BinPerks

Merchant Participation and Platform Agreement

Version 3.6 · Last Updated October 12, 2026 · BinPerks LLC · Tampa, FL

support@binperks.com

Parties

This Merchant Participation and Platform Agreement ("Agreement") is entered into between BinPerks LLC, a Florida limited liability company ("BinPerks", "we", "us", or "our"), with its principal place of business at 9110 Oak Pride Ct, Tampa, FL 33647, and the participating merchant ("Merchant", "you", or "your"), whose legal business name and trade name are identified on the executed copy of this Agreement.

Participation in the BinPerks network is governed by the Merchant Participation and Platform Agreement, Version 3.6, set out on this page. V3.6 supersedes all earlier versions.

1. What BinPerks Is

BinPerks is a branded membership network for liquidation shoppers. BinPerks owns and operates the platform, maintains the direct membership relationship with members, and controls access to the BinPerks member database and proprietary platform and derived data, subject to applicable privacy law and the BinPerks Privacy Policy.

By participating in the BinPerks network, the Merchant gains access to BinPerks' membership infrastructure, loyalty tools, automated marketing, referral system, review automation, and monthly commission opportunities — in exchange for a recurring participation fee.

2. Independent Business Relationship

2.1 No Franchise. This Agreement is a services and network participation agreement, not a franchise agreement. Nothing in this Agreement creates a franchise, joint venture, partnership, agency, or employment relationship between BinPerks and the Merchant.

2.2 Merchant Independence. The Merchant independently owns and operates its retail business and independently controls all of the following without direction from BinPerks:

  • ·Inventory selection, sourcing, and pricing
  • ·Staffing, wages, hours, and employment policies
  • ·Suppliers, freight, and purchasing decisions
  • ·Accounting, point-of-sale systems, and financial management
  • ·Advertising and marketing outside the BinPerks platform
  • ·Store policies, store layout, and customer service practices
  • ·All general retail business operations

2.3 BinPerks Network Standards. BinPerks' contractual control under this Agreement is limited to the operation and protection of the BinPerks membership network, including:

  • ·The BinPerks technology platform, loyalty rules, and stamp system
  • ·Network coupon rules and cross-network coupon settlement
  • ·Settlement mechanics and commission eligibility determinations
  • ·Member communications conducted through the BinPerks platform
  • ·Reasonable standards necessary to protect BinPerks members and the integrity of the network

BinPerks' contractual control does not extend to the Merchant's general retail operations.

3. Membership Relationship and Data

3.1 All BinPerks memberships belong to BinPerks LLC, not to the Merchant.

3.2 Members join BinPerks through the Merchant's enrollment channels (QR codes, referral links, in-store signage). The Merchant that enrolls a member is recorded as that member's Origin Store, subject to the transfer rules in Section 4.

3.3 BinPerks maintains the direct membership relationship and controls access to the BinPerks member database. BinPerks retains membership and platform records in accordance with the Privacy Policy, applicable law, legitimate business requirements, and valid privacy requests.

3.4 The Merchant is granted access to the BinPerks platform and member information only as described in Section 10 (Data Access and Permissions) while their subscription remains active.

3.5 The Merchant may not export, download, copy, or transmit member contact information or membership data for use outside the BinPerks platform, subject to the ordinary-course records exception in Section 10.5.

3.6 The Merchant acquires no ownership rights in member personal information through participation in the BinPerks network.

3.7 Upon cancellation, the Merchant loses access to the BinPerks platform and member engagement tools. BinPerks retains membership and platform records in accordance with the Privacy Policy, applicable law, legitimate business requirements, and valid privacy requests.

4. Origin Store Attribution

4.1 The Merchant location that enrolls a BinPerks member is recorded as that member's Origin Store. Attribution does not change because of where the member shops, how often they visit other locations, or member preference. It changes only as described in 4.4 below.

4.2 Origin Store attribution is an internal BinPerks acquisition record. It determines Merchant Commission eligibility as described in Section 5, and coupon funding as described in Section 13. It does not limit where members may shop, earn stamps, or redeem coupons.

4.3 Merchant Inactivity

A Merchant account becomes inactive 30 days after a failed membership payment that remains unpaid. During those 30 days the Merchant's locations continue to operate normally and may award stamps. Once the account is inactive, its locations can no longer award stamps.

