Terms and Conditions

FOCUS PREMIER BUSINESS AND WFH MEMBER TERMS AND CONDITIONS

Effective date 9/13/2021

These FOCUS Premier Business and Premier Business and WFH Member Terms and Conditions (the “Terms and Conditions”) govern and are incorporated into the FOCUSOwnYou.com FOCUS Premier Business and WFH Member Agreement between FOCUSOwnYou.com and FOCUS Premier Business and WFH Member (collectively, the “Agreement”). FOCUSOwnYou.com, subject to the provisions of this paragraph, may amend the Terms and Conditions in its sole discretion and at any time. The most recent version of the Terms and Conditions (as may be amended by FOCUSOwnYou.com from time to time) will be available: (i) in FOCUSOwnYou.com FOCUS Virtual Collaboration Incubator, and/or (ii) as part of the FOCUSOwnYou.com FOCUS Newsletter. FOCUS Premier Business and WFH Member agrees that either or both of these notification methods constitute adequate notice to inform FOCUS Premier Business and WFH Member of any amendments to the Agreement and FOCUS Premier Business and WFH Member further agrees to be bound by any such amendments to the Agreement upon such notification.

YOU MUST BE OVER 15 OR OLDER TO AGREE TO THIS AGREEMENT AND USE FOCUSOwnYou.com

This Agreement must be completed, understood and agreed to by a person over 15. If a parent or guardian wishes to permit a person under 16 to access FOCUSOwnYou.com, he or she should email the FOCUSOwnYou.com with his or her explicit permission and acceptance of full legal responsibility. If you are not yet 16 or are accessing FOCUSOwnYou.com from any country where this material is prohibited, please exit now as you do not have proper authorization.

LICENSE TO USE FOCUSOwnYou.com

Upon your agreement, FOCUSOwnYou.com hereby grants you a non-exclusive, non-transferable limited license to use FOCUSOwnYou.com in strict accordance with the terms and conditions in this Agreement. You agree not to make any false or fraudulent statements as you use FOCUSOwnYou.com. You acknowledge and agree that all content and services available on FOCUSOwnYou.com are property of the Company and are protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, in the U.S. and internationally. All rights not expressly granted herein are fully reserved by FOCUSOwnYou.com, its advertisers and licensors. You agree to pay for any and all purchases and services using your name and credit card through FOCUSOwnYou.com, not to challenge any such charges and to pay for all collections and/or attorney’s fees resulting from any non-payment.

LICENSE RESTRICTIONS

Use

Except as may be explicitly permitted, you agree not to save, download, cut and paste, sell, license, rent, lease, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from materials from FOCUSOwnYou.com. Systematic retrieval of data or other content from this Site to create or compile, directly or indirectly, a collection, database or directory without written permission from the Company is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.

Definitions

“FOCUS PREMIER BUSINESS AND WFH MEMBER OFFERING” means the goods and/or services to be provided by the FOCUS Premier Business and WFH Member, stated on the FOCUS Freebies and Discounts as presented by FOCUSOwnYou.com. Values determined by FOCUS Premier Business and WFH Member.

“MAXIMUM NUMBER OF FOCUS FREEBIES AND DISCOUNTS” means the maximum number of FOCUS Freebies and Discounts FOCUSOwnYou.com is authorized to administer the sale of on behalf of the FOCUS Premier Business and WFH Member.

“MONTHLY MAXIMUM NUMBER OF FOCUS FREEBIES AND DISCOUNTS” means the maximum number of FOCUS Freebies and Discounts FOCUSOwnYou.com is authorized to administer the sale of on behalf of FOCUS Premier Business and WFH Member each month after the Maximum Number of FOCUS Freebies and Discounts has been sold.

“FULL OFFER VALUE” means the Amount Paid plus the Promotional Value.

“PROMOTIONAL VALUE” means the Full Offer Value less the Amount Paid.

“PROMOTIONAL VALUE EXPIRATION DATE” means the date stated on the FOCUS Freebies and Discounts when the Promotional Value expires.

“FINE PRINT” means the conditions and restrictions concerning FOCUS Freebies and Discounts redemption and the FOCUS Premier Business and WFH Member Offering stated on the Website and FOCUS Freebies and Discounts.

