WeSalute Business Terms of Service

Terms of Service

These Terms and Conditions of Service (“Terms of Service”) (“ToS”) contain disclaimers of warranties, disclaimers of liability, a jury trial waiver and a class action waiver.  Please read these provisions (and the rest of these Terms of Service) carefully. 

Your use of the WeSalute Business (founded as Veterans Advantage PBC) website, software, and services confirm your unconditional acceptance of these Terms of Service. If you do not accept these Terms of Service, do not use this website, software or the WeSalute Business Services.

General

These Terms of Service govern your access to and use of the business.wesalute.com website and WeSalute Business Services (collectively, the “WeSalute Business Services”).

These Terms of Service are a legal agreement between you (“Client”, “Company”, “Brand”, “Organization”) and Veterans Advantage, PBC dba WeSalute (“WeSalute”, “WeSalute Business”, “we,” “our”, or “us”), collectively (“Party”) or (“Parties”). Throughout these Terms of Service, when reference is made to the consumers to whom WeSalute provides services, as well as to the Client's new or existing customers, they shall collectively be referred to as the ("Customer") or ("End-User)". The term "Customer" broadly refers to people that engage WeSalute's services in two capacities: first, as individual users and second, as members of the general public who are affiliated with service groups; including but not limited to members of the military community. The term "End-User" is used to describe individuals who ultimately interact with and benefit from the solutions and services that WeSalute provides. This category includes website visitors, app users, and other individuals who access WeSalute’s digital platforms or participate in their marketing efforts, all of which are facilitated by the services provided by WeSalute.

WeSalute Business Products and Services

Products

This Agreement governs the use of the various products and services offered by WeSalute Business, including but not limited to WeSalute Marketplace, WeSalute Business Manager, WeSalute Business Advertising, WeSalute Business Professional Services (Success, Creative, and Events), WeSalute ID, WeSalute APIs and Integrations, and WeSalute+ Commercial Sales (collectively referred to as "Products and Services"). By accessing or using any of the Products and Services provided by WeSalute Business, Clients agree to comply with and be bound by the terms and conditions set forth in this Agreement. Clients must be of legal age and have the legal capacity to enter into contracts. Clients warrant that the information provided to WeSalute Business during the onboarding and registration process or while using the Products and Services is accurate and complete. If Clients do not agree with these terms, they should not use the Products and Services. By using any of the Products and Services, Clients acknowledge and agree to the terms and conditions set forth in this Agreement. Clients understand that this Agreement constitutes a legally binding contract between Veterans Advantage PBC dba WeSalute (“WeSalute Business”) and the Client. Clients shall use the Products and Services in compliance with all applicable federal, state, and local laws, regulations, and ordinances.

 

For detailed terms and conditions specific to each Product and Service, please refer to the respective sections addressing each product or service within this Agreement. Clients are encouraged to read and understand the specific terms and conditions applicable to the particular Products and Services they engage with.

WeSalute Marketplace

WeSalute Marketplace, located at wesalute.com, a marketplace service made available to Clients by WeSalute Business, enables Clients to list their Brand and Offer for display to customers ("End-Users"). These Terms and Conditions govern the use of WeSalute Marketplace and the submission of Brand and Offer content ("User-Generated Content").

 