4.4 Transfer of Origin Store

If a member's Origin Store has left the BinPerks network or is inactive, the next participating location that awards that member a stamp becomes the member's new Origin Store. This happens automatically, with no approval required from either merchant, and takes effect from that stamp forward.

A member who joined BinPerks directly, rather than through a participating location, is attributed to the first participating location that awards them a stamp.

A Merchant that reactivates does not reclaim members who have transferred. Attribution that has moved stays moved. Commissions and coupon obligations follow the current Origin Store from the date of transfer; neither is applied retroactively.

The receiving Merchant is not told the member's previous Origin Store, and receives no information about that member's activity at any other location.

4.5 Enrollment through valid BinPerks enrollment paths (QR codes, referral links, marketing materials) may continue even while a Merchant account is inactive. Members enrolled during inactivity are attributed to the Merchant as their Origin Store, subject to transfer under 4.4.

5. Merchant Commission

5.1 Commission Eligibility

While the Merchant account remains active and in good standing, the Merchant is eligible to receive a Merchant Commission of $19.99 for each successfully collected full-price VIP membership payment ($29.99/month) from members whose Origin Store is attributed to the Merchant.

5.2 Allocation of Member Payments

Each collected $29.99 VIP membership payment is allocated as follows:

  • ·When the Origin Merchant is eligible: $19.99 constitutes the Merchant Commission payable to the eligible Origin Merchant, and $10.00 remains BinPerks platform revenue.
  • ·When the Origin Merchant is ineligible: No Merchant Commission accrues. The full $29.99 membership payment remains BinPerks revenue.

Member VIP payments are payments to BinPerks LLC for BinPerks network memberships. They are not received by BinPerks on the Merchant's behalf, are not held in trust or escrow for the Merchant, and do not give the Merchant any ownership interest in those payments. Merchant Commissions are separate contractual compensation payable by BinPerks from BinPerks' own revenue.

5.3 No Commission During Inactivity

No Merchant Commission accrues during any period in which the Merchant account is inactive, cancelled, suspended, or otherwise ineligible. During such periods, BinPerks retains the membership payment as its own revenue. Commissions are not held in reserve, transferred to another merchant, or paid retroactively upon reactivation.

5.4 Commission Resumption

When the same Merchant reactivates, Merchant Commission eligibility resumes from the official reactivation date. No Merchant Commission accrues for the inactive period regardless of when reactivation occurs.

6. Monthly Settlement

6.1 Settlement Model

BinPerks is the merchant of record for all member VIP subscription payments. Member VIP payments are charged by BinPerks as merchant of record for BinPerks memberships. A Merchant's right to compensation arises solely under the Merchant Commission provisions of this Agreement and not through any ownership interest in a member payment.

6.2 Net Monthly Distribution Formula

Each eligible Merchant's monthly net distribution is calculated as:

Merchant Commissions earned

− Coupon debits (face value of valid coupons funded by this Merchant for its originated members redeemed at other participating locations, as described in Exhibit A)

+ Coupon credits (face value of valid coupons honored by this Merchant for members originated by other merchants)

− Reversed or unearned commissions (commissions associated with reversed, refunded, or charged-back member payments)

− Other approved adjustments

= Net monthly distribution

6.3 Payment Processor Costs

Payment processor dispute fees associated with member VIP subscription payments are BinPerks operating expenses and are not charged to the Merchant, except where a dispute arises directly from Merchant fraud or misconduct.

6.4 Admin Approval Required

Monthly distributions require explicit approval by a BinPerks administrator before any transfer is initiated. No automatic transfers occur.

6.5 Stripe Connect Transfers

Distributions are made via separate Stripe Connect transfers to the Merchant's connected bank account. BinPerks collects member payments into BinPerks' platform account and initiates separate transfers to Merchant connected accounts following monthly settlement approval. The Merchant is responsible for maintaining a valid, verified Stripe Connect payout account in good standing.

6.6 Negative Balances

If the Merchant's net monthly distribution is negative, the negative balance is carried forward to the next settlement period. BinPerks does not issue negative payouts.

