Participating Outlets Terms of Service

Effective Date: April 15, 2024

Welcome to a-OK Participating Outlets Program

Thank you for your interest in becoming a Participating Outlet with a-OK, a platform dedicated to spreading kindness through acts of generosity like offering a cup of coffee or tea. This document outlines the terms and conditions (the “Terms”) that govern the relationship between anka EK . (“a-OK”, “we”, “us”, or “our”) and the business entity (“Outlet”, “you”, or “your”) participating in our a-OK Participating Outlets Program (the “Program”).

By participating in the Program, you agree to these Terms, which form a legally binding agreement between you and a-OK. If you do not agree to these Terms, you must not participate in the Program.

1. Program Participation

1.1 Eligibility

To participate in the a-OK Participating Outlets Program (“Program”), your business must:

• Be a legally registered business in the jurisdiction in which you operate.
• Serve coffee, tea, or related beverages as part of your primary offerings.
• Have a physical location where customers can redeem their offers in person.
• Agree to comply with all the terms outlined in this agreement and any operational guidelines provided by a-OK. 

1.2 Application Process

• To become a Participating Outlet, you must complete the application process, which includes submitting your business details, location, and services offered. 
• The application process also includes a validation process of legitimacy of a business where participating brands need to use their business credit card/debit card to conduct one a-OK transaction to make an offer to members of a-OK community.
• a-OK will review your application to ensure it meets the Program’s criteria and standards. The review process may include, but is not limited to, an evaluation of your business’s reputation, customer service standards, and compliance with health and safety regulations.
• Approval of applications is at the sole discretion of a-OK. a-OK reserves the right to reject any application without providing a reason.

1.3 Acceptance and Program Participation

• Upon approval, you will receive a notification from a-OK confirming your participation in the Program along with further instructions on how to proceed.
• Participating Outlets are required to sign an digital agreement acknowledging acceptance of these Terms of Service and any additional operational guidelines pertinent to the Program.
• Participation in the Program grants you the non-exclusive right to accept and redeem offers generated through the a-OK platform, in accordance with the terms of this agreement.

1.4 Program Benefits

• Participating in the Program allows your outlet to access a wider customer base and engage with the a-OK community, promoting kindness and generosity through the sharing of coffee and tea beverages.
• a-OK will list your outlet in the a-OK app and website as a Participating Outlet, making it discoverable to users seeking to share or redeem offers.
• You will receive access to a-OK’s Partner Portal, where you can manage your outlet’s profile, track redemptions, and access promotional materials and support.
• a-ok can provide the selected participating brands with POS (Point of Sale) Equipment to help their a-ok based activities.  

1.5 Responsibilities

• As a Participating Outlet, you are responsible for honoring all valid offers presented by a-OK users, in line with the redemption procedures specified by a-OK.
• Maintain the correct menu in the a-OK application. Participating Outlets are required to honor the prices reflected in the a-OK application at the time of offer redemption.
• You agree to maintain the quality and standard of service and to treat a-OK users with courtesy and respect, ensuring they receive a positive experience at your outlet.
• Participating Outlets must promptly report any issues or disputes related to offer redemptions to a-OK for resolution.

2. Responsibilities of Participating Outlets

2.1 Acceptance of Offers

• Participating Outlets agree to accept all valid a-OK offers presented by customers for redemption, subject to the terms of the offer and any limitations or instructions provided by a-OK.
• Offers must be redeemed in a manner consistent with the Participating Outlet’s usual business practices, ensuring that a-OK users receive the same quality of product and service as non-a-OK customers.

2.2 Quality of Service

• Participating Outlets commit to providing a high standard of service to all customers, including those redeeming a-OK offers. This includes maintaining cleanliness, offering prompt service, and ensuring the quality of coffee, tea, and related beverages meets or exceeds industry standards.
• Customer satisfaction should be a top priority. Participating Outlets are expected to address any customer complaints or issues related to the redemption of a-OK offers promptly and fairly.