Offer Validity, Availability, and Redemption 

The validity of any coupons, discounts, or offers listed in the WeSalute Marketplace shall be clearly defined by the Client offering the promotion. Clients are responsible for specifying the exact start and end dates, if applicable, to inform WeSalute Business of the promotion's duration. WeSalute does not guarantee the accuracy or timeliness of offer validity dates and shall not be liable for any discrepancies or errors in this regard. Clients shall provide complete and accurate details regarding the terms, limitations, and any exclusions associated with their offers. Clients are solely responsible for honoring the terms and conditions they have specified, and any disputes related to offer fulfillment shall be resolved between the Client and the customer (“End-User)”. Clients shall provide transparent pricing information for products or services associated with offers. This includes detailing any additional fees, taxes, or surcharges that may apply to the offer. Clients must ensure that their coupons, discounts, and offers comply with all applicable federal, state, and local laws and regulations. If Clients are unsure about the legal requirements of their offers, it is advisable to seek legal counsel to ensure federal, state, and local compliance with the law. Clients who have engaged in a contractual relationship with WeSalute Business and have their offer published in the WeSalute Marketplace shall assume full responsibility for the availability of their offer and its successful redemption by end-users. Clients must ensure that the offer remains accessible and redeemable by end-users for the duration specified in the offer's terms and conditions and contractual relationship with WeSalute Business. It is the Client's duty to maintain an adequate stock of goods or services related to the offer, as well as to promptly address any technical issues or discrepancies that may arise in the offer's redemption process. Clients shall respond to inquiries or concerns from end-users regarding offer availability or redemption in a timely and effective manner. In cases where Clients anticipate or encounter circumstances that may impact the availability or redemption of their offer, such as inventory shortages or technical disruptions, Clients should take proactive measures to inform WeSalute Business, by contacting their WeSalute Business Customer Success Manager and emailing [email protected], of any potential limitations or changes. WeSalute Business shall not be held liable for any failure to redeem or fulfill offers by Clients, and Clients understand that any disputes, claims, or liabilities arising from offer availability or redemption are the sole responsibility of the Client. WeSalute reserves the right to cancel or withdraw offers listed in the WeSalute Marketplace at our discretion.

User-Generated Content & Content Modification

Clients may submit User-Generated Content for listing on WeSalute Marketplace. User-Generated Content includes but is not limited to text, images, videos, and any other content related to their Brand and Offer. Clients are responsible for the accuracy, legality, and compliance of their User-Generated Content with applicable laws, regulations, and these Terms and Conditions. WeSalute Business reserves the right to review, modify, or remove User-Generated Content at its sole discretion to ensure compliance with these Terms and Conditions and Content Policies for Consumers. WeSalute Business may make edits, including but not limited to formatting, grammar, and spelling, to enhance the quality and clarity of User-Generated Content. 

Content Placement and Modification

WeSalute reserves the right to determine the placement, positioning, and display of User-Generated Content within the WeSalute Marketplace at its sole discretion. WeSalute may modify the appearance, layout, or format of User-Generated Content to optimize the user experience and ensure compliance with WeSalute Terms of Service for customers (“End-Users”). Clients acknowledge that WeSalute’s decisions regarding the placement and modification of User-Generated Content are final and are made to enhance the overall functionality and effectiveness of WeSalute Marketplace. WeSalute shall make reasonable efforts to inform Clients of significant changes in content placement or format that may impact the visibility or accessibility of their User-Generated Content within the Marketplace. Clients understand and agree that WeSalute discretion regarding content placement and modification is aimed at enhancing the overall user experience and effectiveness of WeSalute Marketplace. Clients shall not hold WeSalute liable for any changes or modifications made in accordance with this section.

Compliance with Laws and Policies & Restricted Content

Clients shall not submit or list User-Generated Content that violates any federal, state, or local laws, regulations, or ordinances. User-Generated Content must not promote illegal activities, restricted businesses, or any content prohibited by applicable law. Clients shall not submit User-Generated Content that includes, but is not limited to, content related to controlled substances, adult content, hate speech, or any other content that violates WeSalute’s Terms of Service for customers (“End-Users”).

Ownership and License

Clients retain ownership of their User-Generated Content, but grant WeSalute a non-exclusive, royalty-free, worldwide license to use, reproduce, display, and distribute the User-Generated Content in connection with WeSalute Marketplace and related services.

Content Removal and Termination

WeSalute Business may remove or suspend the display of any User-Generated Content that violates these Terms and Conditions or Content Policies for Consumers. In case of repeated violations, WeSalute Business reserves the right to terminate the Client's access to WeSalute Marketplace. 