If the Merchant cancels while carrying a negative balance, BinPerks will seek to recover the outstanding amount from the Merchant. The Merchant hereby authorizes BinPerks to charge the payment method on file for amounts properly due under this Section 6.6, subject to applicable payment-network rules and applicable law. Unresolved negative balances must be satisfied before reactivation is approved.

6.7 Post-Termination Settlement

Termination of this Agreement does not extinguish settlement obligations arising from activity before the termination date. Refunds, reversals, chargebacks, settlement corrections, and other valid adjustments relating to pre-termination periods may be reconciled after termination. Outstanding amounts properly owed by either party as of termination, or arising from pre-termination activity, survive termination and remain due and payable.

7. Pricing and Billing

7.1 Setup Fee

The Merchant pays a $200.00 one-time setup fee covering platform setup, onboarding, and launch support. The setup fee is charged once, on the first billing cycle, and does not recur.

7.2 Platform Subscription

The Merchant is billed $99.99 per month for the first location, beginning with the first billing cycle and recurring each month thereafter.

The first billing cycle for a single-location Merchant is therefore $200.00 one-time setup fee plus $99.99 per month recurring, and $99.99 per month for each month after that. Additional locations are billed as described in Section 7.3.

7.3 Additional Locations

Each additional active location is billed at $49.99 per month, beginning with the first billing cycle.

7.4 Promotional Fee Waivers

Promotional fee waivers, if offered, apply only as stated in the applicable Order Form and do not affect the Merchant Share or other obligations under this Agreement.

7.5 Billing Authorization

All fees are billed automatically via Stripe. The Merchant authorizes BinPerks to charge the payment method on file on a recurring monthly basis for platform fees described in this Section 7, and for amounts due under Section 6.6 (Negative Balances) as provided therein.

7.6 Failed Payments

If a payment fails, the Merchant enters a grace period while Stripe retries the payment according to Stripe's configured retry schedule. If payment is not recovered after the grace period, the Merchant's account becomes inactive and Merchant Commission eligibility is suspended.

7.7 Merchant Subscription Disputes

If a Merchant initiates a payment dispute on their own BinPerks platform subscription payment, BinPerks reserves the right to immediately suspend the Merchant's account pending resolution.

8. Material Changes to Financial Terms

8.1 BinPerks may update platform policies and non-financial terms with 30 days written notice to the Merchant's email address on file. Continued use of the platform after the notice period constitutes acceptance.

8.2 Material changes to any of the following require advance written notice and an opportunity for the Merchant to cancel before the change takes effect:

  • ·Merchant subscription fees (Sections 7.1, 7.2, 7.3)
  • ·Merchant Commission amount (Section 5.1)
  • ·Coupon face values (Exhibit A)
  • ·Stamp-to-coupon threshold (Exhibit A)
  • ·Stamp multipliers (Exhibit A)
  • ·Membership tier qualification thresholds (Exhibit A)
  • ·Other reward mechanics that materially affect coupon-generation frequency or Merchant coupon liability
  • ·Other material changes to the Merchant's financial obligations under this Agreement

8.3 Notice of material financial changes will be delivered to the Merchant's email address on file. The Merchant may cancel their subscription without penalty during the notice period if they do not accept the change. After the notice period expires, continued use of the platform constitutes acceptance.

9. Stripe Connect and Payout Account

9.1 To receive monthly Merchant Commission distributions, the Merchant must maintain a valid Stripe Connect Express account connected to the BinPerks platform.

9.2 The Merchant is responsible for completing and maintaining Stripe's identity verification and bank account requirements. The Merchant's use of Stripe Connect is subject to Stripe's Connected Account Agreement in addition to this Agreement.

9.3 BinPerks is not responsible for delays or failures in payout delivery caused by the Merchant's failure to maintain a valid, verified Stripe Connect account.

9.4 If the Merchant's Stripe Connect account becomes restricted or payouts are disabled, payment of an otherwise payable Net Monthly Distribution will be deferred while the Merchant lacks an eligible payout account. If the Merchant remains unable to receive payment for an extended period, BinPerks will handle any unpaid distribution in accordance with applicable law, including applicable unclaimed-property requirements.