FOCUS Freebies and Discounts Program

1. 1. FOCUSOwnYou.com is authorized to promote and sell FOCUS Freebies and Discounts on FOCUS WFH Member’s behalf subject to the terms of this Agreement and the “Terms of Sale” of the Website. The FOCUS Freebies and Discounts will evidence the FOCUS Premier Business and WFH Member Offering and will be sent to the Potential Target Base (PTB) customer electronically. The PTB Customer will then redeem the FOCUS Freebies and Discounts with the FOCUS Premier Business and WFH Member by presenting the FOCUS Freebies and Discounts in paper or electronic form. FOCUS Premier Business and WFH Member is the issuer of the FOCUS Freebies and Discounts and seller of the FOCUS Premier Business and WFH Member Offering. If there is a conflict between this Agreement and the Terms of Sale, the Agreement controls.
  2. FOCUSOwnYou.com is authorized to promote and sell FOCUS Freebies and Discounts on FOCUS Premier Business and WFH Member’s behalf through any platform, including its feature deal-of-the-day, affiliates, business partner network, marketplace, or referral network. The FOCUS Freebies and Discounts may be offered to all or part of FOCUSOwnYou.com’s viewer base or its affiliates or referral network and segmented by various variables including gender, age, location, and consumer preferences. The features may be offered through a variety of distribution channels, including, the Internet, the Website, affiliate websites, business partner network, email, mobile applications, other types of electronic offerings and other platforms or distribution channels Owned, controlled, or operated by FOCUSOwnYou.com, its affiliates or business partners. In addition, in connection with FOCUSOwnYou.com promotion of a FOCUS Premier Business and WFH Member Offering, FOCUS Premier Business and WFH Member authorizes FOCUSOwnYou.com to shorten or extend the Promotional Value Expiration Date.
  3. For appointment based FOCUS Premier Business and WFH Member Offerings, FOCUSOwnYou.com require that FOCUS Premier Business and WFH Member provide on FOCUSOwnYou.com with available hours of business days and times. If FOCUSOwnYou.com, in its sole discretion, determines FOCUS Premier Business and WFH Member response times or the quality of service provided to Customers is unsatisfactory due to formal complaints, FOCUSOwnYou.com may terminate the Agreement.
  4. Any FOCUS Premier Business and WFH Member who provides a FOCUS Premier Business and WFH Member Offering that includes massage services shall: (i) conduct social media searches for all of its employees, agents and/or independent contractors performing any massage service to ensure that they maintain a good reputation; and (ii) confirm that its employees, agents and/or independent contractors providing massage services have the required licenses and/or certifications, as well as meet other applicable state law requirements, for performing the services. Further, FOCUS Premier Business and WFH Member shall certify to FOCUSOwnYou.com annually that it is in compliance with (i) and (ii) above.
  5. If FOCUS Premier Business and WFH Member performs background checks on its employees, agents and/or independent contractors performing services, FOCUS Premier Business and WFH Member shall provide the results of such background checks to FOCUSOwnYou.com upon request. FOCUS Premier Business and WFH Member shall obtain the necessary consent to share with FOCUSOwnYou.com the results requested.
  6. FOCUS Premier Business and WFH Member shall promptly notify FOCUSOwnYou.com any time it receives a complaint related to potentially criminal conduct, including allegations of sexual assault, allegedly engaged in by any of its employees, agents or independent contractors, regardless of whether a FOCUSOwnYou.com customer makes the complaint.
  7. FOCUSOwnYou.com is authorized to promote and sell up to the Maximum Number of FOCUS Freebies and Discounts in multiple markets and on dates in its discretion. When FOCUS Premier Business and WFH Member elects to offer recurring month-to-month features, then FOCUSOwnYou.com will promote and sell up to the Maximum Number of FOCUS Freebies and Discounts for the initial feature, then promote and sell up to the Monthly Maximum Number of FOCUS Freebies and Discounts for subsequent features. FOCUS Premier Business and WFH Member shall specify the Maximum Number of FOCUS Freebies and Discounts and, if applicable, specify the Monthly Maximum Number of FOCUS Freebies and Discounts, and may increase either number in its discretion.
  8. FOCUSOwnYou.com reserves the continuing right to reject, revise, or discontinue any FOCUS Premier Business and WFH Member Offering, at any time and for any reason in FOCUSOwnYou.com sole discretion, and to terminate the FOCUS Premier Business and WFH Member Offering and to remove all references to the FOCUS Premier Business and WFH Member Offering and FOCUS Freebies and Discounts from the Website; and redirect or delete any URL used in connection with the FOCUS Premier Business and WFH Member Offering.
  9. FOCUS Premier Business and WFH Member shall honor the FOCUS Freebies and Discounts for the FOCUS Premier Business and WFH Member Offering through the Promotional Value Expiration Date. After the Promotional Value Expiration Date, FOCUS PREMIER BUSINESS AND WFH MEMBER AGREES TO REDEEM THE FOCUS FREEBIES AND DISCOUNTS.
  10. After the Promotional Value Expiration Date, FOCUS Premier Business and WFH Member must always allow the redeemer of the FOCUS Freebies and Discounts to redeem the FOCUS Premier Business and WFH Member Offering. If the goods and services constituting the FOCUS Premier Business and WFH Member Offering and stated on the FOCUS Freebies and Discounts are no longer available, the FOCUS Premier Business and WFH Member must always allow the redeemer of the FOCUS Freebies and Discounts toward any goods or services then offered by the FOCUS Premier Business and WFH Member equivalent to at least the Discounted Amount.
  11. FOCUS Premier Business and WFH Member agrees that in providing the FOCUS Premier Business and WFH Member Offering, FOCUS Premier Business and WFH Member will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the FOCUS Freebies and Discounts, including the Fine Print. Unless disclosed in the Fine Print, FOCUS Premier Business and WFH Member further agrees not to impose different terms or a different cancellation policy than what is imposed on its non-FOCUSOwnYou.com PTB customers.
  12. FOCUS Premier Business and WFH Member agrees that so long as Customer has redeemed a FOCUS Freebies and Discounts, or has made an attempt to redeem, before the FOCUS Freebies and Discounts’s Promotional Value Expiration Date, the FOCUS Freebies and Discounts will be honored for the Full Offer Value without restriction, even though the services may be provided after the Promotional Value Expiration Date.
  13. For any seasonal FOCUS Premier Business and WFH Member Offering(s), following the initial Promotional Value Expiration Date specified in the FOCUSOwnYou.com FOCUS Premier Business and WFH Member Agreement the: (i) Promotional Value Expiration Date will reset to be the end of the immediately following season specified by FOCUS WFH Member; and (ii) Maximum Number of FOCUS Freebies and Discounts will reset for the immediately following season. Throughout the Term (as defined herein), the Promotional Value Expiration Date and the Maximum Number of FOCUS Freebies and Discounts for the seasonal FOCUS Premier Business and WFH Member Offering(s) will continue to reset after each season.
  14. FOCUS Premier Business and WFH Member is responsible for all customer service in connection with the FOCUS Premier Business and WFH Member Offering and for supplying all goods and services stated in the FOCUS Premier Business and WFH Member Offering. FOCUS Premier Business and WFH Member is also responsible for any customer loyalty programs associated with the FOCUS Premier Business and WFH Member Offering.
  15. If applicable, FOCUS Premier Business and WFH Member will hold the FOCUS Premier Business and WFH Member Offering for pick-up by each Customer at the Redemption email. The “Redemption email” is the complete and accurate address provided by FOCUS Premier Business and WFH Member to FOCUSOwnYou.com where PTB Customers are able to redeem the FOCUS Freebies and Discounts to pick-up the FOCUS Premier Business and WFH Member Offering. FOCUS Premier Business and WFH Member also agrees to provide FOCUSOwnYou.com with the hours and dates of operation, complete with any exceptions, and a valid phone number for the Redemption email. If any of the information related to a Redemption email changes, FOCUS Premier Business and WFH Member agrees to notify FOCUSOwnYou.com immediately of such change.
  16. FOCUS Premier Business and WFH Member agrees to accept returns of the FOCUS Premier Business and WFH Member Offering in compliance with applicable laws and the Fine Print, but in any event: (i) will accept returns of a defective FOCUS Premier Business and WFH Member Offering or nonconforming items in or a part of any FOCUS Premier Business and WFH Member Offering at all times and pay (or reimburse a Customer for) any and all costs associated with the return of such FOCUS Premier Business and WFH Member Offering; and (ii) will not impose a more restrictive return policy on Customers than FOCUS Premier Business and WFH Member’s regular return policy as applied to FOCUS Premier Business and WFH Member’s Customer in the ordinary course of FOCUS Premier Business and WFH Member’s business.