WeSalute Business Manager

WeSalute Business Manager, (“Business Manager”) is a business-to-business (“B2B”) software-as-a-service (“SaaS”) platform designed to provide Clients with enhanced capabilities to manage and optimize their brand's presence, performance, and engagement within the WeSalute Marketplace. Business Manager offers a suite of features that empower Clients to efficiently control their brand's experience, launch new brands and offers, integrate with WeSalute services, gain insights into Marketplace performance, and manage billing and invoicing seamlessly. This Agreement outlines the terms and conditions under which Clients may access and use the WeSalute Business Manager, as well as their obligations, responsibilities, and rights while utilizing the platform.

Account Registration & Security

Clients seeking access to WeSalute Business Manager ("Business Manager") must complete the account registration process as prescribed by the application, found at business.wesalute.com/manager. Clients shall provide accurate, current, and complete information during the registration process, including but not limited to business name, contact information, and billing details. Clients are responsible for maintaining the accuracy of their account information and promptly updating it to reflect any changes. Clients are required to establish login credentials, including a username and password, during the registration process. These credentials are for the Client's exclusive use. Clients are solely responsible for maintaining the confidentiality of their login credentials. They must not share their credentials with third parties. Clients shall promptly notify WeSalute Business of any unauthorized access to or use of their account or any breach of security. Clients are prohibited from creating multiple accounts on Business Manager without prior authorization from WeSalute Business. Each business entity is limited to one account, except under specific contractual arrangements. WeSalute Business reserves the right to terminate or suspend Client accounts, in its sole discretion, if there is evidence of fraudulent activity, misuse, or violations of this Agreement. In case of account termination, Clients may lose access to their data and content associated within the WeSalute Business Manager.

Acceptable Use

WeSalute Business Manager ("Business Manager") is a comprehensive B2B SaaS platform designed to facilitate the efficient management, optimization, and administration of brand-related activities within the WeSalute Marketplace ("Marketplace"). Clients are granted access to Business Manager for the purpose of enhancing their presence, performance, and engagement within the Marketplace, in accordance with the terms of their specific contractual arrangements. Clients must use Business Manager in full compliance with all applicable laws, regulations, and industry standards. Clients are responsible for understanding and adhering to any legal requirements that pertain to their specific industry or geographic location. Clients are strictly prohibited from engaging in any activities that may violate the law, infringe upon the rights of others, or disrupt the operation and integrity of the Business Manager or the Marketplace.

 

Prohibited activities include, but are not limited to:

• Unauthorized access or use of the platform or its data.
• Distribution of malware or any malicious software.
• Any form of hacking, phishing, or cyberattacks.
• Impersonation of other Clients or entities.
• Unauthorized access to or use of other Clients' data or accounts.
• Transmitting, distributing, or storing unlawful or infringing content.
• Engaging in activities that harm or harass other Clients or Marketplace users.
• Violating the intellectual property rights of others.
• Any activities that disrupt the stability and availability of the Business Manager platform or the Marketplace.
• Engaging in fraudulent or deceptive practices.

 

Clients are required to handle data within Business Manager responsibly and in accordance with applicable data protection laws. Clients shall respect the privacy rights of their end-users and Marketplace consumers, including obtaining necessary consents for data collection and processing. WeSalute Business reserves the right to investigate and take appropriate action in response to violations of this Acceptable Use section. Consequences of violation may include account suspension, termination, or legal action, as deemed necessary by WeSalute Business. Clients acknowledge that they are solely responsible for their actions and activities within the Business Manager. Clients shall indemnify and hold WeSalute Business harmless from any claims, losses, or liabilities resulting from their actions or usage of the platform.

 

WeSalute Business reserves the right to deactivate or suspend Client accounts due to prolonged periods of inactivity, as determined by WeSalute Business. Clients are encouraged to promptly report any suspected violations of this Acceptable Use section to WeSalute Business by contacting us at [email protected] or by speaking with your WeSalute Business Customer Success Manager. 