9.5 In the event of a conflict between this Agreement and Stripe's requirements with respect to payment processing, Stripe's requirements govern.

10. Data Access and Permissions

The Merchant has zero access to the BinPerks member database. BinPerks does not provide any Merchant with a member list, member records, or any means of browsing, searching, querying, or exporting member records. Individual member records are not viewable by a Merchant outside of the transaction-level cashier access described in Section 10.1.

10.1 Serving Merchant / Cashier Access

When a member voluntarily provides their phone number at a participating location to earn a stamp, redeem a coupon, or otherwise use BinPerks, authorized cashier staff may access only the limited member information necessary to process that specific transaction, including:

  • ·Member name
  • ·Membership status and tier
  • ·Stamp eligibility and status
  • ·Available reward information

This access is member-initiated: it is available only when the member voluntarily provides their phone number for that transaction. It is limited to the information needed for that transaction, ends with it, and does not give the Merchant ongoing access to an individual member database. Cashier transaction access is not a member database, and cashiers cannot browse, search, or export member records.

10.2 Origin Merchant Reporting Access

The Origin Merchant may access aggregate reporting through the BinPerks merchant dashboard concerning members attributed to the Merchant as their Origin Store, including:

  • ·Total members enrolled
  • ·Total VIP members
  • ·Aggregate Merchant Commission and settlement activity
  • ·Aggregate stamps awarded
  • ·Aggregate coupons earned

Coupon settlement credits and debits are also available.

Merchant dashboard reporting is aggregate only — total members, total VIP members, aggregate stamps, aggregate coupons, and aggregate commission and settlement activity. It contains no individual member names, no member contact information, and no exportable member database.

Origin Merchant dashboard reporting does not provide an individual member list or individual member-level activity history. Merchants do not receive member names, phone numbers, email addresses, individual tier records, individual stamp histories, individual join dates, or other personally identifying member information through dashboard reporting.

10.3 Location Operational Reporting

A Merchant whose location was visited may access aggregate operational reporting about stamp and coupon activity that occurred at its own location. This reporting does not include the member's activity history at other merchants' locations and does not identify individual members.

10.4 No Exportable Member Database

No Merchant receives the ability to export, download, or otherwise obtain a portable database of member contact information. Participation in the BinPerks network does not give any Merchant a portable member or contact database.

10.5 Ordinary-Course Merchant Records Exception

Nothing in this Agreement prohibits the Merchant from maintaining its own ordinary-course business records, including receipts, accounting records, tax records, transaction records, and records of coupons and stamps processed at the Merchant's own locations, where reasonably necessary to operate the Merchant's business or comply with applicable law. This exception does not permit the Merchant to:

  • ·Obtain member phone numbers or email addresses from BinPerks
  • ·Create or export a BinPerks member database
  • ·Use BinPerks member information for independent marketing purposes
  • ·Obtain cross-merchant activity history

10.6 BinPerks Admin

BinPerks administrators may access network-wide information according to administrative permissions.

11. Merchant Tax Obligations

11.1 The Merchant is solely responsible for all federal, state, and local taxes arising from Merchant Commissions, Net Monthly Distributions, and any other compensation received under this Agreement.

11.2 The Merchant agrees to provide BinPerks with accurate taxpayer identification information upon request, including a completed IRS Form W-9 or equivalent.

11.3 BinPerks may report payments to applicable tax authorities and issue tax forms (including informational returns) as required by applicable law. BinPerks may withhold amounts from distributions when required by applicable law.

11.4 The Merchant acknowledges that BinPerks has not provided tax advice, and the Merchant should consult its own tax advisor regarding the tax treatment of amounts received under this Agreement.

12. Reactivation

12.1 Reactivation within 90 days of deactivation: no reactivation fee; recurring platform billing resumes.

12.2 Reactivation after 90 days: $200.00 Reactivation & Relaunch fee plus resumption of recurring platform charges.

12.3 More than one reactivation within any rolling 12-month period: $200.00 Reactivation & Relaunch fee, regardless of time since last deactivation.

12.4 New owner, new legal entity, transferred business, or materially rebuilt account: full $200.00 setup fee plus resumption of recurring platform charges.