Payment

1. 1. Amounts retained by FOCUSOwnYou.com from the membership fee from FOCUS Premier Business and WFH Member are compensation to FOCUSOwnYou.com for marketing, promoting, and advertising the FOCUS Premier Business and WFH Member Offering and distributing the FOCUS Freebies and Discounts on behalf of FOCUS Premier Business and WFH Member. FOCUS Premier Business and WFH Member shall retain the prepaid payment benefit in trust for the benefit of Customers holding unredeemed FOCUS Freebies and Discounts until FOCUS Premier Business and WFH Member delivers the FOCUS Premier Business and WFH Member Offering, refunds the holder of any unredeemed FOCUS Freebies and Discounts or escheats the amount required to a taxing authority, if applicable.
  2. FOCUSOwnYou.com is authorized to initiate ACH credit transaction entries to FOCUS Premier Business and WFH Member’s depository account at the depository financial institution named in this Agreement or as otherwise provided to FOCUSOwnYou.com by FOCUS Premier Business and WFH Member in writing (“FOCUS Premier Business and WFH Member Bank Account”). Only in the event of an error, FOCUSOwnYou.com is authorized to initiate debit entry adjustments to the FOCUS Premier Business and WFH Member Bank Account to correct any error. FOCUS Premier Business and WFH Member hereby acknowledges that FOCUSOwnYou.com origination of all ACH transactions to FOCUS Premier Business and WFH Member Bank Account must comply with provisions of U.S. law. ACH payments take up to five (5) business days to become available in the FOCUS Premier Business and WFH Member Bank Account after processing.
  3. FOCUS Premier Business and WFH Member will not attempt to bill or collect reimbursement from any third-party payor, including but not limited to any insurer, health insurance plan, Medicare, Medicaid, or any other federal, state, provincial, territorial or local governmental program or entity (“Third-Party Payor”), for any of FOCUS WFH Member’s services. FOCUS Premier Business and WFH Member will accept the amounts received from FOCUSOwnYou.com as payment in full for all monthly prepaid payment benefit provided by FOCUS Premier Business and WFH Member delivered pursuant to the FOCUS Premier Business and WFH Member Offering. FOCUS Premier Business and WFH Member is solely responsible for complying with any contractual requirements imposed by its contracts with Third-Party Payors, including but not limited to requirements related to offering discounted services.
  4. Tax Levy. In the event FOCUSOwnYou.com receives written notice of a validly issued state or federal tax levy relating to past-due taxes owed by FOCUS Premier Business and WFH Member, FOCUSOwnYou.com may, in accordance with applicable law, deduct any such amounts from payments due to FOCUS Premier Business and WFH Member.
  5. Taxes Generally. It is FOCUS Premier Business and WFH Member’s responsibility to determine what, if any, taxes apply to the payments FOCUS Premier Business and WFH Member makes or receives, and it is FOCUS Premier Business and WFH Member’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. FOCUSOwnYou.com is not responsible for determining whether taxes apply to FOCUS Premier Business and WFH Member’s transaction with either Customers or FOCUSOwnYou.com, or for collecting, reporting or remitting any taxes arising from any transaction with or by FOCUS Premier Business and WFH Member and PTB Customer. FOCUS Premier Business and WFH Member may be asked to provide FOCUSOwnYou.com with a valid Tax Identification Number for tax reporting purposes. An IRS Form 1099 may be issued in FOCUS WFH Member’s name for the value of payments made. Notwithstanding anything else in this Agreement, FOCUS Premier Business and WFH Member shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which FOCUS Premier Business and WFH Member is required to be so registered in connection with the FOCUS Premier Business and WFH Member Offering and pursuant to the terms and redemption of the FOCUS Freebies and Discounts, and shall be responsible for paying any and all sales, use or any other taxes related to the FOCUS Premier Business and WFH Member Offering or the goods and services.
  6. Transaction Taxes. FOCUS Premier Business and WFH Member bears sole financial responsibility for any and all sales, use, excise, general, GST, or other similar taxes, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by this Agreement between FOCUSOwnYou.com and FOCUS Premier Business and WFH Member (“Transaction Taxes”), if any. FOCUSOwnYou.com shall apply the applicable Transaction Tax to the amounts it retains and/or other fees remitted to FOCUSOwnYou.com pursuant this Agreement. Transaction Taxes are calculated using the FOCUS Premier Business and WFH Member’s billing address and will be included on invoices. Tax rates are subject to change. If applied, Transaction Taxes will be calculated at the time of each payment using the rates in effect under current law.