Evolving Software 

WeSalute Business is dedicated to fostering innovation and progress within the WeSalute Business Manager platform. Our commitment is centered upon consistently enhancing and expanding the platform's capabilities, thereby providing Clients with solutions and features. In recognition of evolving technology and shifting industry demands, WeSalute Business reserves the right to implement updates and modifications to the WeSalute Business Manager platform. These enhancements are strategically designed to ensure that our Clients continue to derive maximum benefit from the most advanced solutions, tools, and functionalities available in the market. We acknowledge that any alterations to the Agreement may potentially impact our Clients' operations, necessitating careful consideration. Accordingly, we are committed to providing ample notice of any forthcoming updates or modifications. Our Clients will be duly informed well in advance, allowing them sufficient time to prepare for the changes and ensuring a seamless transition.

Third-Party Services

Clients may have the option to integrate their Business Manager account with third-party services or applications. Such integrations may be subject to additional terms and conditions, and Clients are responsible for reviewing and complying with those terms.

WeSalute Business Advertising

WeSalute Business offers advertising solutions, collectively known as (“WeSalute Business Advertising”), within the WeSalute Marketplace and in the open market, to enhance the performance and visibility of Clients' brands, offers, and campaign goals. These solutions may include, but are not limited to, Native Advertising, Email Marketing, Content Rankings, Search Results, Recommendations, Direct Mailers, Display Ads, and custom campaigns delivered to members of the general public, target audiences, and End-Users of WeSalute. 

Advertising Risks and Outcomes

Clients acknowledge and understand that advertising inherently carries certain risks, and the outcomes of advertising campaigns are not guaranteed. The effectiveness of advertising efforts may vary based on various factors, including market dynamics, consumer behavior, and competitive landscape. WeSalute Business does not guarantee specific performance results, such as increased click-through rates, conversion rates, or revenue generation, as a result of advertising campaigns. Clients recognize that the performance of advertising campaigns may be influenced by factors beyond WeSalute Business's control, and variations in performance are inherent to the nature of advertising. The deliverability and reach of advertising campaigns may be subject to limitations imposed by external factors, including email deliverability, ad placement availability, audience targeting options, available inventory, and consumer engagement. Clients understand that WeSalute Business will make reasonable professional efforts to optimize campaign reach and deliverability within the parameters of the chosen advertising channels.

Transparency and Disclosure

Transparency and Disclosure in Advertising serve as fundamental pillars in WeSalute Business's commitment to ethical and responsible advertising practices. In the realm of digital advertising within the WeSalute Marketplace and for external campaigns co-branded with WeSalute, we recognize the paramount importance of providing consumers with clear, accurate, and truthful information. This section of our Terms of Service is dedicated to outlining the imperative principles that Clients engaging in advertising campaigns must embrace. WeSalute Business places a premium on ensuring that advertisements maintain a high degree of transparency, fostering consumer trust and confidence in the advertising ecosystem. Our commitment to transparency extends to all facets of advertising, encompassing sponsored content, endorsements, influencer collaborations, and more. We believe that by upholding these principles, Clients not only adhere to our policies but also contribute to the integrity of the broader digital advertising landscape. Within this section, we delve into the details of how Clients can achieve transparency and disclosure in their advertising endeavors, while also acknowledging the legal framework that governs truth in advertising laws. We encourage Clients to embrace these principles as not merely a regulatory requirement but as a means to establish credibility, foster consumer loyalty, and build enduring relationships within the WeSalute ecosystem. Transparency and Disclosure are not mere obligations; they are a testament to our shared commitment to honesty, integrity, and responsible advertising. Clients engaging in advertising campaigns within the WeSalute Marketplace are urged to consider these principles as a cornerstone of their advertising strategy, thereby contributing to a more transparent and trustworthy digital advertising ecosystem.

 

Clear and Accurate Information. Clients engaging in advertising campaigns within the WeSalute Marketplace are obligated to ensure that their advertisements convey clear, precise, and truthful information to consumers. It is imperative that advertisements accurately represent the nature, purpose, and characteristics of the promoted content. Misleading or deceptive information is strictly prohibited.

