup. As a backup, you may also email herrisellc@gmail.com from the email on file. Cancellation takes effect at the end of the current billing period; you retain access until that date and are not refunded for the unused portion unless required by law. After termination, your access to the dashboard and your published apps is removed, and your data is handled per Section 11.

5. Free Trials, Demos, and Beta Features

We may offer free trials, demos, or beta features at our discretion. Beta features are provided "as is," may change or be discontinued at any time, and may have limited support. By using a beta feature, you agree we may collect and use feedback to improve the Service.

6. Stripe Connect; Payment Processing

To accept payments through your branded app, you must onboard to Stripe Connect (Standard or Express) and agree to Stripe's Connected Account Agreement and Services Agreement at stripe.com/legal. Stripe handles all card data and is solely responsible for the regulated payment processing. Merchie is not a money transmitter, a payment processor, or a party to your relationship with Stripe.

You are solely responsible for: (a) your prices and refund/cancellation policies, (b) your tax collection and remittance, (c) compliance with any state gift-card laws and the federal CARD Act, (d) chargeback and dispute responses, and (e) any disclosures required by consumer-protection law.

7. Your Apps and Brand

When we publish a branded mobile app for you on the Apple App Store or Google Play, you grant Merchie a limited, revocable license to use your business name, logo, brand colors, and other branding for the sole purpose of producing, publishing, and operating your app on those stores. The app is submitted under Merchie's developer accounts (or a developer account you designate); your branding identifies your business inside the app. You retain ownership of your trademarks and brand assets.

8. Your Content and Customer Data

You retain all rights to the content, configuration, and customer data you enter into the Service ("Merchant Data"). You grant Merchie a worldwide, non-exclusive, royalty-free license to host, store, display, reproduce, and process Merchant Data solely as necessary to provide, secure, and improve the Service.

Customer data. For data about your end customers, Merchie acts as your data processor and processes that data on your behalf and on your instructions. You are responsible for: (a) obtaining all required consents from your customers, (b) providing any required notices, including the Customer Privacy Policy, and (c) complying with the laws that apply to your business and your customer relationships. If you require a Data Processing Addendum (DPA), email herrisellc@gmail.com.

No AI training on Customer Data. We do not use your Merchant Data or your customers' personal data to train AI models. Merchant-facing back-office tools (such as weekly business reports, onboarding setup, and translation) may use AI services and receive only your business information (such as your public website content or aggregated, non-identifying metrics).

9. Acceptable Use

You agree not to, and not to permit others to:

• Use the Service for any unlawful, harmful, fraudulent, or deceptive purpose.
• Use the Service to deliver healthcare services that require HIPAA-covered processing or to upload, transmit, or store any Protected Health Information (PHI) as defined under HIPAA. Without limitation, you will NOT enter into the Service: treatment notes, diagnoses, medications, allergies, intake forms, health histories, lab or imaging results, photographs taken in the course of medical treatment that depict identifiable patients (including before/after photos), or any information protected under state medical-privacy laws (e.g., California CMIA, New York SHIELD Act, Washington My Health My Data Act). Merchie is not a HIPAA covered entity or Business Associate, does not offer a Business Associate Agreement, and is not configured to receive PHI. Clinical records must be maintained in a separate HIPAA-compliant practice management system. You agree to indemnify Merchie for any claim, regulator action, or penalty arising from your or your staff's upload of PHI in violation of this provision. Merchie may immediately suspend or terminate your account upon detection of PHI uploads, without refund.
• Send spam or non-permission-based marketing communications, or violate the CAN-SPAM Act, TCPA, CASL, or similar laws.
• Misrepresent your relationship with us or the brand of the Service.
• Reverse-engineer, decompile, disassemble, or attempt to extract the source code of the Service, except to the limited extent that applicable law expressly permits.
• Use the Service to send unsolicited SMS or violate carrier rules including the CTIA messaging principles and best practices.
• Interfere with, disrupt, or attempt to gain unauthorized access to the Service or any connected network.
• Use bots, scrapers, or other automated means to access or extract data, except via our published APIs and within the published rate limits.
• Violate any export-control or sanctions law.

Violations may result in suspension or termination of your account, removal of content, and, where appropriate, referral to law enforcement.

10. Merchant Obligations and Compliance

You represent and warrant that:

• You will operate your business and the loyalty program lawfully, including compliance with all applicable consumer-protection, gift-card, advertising, healthcare, and tax laws.
• You will obtain all consents and provide all notices required to collect, process, and communicate with your customers through the Service.
• You will honor your stated refund, cancellation, and reward redemption policies.
• Any content you submit (logos, brand assets, customer lists) does not infringe any third party's rights and you have all necessary licenses and consents.
• You will not use the Service to compete directly with Merchie or to build a competing product.