  7. Withholding Taxes. FOCUSOwnYou.com may be required by tax authorities to withhold taxes on behalf of FOCUS Premier Business and WFH Member. FOCUSOwnYou.com reserves the right to deduct any such taxes from amounts due to FOCUS Premier Business and WFH Member and to remit them to the appropriate tax authority. FOCUSOwnYou.com may also be required to report the withholding tax payments to the tax authorities. FOCUSOwnYou.com shall provide evidence of payment of withholding taxes to FOCUS Premier Business and WFH Member no later than 60 days after payment of the withholding taxes.
  8. Notwithstanding anything to the contrary, FOCUSOwnYou.com will have no obligation to advance amounts that have been paid to FOCUSOwnYou.com by a Customer until FOCUS Premier Business and WFH Member has complied with FOCUS Premier Business and WFH Member’s obligations under this Agreement. If FOCUSOwnYou.com reasonably believes that FOCUS Premier Business and WFH Member has breached any provision of this Agreement, FOCUSOwnYou.com may offset, delay, withhold, or suspend future payments to FOCUS Premier Business and WFH Member, in FOCUSOwnYou.com sole discretion. In addition, if FOCUS Premier Business and WFH Member is unwilling to, or in FOCUSOwnYou.com reasonable discretion appears unable to, perform its obligations under this Agreement, FOCUSOwnYou.com is authorized to offset, delay, withhold, or suspend future payments to FOCUS Premier Business and WFH Member in addition to such other remedies as may be available under this Agreement or at law, to secure payment from FOCUS Premier Business and WFH Member for any refunds and/or other amounts payable by FOCUS Premier Business and WFH Member under this Agreement.

Customer Data Restrictions

1. 1. “Customer Data” means all identifiable information about Customers generated or collected by FOCUSOwnYou.com or FOCUS Premier Business and WFH Member, including, but not limited to, Customers’ name, shipping addresses, email addresses, phone numbers, Customer preferences and tendencies, and financial transaction data.
  2. FOCUS Premier Business and WFH Member shall use Customer Data only to fulfill its redemption obligations in connection with the FOCUS Premier Business and WFH Member Offering as authorized by this Agreement. FOCUS Premier Business and WFH Member expressly agrees that any Customer Data shall be used only for this purpose (including, but not limited to, the redemption of FOCUS Freebies and Discounts and provision of goods and services to Customers), and not to enhance a file or list Owned by FOCUS WFH Member, or any third party. FOCUS Premier Business and WFH Member represents, warrants and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If FOCUS Premier Business and WFH Member engages any third party to facilitate its redemption obligations hereunder, FOCUS Premier Business and WFH Member shall ensure that such third party implements and complies with reasonable security measures in handling any Customer Data. If any Customer Data is collected directly by FOCUS Premier Business and WFH Member or a third party engaged by FOCUS Premier Business and WFH Member to facilitate its redemption obligations hereunder, FOCUS Premier Business and WFH Member shall ensure that it or such third party adopts, posts and processes the Customer Data in conformity with its posted privacy policy and all applicable laws.
  3. As long as FOCUS Premier Business and WFH Member uses Customer Data in compliance with applicable law and FOCUS WFH Member’s posted privacy policy, restrictions stated in this Agreement on FOCUS WFH Member’s use of Customer Data do not apply to: (i) data from any Customer who is already a customer of FOCUS Premier Business and WFH Member before the Effective Date, if such data was provided to FOCUS Premier Business and WFH Member by such PTB Customer independent of this Agreement or any transaction hereunder; or (ii) data supplied by a Customer directly to FOCUS Premier Business and WFH Member who becomes a customer of FOCUS Premier Business and WFH Member in connection with such Customer explicitly opting in to receive communications from FOCUS Premier Business and WFH Member.
  4. FOCUS Premier Business and WFH Member shall immediately notify FOCUSOwnYou.com if FOCUS Premier Business and WFH Member becomes aware of or suspects any unauthorized access to or use of Customer Data or any confidential information of FOCUSOwnYou.com, and shall cooperate with FOCUSOwnYou.com in the investigation of such breach and the mitigation of any damages. FOCUS Premier Business and WFH Member will bear all associated expenses incurred by FOCUSOwnYou.com to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in FOCUS Premier Business and WFH Member’s reasonable possession or control. Upon termination or expiration of this Agreement, FOCUS Premier Business and WFH Member shall, as directed by FOCUSOwnYou.com, destroy or return to FOCUSOwnYou.com all the Customer Data in FOCUS WFH Member’s or any agent of FOCUS Premier Business and WFH Member’s possession.