 

Sponsored Content. When creating sponsored content, Clients agree to clear and prominent labeling it as such. Sponsored content is any content that has been paid for or commissioned by an advertiser with the intent to promote a product, service, or brand. Such labeling ensures that End-Users can readily distinguish between editorial or organic content and paid promotional material.

 

Endorsements and Testimonials. Clients who incorporate endorsements or testimonials in their advertising campaigns must ensure that these endorsements accurately reflect the genuine opinions and experiences of the endorsers. If endorsers have a material connection to the advertiser, such as receiving compensation or incentives, this connection must be disclosed clearly and conspicuously in proximity to the endorsement.

 

Influencer Collaborations. When collaborating with influencers or content creators for advertising purposes, Clients must ensure that these collaborations are transparent and disclose the influencer's compensation or incentives. Disclosures should be clearly visible in the content, such as through captions, tags, or descriptions, and should leave no room for ambiguity regarding the nature of the collaboration.

 

Truth in Advertising Laws. Clients must adhere to truth in advertising laws and regulations applicable to their advertising campaigns within the jurisdiction in which they operate. Truth in advertising laws encompass legal requirements that prohibit false or misleading advertising practices and mandate transparency and honesty in all advertising endeavors

 

Regulatory Compliance. Clients acknowledge that compliance with truth in advertising laws and regulations is a legal obligation, and any violation of these laws may result in legal consequences and regulatory actions. WeSalute Business encourages Clients to seek legal counsel and ensure their advertising campaigns align with all relevant laws and regulations.

Compliance with Advertising Policies

Clients must adhere to WeSalute Business's Advertising Policies when creating and managing advertising campaigns within the WeSalute Marketplace. WeSalute Business reserves the right to review and approve advertising content to ensure compliance with its policies.

 

WeSalute Business is firmly committed to delivering a positive and reliable advertising experience to its End-User base. To achieve this imperative, we have established a comprehensive set of Advertising Policies that serve as the guiding principles for all Clients to adhere to while creating and managing advertising campaigns. These policies are instrumental in guaranteeing the relevance, respectful nature, and legal and regulatory compliance of advertising content. WeSalute Business reserves the right to thoroughly review and approve all advertising content before its publication. This review process is a measure to ensure that advertising content aligns with our Advertising Policies and refrains from including any objectionable material.

 

The following categories of advertising content are expressly prohibited within the WeSalute Marketplace:

• Illegal or Unethical Content: Advertising content that promotes illicit activities or contravenes applicable laws and regulations is categorically disallowed. This encompasses content that incites violence, hatred, or discrimination, as well as content that is sexually suggestive or pornographic in nature. Endorses illegal activities or products, including but not limited to illegal drugs, counterfeit goods, or illegal gambling. Encourages or facilitates the unauthorized collection of personal data or information.
• Misleading or Deceptive Content: Advertising content that is misleading or deceptive in any manner is strictly prohibited. This includes content that presents false or unsubstantiated claims, as well as content designed to mislead or deceive users.
• Sweepstakes or Lotteries: Advertising content that promotes or suggests Sweepstakes or Lotteries, defined by a game of change that results in the delivery greater value that the initial purchase price or cost of entrance, are strictly prohibited. 
• Spam or Unsolicited Content: Spam or unsolicited advertising content is not tolerated within the WeSalute Marketplace. This entails content sent to users who have not explicitly consented to receive it, as well as content distributed in bulk.
• Non-Discrimination and Fair Practices: Clients shall not engage in discriminatory advertising practices that discriminate against or exclude individuals or groups based on protected characteristics. Advertising content must adhere to principles of fairness, inclusivity, and non-discrimination.
• Competitor Advertisements: Advertisements promoting products or services that are in direct competition with WeSalute and WeSalute Business are explicitly prohibited.