12.5 Reactivation is subject to BinPerks review and approval, including verification of payment status, Stripe Connect eligibility, compliance information, and platform requirements. Any outstanding negative settlement balance must be resolved before reactivation is approved.

13. Cross-Network Coupons

13.1 BinPerks coupons are valid at any participating BinPerks location, not just the member's Origin Store. The member's Origin Store pays for each coupon that member earns, including a coupon whose 20-stamp cycle began while the member was attributed to a previous Merchant — the Merchant that is the Origin Store when the cycle completes funds the whole coupon.

13.2 When the Merchant honors a coupon for a member whose Origin Store is a different merchant, the Merchant receives a coupon credit equal to the face value of the coupon honored, as recorded in the BinPerks settlement ledger.

13.3 When a member attributed to the Merchant redeems a coupon at a different participating location, the Merchant is charged a coupon debit equal to the face value of the coupon redeemed, as recorded in the BinPerks settlement ledger.

13.4 If the Origin Store is inactive, or does not pay, BinPerks pays the honoring Merchant and invoices the Origin Store for the amount.

13.4a The reactivation coupon described in Exhibit A is funded by the member's Origin Store on the same basis as any other coupon.

13.5 The coupon face values that generate settlement credits and debits are set forth in Exhibit A. The Merchant acknowledges that its participation in the cross-network coupon settlement is based on the current reward economics described in Exhibit A, subject to material change notice as provided in Section 8.

13.6 Required Coupon Benefits are settled within the BinPerks network. Coupon credits and debits are recorded in the BinPerks settlement ledger and offset against the Merchant Share in the Merchant's Net Monthly Distribution under Section 6.2. BinPerks does not issue a separate cash reimbursement to the Merchant for each coupon redemption.

14. Merchant Obligations

14.1 The Merchant agrees to:

  • ·Honor all valid BinPerks coupons presented by BinPerks members at their location(s)
  • ·Train staff on the BinPerks stamp tool and cashier procedures
  • ·Maintain accurate store information in the BinPerks merchant dashboard
  • ·Maintain the member perks required by Section 14.4 at each participating location
  • ·Maintain a connected and verified Stripe payout account
  • ·Comply with all BinPerks network standards as described in Section 2.3
  • ·Provide taxpayer identification information as described in Section 11
  • ·Not operate in any business category restricted under Stripe's restricted business policies

14.2 The Merchant agrees not to:

  • ·Export or copy member data from the BinPerks platform except as permitted under Section 10.5
  • ·Use member data for any purpose outside the BinPerks platform
  • ·Create competing loyalty programs using BinPerks member data
  • ·Misrepresent BinPerks membership terms to members or prospective members
  • ·Manipulate stamp awards, coupon redemptions, or referral systems
  • ·Process fraudulent transactions through the BinPerks platform
  • ·Permit cashiers or other staff to hold a BinPerks member account of any kind, including a free Starter account, at any location operated by the Merchant

14.3 Staff Member Accounts. Cashiers and other staff working at any participating location may not hold a BinPerks member account of any kind — including a free Starter account — at any location operated by the same Merchant. This restriction applies to every account type and membership tier. It exists to protect the integrity of stamp awards, coupon issuance, and settlement, because staff control the award of stamps at the point of sale. The Merchant is responsible for ensuring its staff comply, and BinPerks may void stamps, coupons, and any associated Merchant Commission arising from a non-compliant account.

14.4 Member Perks. Each participating location maintains at least 1 and no more than 3 active perks for Starter (free) members, and at least 3 and no more than 5 active perks for VIP members. Perks are selected by the Merchant from the BinPerks perk menu in the merchant dashboard, and the perks in effect at a location continue to apply until the Merchant changes them. The Merchant may submit a new perk for review; BinPerks may approve, reword, or decline any submission, and adds approved perks to the perk menu, where they become available to all participating merchants.

Every perk must follow these rules:

  • ·Every perk must be something each member earns with their own visit or purchase, and the member knows at the register whether they qualify.
  • ·No perks based on what other people do (share, like, follower, or attendance counts).
  • ·No perks that require a social media action, including sharing, liking, following, posting, tagging, or leaving a review.
  • ·No perks that name or refer to another store.
  • ·No perks that involve chance, including raffles, drawings, sweepstakes, spin-to-win, scratch-offs, and mystery prizes.