Mobile Redemption Devices

If FOCUSOwnYou.com leases or lends FOCUS Premier Business and WFH Member a tablet or mobile redemption device (“Device”), FOCUS Premier Business and WFH Member agrees to be bound by the terms of use, end user license agreements, or other provisions governing its use, unless otherwise authorized by FOCUSOwnYou.com in writing. Unless otherwise stated in writing, FOCUS Premier Business and WFH Member shall only use the Device for transmitting redemption data to FOCUSOwnYou.com and processing PTB Customer payments and shall return a loaned Device fourteen (14) days after the Promotional Value Expiration Date, unless a new feature is planned or if requested by FOCUSOwnYou.com for any reason. FOCUSOwnYou.com reserves the right to bill FOCUS Premier Business and WFH Member for the cost of the Device, or offset any current or future payments due to FOCUS Premier Business and WFH Member under any contract between the parties if the device is not returned, or for costs related to damage or other misuse.

Promotional Programs

In an effort to incentivize FOCUS Freebies and Discounts sales, FOCUS Premier Business and WFH Member authorizes FOCUSOwnYou.com, at any time and in FOCUSOwnYou.com’s sole discretion, to increase or decrease the Amount Paid for the FOCUS Premier Business and WFH Member Offering (any such effort, “Promotional Program(s)”). For each FOCUS Freebies and Discounts sold as part of a Promotional Program, the Net Remittance Amount may be adjusted in an amount equal to the percentage increase or decrease in the Amount Paid (“Promotional Adjustment”), provided that, any decrease of the Net Remittance Amount will not exceed: (i) twenty percent (20%) of the Net Remittance Amount, or (ii) if applicable, the maximum Promotional Adjustment specified in the “Payment Terms” section of the FOCUSOwnYou.com FOCUS Premier Business and WFH Member Agreement. Promotional Programs include the following:

Promotional Codes – A “Promotional Code” is a code that Customers may use, in FOCUSOwnYou.com’s sole discretion, to receive a discount on the Amount Paid for a FOCUS Premier Business and WFH Member Offering.
Price Optimization – “Price Optimization” is any change (excluding Promotional Codes) to the Amount Paid for a FOCUS Premier Business and WFH Member Offering.

Term and Termination

This Agreement will continue in effect until terminated by either party in accordance with this Section (“Term”). FOCUSOwnYou.com is authorized to terminate this Agreement, at any time for any reason, upon written notice to FOCUS Premier Business and WFH Member. FOCUS Premier Business and WFH Member is authorized to terminate this Agreement upon seven (7) business days prior written notice to FOCUSOwnYou.com. Termination of this Agreement will not in any way affect FOCUS Premier Business and WFH Member’s obligation to redeem any FOCUS Freebies and Discounts according to the terms of this Agreement, including the obligation to honor the FOCUS Freebies and Discounts for the Amount Paid after the Promotional Value Expiration Date. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term.

Compliance with Gift Card, Gift Certificate and Abandoned Property Laws

FOCUS Premier Business and WFH Member agrees to comply with the FOCUS Freebies and Discounts terms and conditions as stated on the Website, including but not limited to the “Terms of Use” of the Website, and to ensure that the FOCUS Freebies and Discounts comply with all laws that govern FOCUS Freebies and Discounts, gift cards, coupons, and gift certificates, including but not limited to the United States Credit CARD Act of 2009 (if applicable) and any laws governing the imposition of expiration dates, service charges or dormancy fees and all Fine Print related to the FOCUS Premier Business and WFH Member Offering stated on the FOCUS Freebies and Discounts. FOCUS Premier Business and WFH Member is solely responsible for compliance with any applicable escheat or abandoned or unclaimed property laws. Upon written request from FOCUS WFH Member, but only when required, FOCUSOwnYou.com will provide FOCUS Premier Business and WFH Member with information in FOCUSOwnYou.com’s possession that the FOCUS Premier Business and WFH Member needs to comply with its obligations under this Agreement. FOCUS Premier Business and WFH Member agrees that, regardless of the payment terms, FOCUS Premier Business and WFH Member, and not FOCUSOwnYou.com, maintains any obligation for unredeemed FOCUS Freebies and Discounts under applicable escheat or abandoned or unclaimed property laws.