2.4. Maintaining the menu and honoring the prices. 

• Participating Outlets commit to timely and accurately update their menu and offerings in the a-OK system. 
• Participating Outlets are required to honor the price of the items reflected in the a-OK application at time of offer redemption. 

2.3 Training and Compliance

• Outlets are responsible for ensuring that all employees are adequately trained on the a-OK Program, including the process for offer redemption and any special terms or conditions that may apply.
• Participating Outlets must comply with all applicable laws, regulations, and guidelines related to health, safety, and consumer protection.

2.4 Promotion and Marketing

• Participating Outlets are encouraged to promote their affiliation with the a-OK Program in their marketing materials and on social media, in accordance with a-OK’s brand guidelines and marketing policies.
• Any co-branded promotional activities must be pre-approved by a-OK in writing.

2.5 Data Protection

• In handling personal information of a-OK users (e.g., names, redemption codes), Participating Outlets must adhere to applicable data protection and privacy laws, ensuring the confidentiality and security of user data.
• Participating Outlets agree not to use customer data obtained through the a-OK Program for any purpose other than offer redemption without explicit consent from the user.

2.6 Feedback and Reporting

• Participating Outlets are expected to provide feedback to a-OK on the Program, including any suggestions for improvement or issues encountered during the redemption process.
• Outlets must report any issues directly to a-OK on a regular basis, as specified in the operational guidelines for participating outlets.

2.7 Compliance with Terms

• Adherence to these Terms of Service, as well as any updates or modifications thereto, is mandatory. a-OK reserves the right to audit Participating Outlets for compliance and may take corrective action, up to and including termination from the Program, for any breaches.

3. Financial Arrangements

3.1 Transaction Processing

• Participating Outlets will accept a-OK offers in the form of QR codes, NFC signals, via Manual Entry or any other method specified by a-OK, and process them through the designated a-OK Partner Portal or integrated Point of Sale (POS) system.
• All transactions must be recorded accurately in the a-OK Partner Portal to ensure proper tracking and reconciliation of offers redeemed.

3.2 Payment and Reconciliation

• a-OK will reimburse Participating Outlets for redeemed offers according to the rates and terms established prior to participation in the Program. These rates will be communicated to the Outlets upon acceptance into the Program and may be subject to periodic review and adjustment.
• Reconciliation of redeemed offers and payments to Participating Outlets can be initiated by the Participating Outlets via a-OK Wallet,as per the Operating Guidelines. Detailed reports of redeemed offers will be provided to Outlets as part of the reconciliation process.

3.3 Fees and Charges

• Business Accounts need to do a one time payment for validation process of legitimacy of a business where participating brands need to use their business credit card/debit card to conduct one a-OK transaction to make an offer to members of a-OK community..  
• Participating Outlets are required to provide the community with coffee offers based on variable factors which are listed in the Subscription Rates. 
• a-OK reserves the right to implement transaction fees or other charges in the future, subject to prior notification and agreement with Participating Outlets.
• Any such fees or charges will be deducted from the payments made to Outlets for offer redemptions, as detailed in the reconciliation reports.

3.4 Dispute Resolution

• In the event of a dispute regarding transactions, payments, or reconciliation, Participating Outlets should first contact a-OK’s support team for resolution.
• a-OK commits to resolving any disputes fairly and promptly, with the aim of maintaining a positive and cooperative relationship with Participating Outlets.

3.5 Taxation

• Participating Outlets are responsible for reporting and remitting any taxes associated with the receipt of payments from a-OK for redeemed offers.
• a-OK will provide Outlets with necessary documentation for tax purposes, as required by law.

3.6 Changes to Financial Terms

• a-OK reserves the right to modify the financial terms of the Program, including payment rates, Subscription Rates, fees, and reconciliation procedures, upon providing reasonable notice to Participating Outlets.
• Any changes to financial terms will be communicated via notifications and emails and will take effect no earlier than 30 days from the date of notification, allowing Outlets ample time to adjust their participation in the Program if necessary.