BinPerks may hide any perk that does not comply with this Section, and will give the Merchant the reason.

15. Intellectual Property and Branding

15.1 BinPerks grants the Merchant a limited, non-exclusive, non-transferable, revocable license to display BinPerks-provided branding materials and promote BinPerks membership to their customers during the term of this Agreement and solely for the purpose of participating in the BinPerks network.

15.2 The Merchant may customize their BinPerks experience with their own logo, brand colors, and store information within the limits of the BinPerks platform.

15.3 The BinPerks name, logo, trademarks, platform, and all associated intellectual property remain the exclusive property of BinPerks LLC. The Merchant acquires no ownership interest in BinPerks intellectual property through this Agreement.

15.4 The Merchant may not use BinPerks branding in any manner that implies ownership of the BinPerks platform or membership database, or in any manner not expressly authorized by this Agreement.

15.5 The trademark license granted in Section 15.1 terminates automatically upon termination or expiration of this Agreement.

16. Regulatory Compliance

Each party shall comply with all applicable federal, state, and local laws in connection with this Agreement. BinPerks may modify its payment collection or distribution procedures when reasonably necessary for legal, regulatory, payment-network, or payment-processor compliance, provided that BinPerks will use reasonable efforts to notify affected Merchants in advance of material changes.

17. Termination

17.1 By Merchant

The Merchant may cancel their BinPerks subscription at any time through the merchant dashboard or by contacting support@binperks.com. Cancellation takes effect at the end of the current billing cycle. No refunds are issued for partial months.

17.2 By BinPerks

BinPerks may suspend or terminate the Merchant's account for:

  • ·Non-payment or repeated payment failures after the grace period
  • ·Violation of this Agreement
  • ·Fraud, abuse, or misuse of the platform
  • ·Failure to honor valid BinPerks coupons
  • ·Operating in a Stripe-restricted business category
  • ·Any conduct that BinPerks determines is harmful to the network, its members, or its payment processing relationships

17.3 Effect of Termination

Upon termination:

  • ·The Merchant loses access to the BinPerks platform
  • ·Origin Store attribution records are preserved, including any transfer of attribution that occurred under Section 4.4
  • ·BinPerks retains membership and platform records in accordance with the Privacy Policy, applicable law, legitimate business requirements, and valid privacy requests
  • ·Any outstanding negative balance remains due and payable
  • ·Post-termination settlement rights and obligations are governed by Section 6.7

17.4 Survival

The following provisions survive termination of this Agreement: Section 3 (Membership Relationship and Data), Section 5.2 (Allocation of Member Payments — as to pre-termination periods), Section 6.7 (Post-Termination Settlement), Section 10.5 (Ordinary-Course Merchant Records Exception), Section 11 (Merchant Tax Obligations), Section 15.3 and 15.4 (Intellectual Property), Section 18 (Limitation of Liability), Section 19 (Indemnification), Section 20 (Governing Law and Dispute Resolution), and any payment obligations outstanding as of termination.

18. Limitation of Liability

18.1 BinPerks provides the platform "as is" and does not guarantee uninterrupted service, specific revenue outcomes, or minimum member enrollment numbers.

18.2 BinPerks' total liability to the Merchant for any claim arising under this Agreement shall not exceed the total platform fees paid by the Merchant in the three months preceding the claim.

18.3 BinPerks is not liable for indirect, incidental, consequential, or punitive damages.

18.4 BinPerks is not liable for losses caused by Stripe service disruptions, Stripe account restrictions, payment network outages, or changes to Stripe's terms or policies.

18.5 The Merchant acknowledges that monthly Merchant Commission distributions depend on member VIP payment collection, settlement calculations, coupon activity, and BinPerks administrator approval — none of which BinPerks guarantees at any specific amount or timing.