Marketing

FOCUSOwnYou.com and its business partners may communicate with FOCUS Premier Business and WFH Member with regard to products, promotions, and other services that may be of interest to FOCUS Premier Business and WFH Member. This may include email or other communications. FOCUSOwnYou.com may also solicit FOCUS Premier Business and WFH Member’s opinion for market research purposes.

Intellectual Property Rights

1. 1. FOCUS Premier Business and WFH Member grants to FOCUSOwnYou.com a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) FOCUS Premier Business and WFH Member’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by FOCUS Premier Business and WFH Member (collectively, “FOCUS Premier Business and WFH Member IP”); and (b) any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by FOCUS Premier Business and WFH Member (collectively, “Third Party IP”), in each case in connection with the promotion, sale/resale (as may be applicable) or distribution of the FOCUS Premier Business and WFH Member Offering in all media or formats now known or hereinafter developed (“License”). Any use of the FOCUS Premier Business and WFH Member IP or Third Party IP as contemplated in this Agreement is within FOCUSOwnYou.com’s sole discretion.
  2. FOCUS Premier Business and WFH Member acknowledges and agrees that, as between the parties, FOCUSOwnYou.com owns all interest in and to the Website, Customer Data, FOCUSOwnYou.com trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by FOCUSOwnYou.com or at FOCUSOwnYou.com’s direction, or assigned to FOCUSOwnYou.com, and any materials, software, technology or tools used or provided by FOCUSOwnYou.com to promote, sell/resell (as may be applicable) or distribute the FOCUS Premier Business and WFH Member Offering and conduct its business in connection therewith (collectively “FOCUSOwnYou.com IP”). FOCUS Premier Business and WFH Member shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the FOCUSOwnYou.com IP or any portion thereof, or use such FOCUSOwnYou.com IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, except that FOCUSOwnYou.com grants FOCUS Premier Business and WFH Member a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the Term to use one copy of FOCUSOwnYou.com’s mobile FOCUS Premier Business and WFH Member software application on a single mobile computer, tablet computer, or other device, solely for the purposes permitted by that software, and to make one copy of the software for back-up purposes. FOCUS Premier Business and WFH Member shall keep the FOCUSOwnYou.com IP confidential and shall not prepare any derivative work based on the FOCUSOwnYou.com IP or translate, reverse engineer, decompile or disassemble the FOCUSOwnYou.com IP. FOCUS Premier Business and WFH Member shall not take any action to challenge or object to the validity of FOCUSOwnYou.com’s rights in the FOCUSOwnYou.com IP or FOCUSOwnYou.com’s Ownership or registration thereof. Except as specifically provided in this Agreement, FOCUS Premier Business and WFH Member and any third party assisting FOCUS Premier Business and WFH Member with its obligations in this Agreement, are not authorized to use FOCUSOwnYou.com IP in any medium without prior written approval from an authorized representative of FOCUSOwnYou.com. FOCUS Premier Business and WFH Member shall not include any trade name, trademark, service mark, domain name, social media identifier, of FOCUSOwnYou.com or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword. FOCUS Premier Business and WFH Member shall not use or display any FOCUSOwnYou.com IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between FOCUS Premier Business and WFH Member or a third party and FOCUSOwnYou.com. All rights to the FOCUSOwnYou.com IP not expressly granted in this Agreement are reserved by FOCUSOwnYou.com.
  3. If FOCUS Premier Business and WFH Member provides FOCUSOwnYou.com or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a FOCUSOwnYou.com product or service or otherwise in connection with this Agreement, any FOCUSOwnYou.com IP, or FOCUS Premier Business and WFH Member’s participation in the FOCUS Premier Business and WFH Member Offering or FOCUS Freebies and Discounts, (collectively, “Feedback”), FOCUS Premier Business and WFH Member irrevocably assigns to FOCUSOwnYou.com all right, title, and interest in and to Feedback. In the event your assignment to FOCUSOwnYou.com is invalid for any reason, you hereby irrevocably grant FOCUSOwnYou.com and its affiliates a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Feedback; (ii) adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. FOCUS Premier Business and WFH Member warrants that: (A) Feedback is FOCUS Premier Business and WFH Member’s original work or FOCUS Premier Business and WFH Member obtained Feedback in a lawful manner; and (B) FOCUSOwnYou.com and its sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. FOCUS Premier Business and WFH Member agrees to provide FOCUSOwnYou.com such assistance as FOCUSOwnYou.com might require documenting perfectly, or maintain FOCUSOwnYou.com’s rights in and to Feedback.