4. Data Protection and Privacy

4.1 Data Sharing Agreement

• Participating Outlets agree to the collection and use of transactional and operational data necessary for the execution of the a-OK Program. This includes data related to offer redemptions, customer interactions, and feedback.
• a-OK commits to using this data responsibly, in accordance with its Privacy Policy, and solely for the purpose of facilitating and improving the Program.

4.2 Compliance with Data Protection Laws

• Both a-OK and Participating Outlets shall comply with all applicable data protection and privacy laws regarding the collection, processing, and storage of personal data.
• Participating Outlets are responsible for ensuring that any personal data received in the course of offer redemptions is handled securely and in compliance with such laws.

4.3 Confidentiality

• Participating Outlets must treat all customer data accessed through the a-OK Program as confidential, using it only for the purpose of fulfilling offers and providing the services outlined in this agreement.
• Any sharing of personal data outside the scope of the Program requires explicit consent from the customer.

4.4 Data Security

• Participating Outlets must implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
• In the event of a data breach, Participating Outlets are required to notify a-OK immediately and cooperate fully with any investigations and remediation efforts.

4.5 Customer Consent

• Participating Outlets must ensure that they have obtained any necessary consents from customers for the use of their personal data in connection with the a-OK Program.
• This includes consent for the collection of data at the point of offer redemption and any subsequent use of that data for marketing or other purposes, in compliance with applicable laws.

5. Marketing and Brand Usage

5.1 Brand Guidelines

• Participating Outlets must adhere to a-OK’s brand guidelines when using a-OK’s trademarks, logos, or other brand elements in promotional materials, both online and offline.
• a-OK will provide Participating Outlets with access to an official brand asset library, which includes approved logos, images, and messaging templates.

5.2 Promotional Activities

• Participating Outlets are encouraged to engage in promotional activities to highlight their participation in the a-OK Program. This can include social media announcements, in-store signage, and other marketing communications.
• All promotional activities and materials mentioning a-OK or using its brand elements must be pre-approved by a-OK to ensure consistency and brand integrity.

5.3 Co-Branded Marketing

• a-OK may, from time to time, collaborate with Participating Outlets on co-branded marketing initiatives designed to promote the partnership, the Program, and special offers.
• Details of any co-branded marketing efforts, including responsibilities, costs, and revenue sharing, will be agreed upon separately in writing by both parties.

5.4 Use of Testimonials and Reviews

• Participating Outlets grant a-OK the right to use any public testimonials, reviews, or feedback related to their participation in the Program in a-OK’s marketing and promotional materials.
• Outlets agree to cooperate with a-OK in the creation of case studies or success stories that showcase the benefits of the Program, subject to the Outlet’s final approval before publication.

5.5 Online and Social Media Presence

• When promoting their participation in the Program on social media or other online platforms, Participating Outlets must link back to the a-OK website or app and use official hashtags provided by a-OK.
• Outlets should monitor their online and social media mentions related to the Program and collaborate with a-OK in addressing any customer inquiries or comments in a timely and positive manner.

5.6 Restrictions

• Participating Outlets are prohibited from using the a-OK brand in a way that implies a-OK’s endorsement of any specific products or services outside of the Program without explicit written consent from a-OK.
• The a-OK trademarks and brand elements cannot be altered in any way and must be displayed according to the guidelines provided by a-OK.

6. Compliance and Legal Obligations

6.1 Legal Compliance

• Participating Outlets must comply with all applicable local, state, federal, and international laws and regulations governing their operations, including but not limited to health and safety, labor, and consumer protection laws.
• Outlets are responsible for obtaining and maintaining any permits, licenses, or certifications required to operate legally in their jurisdiction and participate in the a-OK Program.