19. Indemnification

19.1 The Merchant agrees to indemnify and hold harmless BinPerks LLC, its officers, directors, employees, and agents from any claims, damages, or expenses arising from:

  • ·The Merchant's violation of this Agreement
  • ·The Merchant's unauthorized use or misuse of member data
  • ·The Merchant's failure to honor valid BinPerks coupons
  • ·Any misrepresentation made by the Merchant to members or prospective members
  • ·The Merchant's operation in a Stripe-restricted business category
  • ·Fraud or payment disputes arising from the Merchant's own conduct

19.2 Payment processor dispute fees on member VIP subscription payments are BinPerks' operating responsibility as described in Section 6.3 and are not subject to Merchant indemnification, except where the dispute arises from Merchant fraud or misconduct.

20. Governing Law and Dispute Resolution

20.1 This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles.

20.2 Any disputes arising under this Agreement shall be resolved in the state or federal courts located in Hillsborough County, Florida.

20.3 The prevailing party in any dispute shall be entitled to recover reasonable attorney's fees and costs.

21. General Provisions

21.1 Entire Agreement

This Agreement, together with Exhibit A (Rewards and Coupon Schedule) and any merchant network policies expressly incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter herein. The BinPerks Privacy Policy governs the processing of personal information in connection with this Agreement. The BinPerks Member Terms of Service govern the relationship between BinPerks and its members; the Merchant is not a party to the Member Terms of Service. The Merchant's use of Stripe Connect is additionally subject to Stripe's Connected Account Agreement.

21.2 Severability

If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force.

21.3 No Waiver

Failure by BinPerks to enforce any provision of this Agreement does not constitute a waiver of that provision.

Exhibit A — Rewards and Coupon Schedule

This Exhibit is incorporated into and made part of the Merchant Participation and Platform Agreement. All items in this Exhibit are subject to material change notice as provided in Section 8 of the Agreement.

Member Tiers and Coupon Values

TierEligibilityCoupon ValueStamp Multiplier
StarterFree membership$5.001 per qualifying visit
Bronze VIPVIP subscriber, 0–199 VIP progression stamps$7.002 per qualifying visit
Silver VIPVIP subscriber, 200–749 VIP progression stamps$10.003 per qualifying visit
Gold VIPVIP subscriber, 750–1,999 VIP progression stamps$12.004 per qualifying visit
Diamond VIPVIP subscriber, 2,000+ VIP progression stamps$15.005 per qualifying visit

Coupon Earning Rule

A member earns one coupon each time they accumulate 20 stamps. VIP members earn more than one stamp per qualifying visit, as set out above. One qualifying visit per participating location per day.

Free Membership Is Permanent

Starter (free) members earn a $5.00 coupon every 20 stamps, with no limit on the number of coupons they may earn. Stamp earning does not pause and does not require an upgrade.

VIP Progression Stamps

VIP tiers are reached using VIP progression stamps — stamps earned while the member holds an active VIP subscription. Stamps earned while a member is on the free tier do not count toward a VIP tier. A member who cancels and later resubscribes resumes their VIP progression where it left off. A reward cycle in progress when a member upgrades carries over, and the resulting coupon is valued at the member's VIP tier when the cycle completes.

Reactivation Coupon

A member who has not earned a stamp for 60 days may be issued a one-time $2.00 coupon, expiring 14 days after issue, limited to one per member for the life of their membership. It is funded by the member's Origin Store and settles as any other coupon does.

Cross-Network Coupon Settlement

  • ·Coupon debit: When a member attributed to the Merchant redeems a valid BinPerks coupon at a different participating location, the Merchant is charged the face value of that coupon as a debit in the monthly settlement ledger.
  • ·Coupon credit: When the Merchant honors a valid BinPerks coupon for a member attributed to a different merchant, the Merchant receives the face value of that coupon as a credit in the monthly settlement ledger.
  • ·Coupon debits and credits are based on the actual face value of the valid coupon as recorded in the BinPerks system at the time of redemption.
  • ·If the Origin Merchant is inactive at the time of redemption, BinPerks funds the coupon liability and no debit is charged to the inactive merchant.
  • ·All coupon settlement occurs within the BinPerks network. Credits and debits are offset against the Merchant Share in the monthly settlement ledger; BinPerks does not issue a separate cash reimbursement per redemption.

Execution

This agreement is executed electronically via DocuSeal. Electronic signatures are legally binding under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Florida Electronic Signature Act.

Contact

BinPerks LLC
9110 Oak Pride Ct, Tampa, FL 33647
support@binperks.com
binperks.com