Representations and Warranties

FOCUS Premier Business and WFH Member represents and warrants that: (a) FOCUS Premier Business and WFH Member has the right, power and authority to enter into this Agreement; (b) FOCUS Premier Business and WFH Member, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where FOCUS Premier Business and WFH Member’s goods and services will be provided; (c) the FOCUS Freebies and Discounts, upon being delivered by FOCUSOwnYou.com, will be available immediately for redemption and FOCUS Premier Business Member will have sufficient goods and/or services available for redemption through the Promotional Value Expiration Date (i.e., a number of goods and/or services sufficient to fulfill its redemption obligations in connection with the applicable Maximum Number of FOCUS Freebies and Discounts); (d) the terms and conditions of the FOCUS Freebies and Discounts, including any discounts or goods and services offered thereunder do not and will not violate any, local, state, provincial, territorial or federal law, statute, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol and any laws governing FOCUS Freebies and Discounts, gift cards, coupons, and gift certificates; (e) the FOCUS Premier Business Member’s redemption of the FOCUS Freebies and Discounts will result in the bona fide provision of goods and/or services by FOCUS Premier Business Member to the PTB Customer; (f) FOCUS Premier Business and WFH Member Owns all interest in and to the FOCUS Premier Business and WFH Member IP and has licensing rights in (with the right to sublicense to FOCUSOwnYou.com) the Third Party IP, and has the right to grant the License stated in this Agreement; (g) the FOCUS Premier Business Member IP and the Third Party IP, the FOCUS Premier Business Member Offering, FOCUSOwnYou.com’s use and promotion thereof, and the results of such FOCUS Premier Business Member Offerings, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity; (h) the FOCUS Premier Business Member IP and Third Party IP does not include any material that is contain material subject to 18 USC §2257, unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law; (i) the FOCUS Freebies and Discounts and any advertising or promotion of FOCUS WFH Member’s goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law; (j) FOCUS Premier Business Member and its employees, contractors and agents have had the proper education and training and hold all required and up-to-date regulatory authorization, licenses and certifications relating to any FOCUS Premier Business Member Offering to provide the goods or services described in this Agreement; (k) FOCUS Premier Business and WFH Member’s business information and direct deposit details as provided in this Agreement, indicating where payments should be forwarded are accurate and FOCUS Premier Business and WFH Member is the authorized entity to receive the funds forwarded by FOCUSOwnYou.com; (l) FOCUS Premier Business and WFH Member is not authorized to resell, broker or otherwise disclose any Customer Data (as defined in this Agreement) to any third party, in whole or in part, for any purpose, and FOCUS Premier Business and WFH Member is not authorized to copy or otherwise reproduce any Customer Data other than for the purpose of redeeming or verifying the validity of FOCUS Freebies and Discounts in connection with this Agreement and (m) the FOCUS Premier Business and WFH Member Offering is: (i) free from defects in workmanship, materials and design, (ii) FOCUS WFH Memorable and suitable for the purposes, if any, stated in the Agreement, and (iii) genuine, bona fide products, as described herein and does not violate the rights of any third party.

Indemnification

To the extent allowed under applicable law, FOCUS Premier Business and WFH Member agrees to defend, indemnify and hold FOCUSOwnYou.com, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by FOCUS Premier Business and WFH Member of this Agreement, or the representations and warranties made in this Agreement; (b) any claim for state sales, use, or similar tax obligations of FOCUS Premier Business and WFH Member arising from the sale and redemption of a FOCUS Freebies and Discounts; (c) any claim by any local, state, provincial, territorial or federal governmental entity for unredeemed FOCUS Freebies and Discounts or unredeemed cash values of FOCUS Freebies and Discounts or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest; (d) any claim arising out of a violation of any law or regulation by FOCUS Premier Business and WFH Member or governing FOCUS Premier Business and WFH Member’s goods and/or services; (e) any claim arising out of FOCUS Premier Business and WFH Member’s violation of law or regulation governing the use, sale, and distribution of alcohol; (f) any claim by a Customer or anyone else arising out of or relating to the goods and services provided by FOCUS Premier Business and WFH Member and/or pick up of the goods and services at the Redemption Site, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; (g) any claim by a Customer for the Amount Paid; (h) any claim arising out of FOCUS Premier Business and WFH Member’s misuse of Customer Data, or any violation of an applicable data privacy or security law; and (i) any claim arising out of FOCUS Premier Business and WFH Member’s negligence, fraud or willful misconduct. FOCUSOwnYou.com maintains the right to control its Own defense and to choose and appoint its Own defense counsel, regardless of the presence or absence of a conflict of interest between FOCUSOwnYou.com and FOCUS Premier Business and WFH Member. FOCUS Premier Business and WFH Member’s duty to defend and indemnify FOCUSOwnYou.com includes the duty to pay FOCUSOwnYou.com’s reasonable attorneys’ fees and costs, including any expert fees.

Confidentiality

The terms for the FOCUS Premier Business and WFH Member Offering described in this Agreement are confidential, and FOCUS Premier Business and WFH Member agrees not to disclose the terms described in this Agreement to any party (other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law, if FOCUS Premier Business and WFH Member has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). In the event of a breach, FOCUSOwnYou.com is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).