6.2 Indemnification

• Participating Outlets agree to indemnify, defend, and hold harmless a-OK, its affiliates, officers, agents, employees, and partners from any claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:
  • Any breach of these Terms by the Outlet;
  • The Outlet’s violation of any law or the rights of a third party;
  • Any dispute or issue between the Outlet and any third party, including customers;
  • Any content or material submitted by the Outlet through the a-OK platform.

6.3 Health and Safety Standards

• Participating Outlets must adhere to the highest health and safety standards, ensuring that their premises are safe, clean, and conducive to a positive customer experience.
• Outlets agree to promptly address any health or safety concerns raised by a-OK or its users and to take corrective action as necessary.

6.4 Product Standards

• Products offered through the a-OK Program, including but not limited to coffee and tea beverages, must meet quality standards set by a-OK. These standards are designed to ensure customer satisfaction and maintain the integrity of the a-OK brand.
• Participating Outlets must ensure that products redeemed through a-OK offers are not inferior in quality or value to similar products sold to regular customers.

6.5 Environmental and Social Responsibility

• a-OK encourages Participating Outlets to engage in environmentally sustainable practices and to contribute positively to their communities.
• While not a mandatory requirement of the Program, adherence to environmental and social responsibility practices is viewed favorably and may be promoted by a-OK as part of its commitment to corporate social responsibility.

6.6 Reporting and Record-Keeping

• Participating Outlets must maintain accurate records of all transactions made through the a-OK Program, including details of offer redemptions, customer interactions, and compliance with these Terms.
• Outlets are required to provide a-OK with access to these records upon request, for purposes of auditing, dispute resolution, and compliance verification.

6.7 Changes to Legal and Compliance Requirements

• a-OK reserves the right to update or modify the legal and compliance requirements related to the Program as necessary to ensure compliance with changing laws and regulations.
• Participating Outlets will be notified of any changes to these requirements and are expected to comply with any new requirements as part of their continued participation in the Program.

7. Term and Termination

7.1 Duration of Agreement

• This agreement commences upon your acceptance of these Terms and will continue in full force and effect until terminated by either party in accordance with these Terms.
• The ongoing participation of an Outlet in the a-OK Program is subject to periodic review by a-OK to ensure continued compliance with these Terms and overall program objectives.

7.2 Termination by Participating Outlet

• A Participating Outlet may terminate this agreement at any time, for any reason, upon providing a-OK with thirty (30) days’ written notice.
• Upon termination, the Outlet agrees to fulfill any outstanding offers pending redemption and to cease using all a-OK branding and marketing materials immediately.

7.3 Termination by a-OK

• a-OK reserves the right to terminate this agreement or suspend a Participating Outlet’s participation in the Program at any time, without notice, for breach of these Terms or any action that jeopardizes the integrity or safety of the a-OK community.
• a-OK may also terminate this agreement for convenience with thirty (30) days’ written notice to the Participating Outlet.

7.4 Effects of Termination

• Upon termination, all rights and obligations of both parties under this agreement immediately cease, except for those obligations that by their nature are intended to survive termination (including but not limited to indemnification, confidentiality, and legal compliance obligations).
• Participating Outlets must immediately cease displaying a-OK branding and remove any references to a-OK from their marketing materials and online presence.

7.5 Handling of Customer Data

• In the event of termination, Participating Outlets must securely delete or return any customer data obtained through the a-OK Program, in compliance with applicable data protection laws and the terms of the Data Protection and Privacy section of this agreement.

7.6 Dispute Resolution Post-Termination

• Any disputes arising under these Terms that are unresolved at the time of termination shall be resolved in accordance with the Dispute Resolution section of this agreement.

7.7 Modification of Program

• a-OK reserves the right to modify, suspend, or discontinue the a-OK Program, in whole or in part, at any time. In the event of a significant modification or discontinuation of the Program, a-OK will provide as much notice as possible to Participating Outlets.

