Merchant Offer Agreement

1. Free participation — no fees, no reimbursements

Participating in StarCard is free. You pay us nothing and we pay you nothing. Your contribution is the discount itself: when a member redeems your offer, you provide the discount and bear its cost. You are not reimbursed for redemptions. In return, your business is promoted to members, families, and supporters across StarCard fundraisers at no cost to you.

2. Your offer

You decide the offer you provide — the discount, valid dates, redemption limits (such as once ever or once per visit), and any exclusions. You are responsible for making sure your offer is accurate, lawful, and clearly described. Your offer becomes part of the program once we approve it (see Section 8).

3. Honoring redemptions

You agree to honor your offer as presented in the app by a valid member, on the terms you set, throughout the period your offer is active. You will train your staff to accept StarCard redemptions and will not impose conditions on members beyond the published terms of the offer.

4. Program-wide offer license

You may be introduced to StarCard directly or through a specific fundraiser, school, team, or organization. However you join, your offer is contributed to the StarCard program as a whole — not to a single fundraiser. You grant Summit Studio LLC a non-exclusive, royalty-free, worldwide license, for as long as you participate, to include, display, distribute, and fulfill your offer(s) across any and all StarCard memberships, cards, and fundraising campaigns — whether or not connected to the fundraiser you were introduced through.

5. Marketing and brand-mark license

You also grant Summit Studio LLC a non-exclusive, royalty-free license to use your business name, logo, trademarks, service marks, and storefront and product photographs (together, your "Merchant Marks") to identify, promote, and market your offer and the StarCard program — in the app, on the web, on printed cards and materials, and in advertising and social media for any StarCard fundraiser or campaign.

You represent that you own or otherwise have the right to grant this license, and that your Merchant Marks and your offer do not infringe or violate the rights of any third party. You may give us brand assets to use; if you don't, you agree we may use reasonably available public representations of your business (such as your storefront name and logo) for the purposes above. We will follow any reasonable, specific brand guidelines you provide in writing.

6. Your control and withdrawal

You control your offer's terms and may change or withdraw an offer at each renewal, or at any time on 30 days' written notice to us, effective going forward. Withdrawal stops future use of your offer and Merchant Marks in new materials, but it does not require us to recall, reprint, or recall from circulation any cards, app content, or materials already produced or distributed. The licenses in Sections 4 and 5 end when your participation ends, except for materials already in circulation, which may continue to be used until they are refreshed in the ordinary course.

7. Representations and warranties

You represent and warrant that:

• You have the authority to enter into this Agreement and to grant the licenses in it.
• Your offer is genuine, lawful, and will be honored on its stated terms.
• Your Merchant Marks and offer content do not infringe any third party's intellectual-property, publicity, or other rights.
• You will comply with applicable laws in providing your offer, including advertising and consumer-protection laws.

8. Approval, placement, and no exclusivity

Every offer is subject to our review and approval, and we may decline, edit for clarity, remove, or stop displaying an offer at any time. We do not guarantee any particular placement, prominence, or level of exposure. Participation is non-exclusive and does not give you category exclusivity unless we agree to it separately in a signed writing.

9. Relationship of the parties

You and StarCard are independent parties. This Agreement does not create a partnership, joint venture, franchise, agency, or employment relationship, and neither party may bind the other.

10. Disclaimers and limitation of liability

The program is provided "as is." We do not guarantee any level of sales, traffic, redemptions, or results from your participation. To the fullest extent permitted by law, Summit Studio LLC will not be liable to you for any indirect, incidental, special, or consequential damages arising from your participation, and our total liability to you under this Agreement will not exceed one hundred dollars ($100).

11. Indemnification

You agree to indemnify and hold harmless Summit Studio LLC from claims, losses, and expenses (including reasonable attorneys' fees) arising from your offer, your Merchant Marks, your failure to honor a redemption, or your breach of this Agreement — including any third-party claim that your Merchant Marks or offer infringe their rights.

12. Term and termination

This Agreement continues while you participate. Either party may end your participation as described in Section 6 or on notice. Sections that by their nature should survive (including the licenses' treatment of materials already in circulation, representations, indemnification, disclaimers, and limitation of liability) survive termination.

13. Governing law and disputes

This Agreement is governed by the laws of the State of Tennessee, without regard to its conflict-of-laws rules. The parties will first try to resolve any dispute informally; if they cannot, disputes will be resolved exclusively in the state and federal courts located in Putnam County, Tennessee.

14. Changes to this Agreement

We may update this Agreement from time to time. When we make material changes, we will update the effective date above and provide notice. Your continued participation after an update means you accept the revised Agreement.

15. Contact us

Questions about this Agreement? Contact Summit Studio LLC at starcard@summitstudio.dev, or by mail at [MAILING ADDRESS — Cookeville, TN].