Limitation of Liability

EXCEPT FOR FOCUS PREMIER BUSINESS AND WFH MEMBER’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT IS EITHER PARTY LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. FOCUSOWNYOU.COM’S SOLE AND COMPLETE LIABILITY TO FOCUS PREMIER BUSINESS AND WFH MEMBER FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF ANY FOCUS FREEBIES AND DISCOUNTS IS LIMITED TO THE AMOUNT OF FEES RETAINED BY FOCUSOWNYOU.COM HEREUNDER FOR THE PRECEDING SIX(6) MONTHS AFTER FINAL CALCULATION AND RECONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. IN ADDITION, ANY CLAIM BY OR ON BEHALF OF A FOCUS PREMIER BUSINESS AND WFH MEMBER IN CONNECTION WITH ANY PAYMENT MADE BY FOCUSOWNYOU.COM, INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING THAT A FOCUS PREMIER BUSINESS AND WFH MEMBER WAS UNDERPAID, MUST BE MADE IN WRITING TO FOCUSOWNYOU.COM WITHIN NINETY (90) DAYS FROM THE DATE FOCUSOWNYOU.COM REMITS THE PAYMENT AT ISSUE. ALL CLAIMS NOT MADE IN ACCORDANCE WITH THE FOREGOING SHALL BE DEEMED WAIVED, RELEASED AND DISCHARGED BY FOCUS WFH MEMBER.

Dispute Resolution

All disputes arising out of, or relating in any way to this Agreement, shall be resolved pursuant to this Section 14 Dispute Resolution.

Binding Arbitration

EXCEPT AS SPECIFICALLY STATED HEREIN, ANY DISPUTE OR CLAIM BETWEEN FOCUS PREMIER BUSINESS AND WFH MEMBER AND FOCUSOWNYOU.COM ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT (“DISPUTES”) SHALL BE RESOLVED EXCLUSIVELY BY FINAL, BINDING ARBITRATION. BY VIRTUE OF THE AGREEMENT IN THIS SECTION 14 TO ARBITRATE, FOCUS PREMIER BUSINESS AND WFH MEMBER AND FOCUSOWNYOU.COM ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY (EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 14). The provisions of this Section 14 shall constitute FOCUS Premier Business and WFH Member’s and FOCUSOwnYou.com’s written agreement to arbitrate Disputes under the Federal Arbitration Act. The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to its applicable rules, including those applicable to Commercial Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.

To begin an arbitration proceeding, FOCUS Premier Business and WFH Member or FOCUSOwnYou.com must comply with the limitations provision set forth in Section 13 and submit the Dispute by making a demand for arbitration as detailed at http://www.adr.org. If FOCUS Premier Business and WFH Member demands arbitration, it shall simultaneously send a copy of the completed demand to the following address: FOCUSOwnYou P.O. Box 389 Bonaire, Georgia 31005. If FOCUSOwnYou.com demands arbitration, it shall simultaneously send a copy of the completed demand to the FOCUS Premier Business and WFH Member’s address of record. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. FOCUSOwnYou.com will reimburse those fees for Disputes totaling less than $10,000 if FOCUS Premier Business and WFH Member is the prevailing party in such arbitration. FOCUSOwnYou.com will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that a FOCUS Premier Business and WFH Member Dispute is frivolous. The arbitration will be conducted based upon written submissions unless FOCUS Premier Business and WFH Member requests and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines an in-person hearing is necessary, the hearing will proceed in Chicago, Illinois, unless the arbitrator determines or we agree that the matter should proceed in the county of FOCUS Premier Business and WFH Member’s principal place of business.

Class Action Waiver

WE EACH AGREE THAT WE SHALL BRING ANY DISPUTE AGAINST THE OTHER IN OUR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, WE EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.

Choice of Law/No Jury Trial

If for any reason a Dispute proceeds in court: (i) FOCUS Premier Business and WFH Member and FOCUSOwnYou.com agree that any such Dispute may only be instituted in a state or federal court in Cook County, Illinois; (ii) FOCUS Premier Business and WFH Member and FOCUSOwnYou.com irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; (iii) FOCUS Premier Business and WFH Member and FOCUSOwnYou.com agree that the Federal Arbitration Act, the AAA rules, applicable federal law and the laws of the State of Georgia, without regard to principles of conflicts of law, will govern this Agreement and any Disputes; and (iv) FOCUS PREMIER BUSINESS AND WFH MEMBER AND FOCUSOWNYOU.COM AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.

Injunctive Relief/Attorneys’ Fees

Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to claims that the other party’s conduct may cause the other irreparable injury.

In the event FOCUSOwnYou.com is the prevailing party in any Dispute, subject to any exceptions in this Section 14, FOCUS Premier Business and WFH Member shall pay to FOCUSOwnYou.com all reasonable attorneys’ fees and costs incurred by FOCUSOwnYou.com in connection with any Dispute.

Other

1. The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other in any way.
2. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
3. FOCUS Premier Business and WFH Member is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without FOCUSOwnYou.com’s prior written consent. Any waiver must be in writing and signed by an authorized signatory of FOCUSOwnYou.com. FOCUSOwnYou.com is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to FOCUS Premier Business and WFH Member.
4. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.
5. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FOCUS WFH MEMBERABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FOCUSOWNYOU.COM DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE FOCUS FREEBIES AND DISCOUNTS ARE ERROR-FREE, OR THAT ANY FOCUS PREMIER BUSINESS AND WFH MEMBER OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR FOCUS WFH MEMBER.

Terms and Conditions

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