11. Term, Suspension, and Termination

These Terms remain in effect for as long as you have an account or use the Service. We may suspend or terminate your account at any time, with or without notice, for: (a) violation of these Terms, (b) non-payment, (c) fraud or abuse, (d) legal requirements, or (e) at our discretion for material business reasons.

On termination, your access to the dashboard and your published apps is removed. You may export your Merchant Data within 30 days after termination by emailing herrisellc@gmail.com; after that period we will delete or de-identify your Merchant Data in the normal course, except for records we are required to retain by law.

12. Intellectual Property

The Service — including all software, design, look and feel, user interface, graphics, the "Merchie" name and logo, and content — is owned by Merchie and its licensors and is protected by intellectual property law. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during your subscription. All rights not expressly granted are reserved.

If you provide feedback or suggestions about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use the Feedback for any purpose without obligation to you.

13. Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). Confidential Information includes our pricing, the design and architecture of the Service, and your non-public business information. Each party agrees to: (a) use Confidential Information only as needed to perform under these Terms, and (b) protect it with at least the same degree of care it uses for its own confidential information (and no less than a reasonable degree of care). Confidential Information does not include information that is or becomes public other than by breach, was already known, is independently developed, or is rightfully received from a third party.

14. Third-Party Services

The Service integrates with third-party services (Stripe, Apple, Google, Firebase, Twilio, Resend, Supabase, Expo, and others) to operate. Your use of those services is subject to their own terms and policies. We are not responsible for the practices of third parties.

15. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE MAKE NO GUARANTEE THAT THE APPS WE PUBLISH ON YOUR BEHALF WILL BE APPROVED OR REMAIN AVAILABLE ON THE APPLE APP STORE OR GOOGLE PLAY.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MERCHIE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO MERCHIE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

17. Indemnification

You agree to indemnify, defend, and hold harmless Merchie and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use or misuse of the Service; (b) your violation of these Terms; (c) your violation of any applicable law (including consumer protection, healthcare, gift card, tax, or privacy law); (d) any claim by your end customer arising out of your loyalty program, refunds, services, or products; (e) any Merchant Data or content you submit; or (f) any third-party claim that your business or brand infringes intellectual property rights.

18. Dispute Resolution; Binding Arbitration; Class-Action Waiver

Please read this Section carefully. It affects your rights.

If you are located in the United States, you and Merchie agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") will be resolved by binding individual arbitration, except that: (a) either party may bring an individual action in small-claims court for Disputes within its jurisdiction; and (b) either party may seek injunctive or equitable relief in court to protect intellectual property rights.

The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer-Related Disputes, available at adr.org. The arbitration will be conducted in the English language and seated in New Castle County, Delaware unless the parties agree otherwise.

YOU AND MERCHIE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims and may not preside over any form of representative or class proceeding.

30-Day Opt-Out. You may opt out of this arbitration provision by sending written notice to herrisellc@gmail.com with the subject line "Arbitration Opt-Out" within 30 days of first accepting these Terms.

If the class-action waiver is held unenforceable, the entire arbitration provision will be unenforceable and the Dispute will be resolved in the courts identified in Section 21.

19. Changes to the Service and These Terms

We may modify the Service at any time, including adding, changing, or discontinuing features. We may update these Terms from time to time; the "Last updated" date reflects the most recent revision. We will provide notice of material changes at least 14 days before they take effect, except where a shorter period is required by law. Your continued use after changes become effective constitutes acceptance.

20. Publicity

You grant Merchie the right to identify you as a Merchie customer and to use your business name and logo in customer lists and case studies. You may opt out at any time by emailing herrisellc@gmail.com.

21. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 18, any action not subject to arbitration must be brought exclusively in the state or federal courts located in New Castle County, Delaware, and you and we consent to the personal jurisdiction of those courts.

22. General

• Entire agreement. These Terms, together with the Website Privacy Policy and any order form, DPA, or other document signed by both parties, constitute the entire agreement between you and Merchie regarding the Service and supersede any prior agreements on the same subject matter.
• Severability. If any provision is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will continue in full force and effect.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later. Any waiver must be in writing.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.
• Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including natural disasters, network outages, pandemics, labor disputes, or government action.
• No agency. No agency, partnership, joint venture, or employment relationship is created between you and us as a result of these Terms.
• Notices. We may give notices to you through the Service, by email to the address on file, or by other reasonable means. Notices to us must be sent to herrisellc@gmail.com.
• Electronic communications. You consent to receive communications from us electronically and agree that electronic agreements, notices, and disclosures satisfy any legal requirement that they be in writing.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Export controls. You agree to comply with all U.S. and foreign export-control and sanctions laws applicable to your use of the Service.

23. Contact

Questions about these Terms?

• Herrise LLC (d/b/a Merchie)
• Email: herrisellc@gmail.com
• State of formation: Delaware, United States