7.8 No Liability for Termination

• Neither a-OK nor the Participating Outlet will be liable to the other for any damages resulting from the termination of this agreement in accordance with these Terms.

8. Dispute Resolution

8.1 General Principles

• a-OK and Participating Outlets agree to work in good faith to resolve any disputes, disagreements, or claims arising out of or relating to this agreement or the Program (“Disputes”) amicably through direct negotiation.

8.2 Notice of Dispute

• The party raising a Dispute must notify the other party in writing, providing a detailed description of the issue, the proposed resolution, and any supporting documentation. The notice should be sent to the contact details provided in the agreement.

8.3 Negotiation and Mediation

• Upon receipt of a dispute notice, the parties will have thirty (30) days to attempt to resolve the Dispute through negotiation. If the parties are unable to resolve the Dispute within this period, they agree to engage in mediation with a mutually agreed upon mediator to facilitate further discussions.

8.4 Binding Arbitration

• If negotiation and mediation fail to resolve the Dispute within sixty (60) days of the initial dispute notice, either party may request that the Dispute be resolved by binding arbitration administered by an arbitration service agreed upon by both parties.
• The arbitration will be conducted in the English language, and the arbitrator’s decision shall be final and binding on both parties, subject to any right of judicial review provided by law.

8.5 Costs of Arbitration

• The costs of arbitration, including administrative fees, mediator fees, and fees for the arbitrator, will be shared equally between a-OK and the Participating Outlet, unless the arbitrator determines that the costs should be allocated differently based on the circumstances of the Dispute.

8.6 No Class Actions

• Both parties agree to resolve any Disputes on an individual basis only, and not as a plaintiff or class member in any purported class or representative action or proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

8.7 Exceptions

• This dispute resolution procedure does not preclude either party from seeking injunctive relief in any court of competent jurisdiction to prevent an imminent or ongoing breach of this agreement or infringement of intellectual property rights.

8.8 Governing Law

• The dispute resolution process and any arbitration proceedings will be governed by the laws specified in the Choice of Law section of this agreement.

8.9 Confidentiality of Proceedings

• All negotiations, mediations, and arbitration proceedings under this section will be conducted in confidentiality, and the parties agree not to disclose the existence, content, or results of any such process without the other party’s prior written consent, except as required by law.

9. General Provisions

9.1 Amendments

• These Terms of Service may be amended or updated by a-OK from time to time to reflect changes in the law, changes to the a-OK Program, or for other reasons deemed necessary by a-OK.
• Participating Outlets will be notified of any significant changes to these Terms in advance, and continued participation in the Program following such changes will constitute acceptance of the new Terms.

9.2 Severability

• If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
• The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable, maintaining the original intent of the parties as closely as possible.

9.3 Entire Agreement

• These Terms, together with any documents expressly referred to herein, constitute the entire agreement between a-OK and the Participating Outlet regarding the Program and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written.

9.4 Waiver

• No waiver of any rights or provisions of these Terms will be deemed a further or continuing waiver of such right or provision or any other right or provision.
• A party’s failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

9.5 Relationship of the Parties

• The relationship between a-OK and Participating Outlets is that of independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

9.6 Notices

• Any notices required or permitted to be given under these Terms shall be in writing and delivered by email, postal mail, or hand delivery to the addresses provided by each party for such purposes.

9.7 Assignment

• Participating Outlets may not assign or transfer any rights or obligations under these Terms without the prior written consent of a-OK.
• a-OK may assign its rights and obligations under these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without the Participating Outlet’s consent.

9.8 Force Majeure

• Neither party shall be liable for any failure to perform its obligations under these Terms if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond the reasonable control of such party (“Force Majeure”), provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible.

9.9 Governing Law and Jurisdiction

• These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which a-OK is located, without giving effect to any principles of conflicts of law.
• Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in the jurisdiction of a-OK, and the parties hereby consent to the personal jurisdiction and venue therein.