Clients who contravene our Advertising Policies may be subject to the following repercussions:

• Removal of Advertising Content: WeSalute Business reserves the right to promptly remove any advertising content that breaches our Advertising Policies.
• Suspension or Termination of Account: WeSalute Business may enact the suspension or, in egregious cases, the termination of the account belonging to any client who repeatedly violates our Advertising Policies.

WeSalute Business will communicate with Clients regarding the review status of their advertising content and may provide feedback or instructions for modifications, if necessary. Clients are encouraged to engage in a collaborative and responsive manner during the review process to expedite content approval.

 

Failure to comply with WeSalute Business's Advertising Policies may result in content modification, rejection, or removal, as well as potential consequences outlined in the broader Terms of Service. Clients are urged to review and understand the Advertising Policies to ensure their advertising campaigns align with the established guidelines and maintain a positive and compliant presence within the WeSalute Marketplace.

Reporting and Analytics

WeSalute Business may provide Clients with access to reporting and analytics tools to evaluate the performance of their advertising campaigns. Clients are granted a non-exclusive, non-transferable right to use these tools solely for the purpose of assessing their advertising efforts within the WeSalute Marketplace. While WeSalute Business makes reasonable efforts to provide accurate and reliable reporting and analytics data, Clients understand that the accuracy of data may be influenced by external factors, including third-party analytics platforms and data sources. Clients are encouraged to verify and cross-reference data when making critical business decisions. Clients are solely responsible for interpreting and using the data obtained from reporting and analytics tools. WeSalute shall not be liable for any decisions, actions, or consequences resulting from the interpretation or misuse of data. WeSalute reserves the right to modify, update, or discontinue reporting and analytics features and functionalities at its discretion. Clients will be notified of significant changes to reporting and analytics tools in advance, where feasible. Clients may have the option to integrate third-party analytics or reporting tools with their advertising campaigns. Such integrations may be subject to additional terms and conditions, and Clients are responsible for reviewing and complying with those terms. WeSalute Business shall not be held liable for any direct or indirect damages, losses, or expenses incurred by Clients as a result of their use of reporting and analytics tools. Clients shall indemnify and hold WeSalute harmless from any claims, disputes, or liabilities arising from the use or interpretation of reporting and analytics data.

Third-Party Partnerships and Advertising Networks

WeSalute Business may engage third-party partners for certain advertising services or placements. Clients agree to comply with the terms and conditions of these third-party partnerships when utilizing such services. WeSalute will always seek contractual approval from Client prior to the launch of any campaigns utilizing third-party advertising partnerships and advertising networks. 

Liability and Indemnification

WeSalute Business shall not be held liable for any direct or indirect damages, losses, or expenses incurred by Clients as a result of advertising campaigns, including but not limited to loss of revenue or business opportunities. Clients shall indemnify and hold WeSalute Business harmless from any claims, disputes, or liabilities arising from the content or performance of their advertising campaigns. Clients understand that WeSalute Business Advertising services are offered to enhance their brand's presence in the WeSalute ecosystem; however, they acknowledge that advertising outcomes may vary, and results are not guaranteed. It is essential for Clients to consider the inherent risks and limitations associated with advertising when utilizing these services.

 

Reporting Advertising Violations

Should you encounter any advertising content that contravenes our Advertising Services, we kindly request that you promptly report it to us at [email protected]. Upon receipt of such reports, we will diligently investigate the flagged content and take appropriate remedial actions.

 

WeSalute Business remains steadfast in its dedication to delivering a positive and trustworthy advertising experience for our valued End-Users. Our Advertising Policies form the bedrock of our commitment to ensuring the relevance, respectful nature, and strict compliance of advertising content with applicable laws and regulations. By adhering to these policies, Clients actively contribute to the creation of a superior advertising experience for all stakeholders.

WeSalute Business Professional Services

At WeSalute Business, we recognize that our Clients' success and satisfaction are paramount. To further augment our commitment to providing exceptional value and comprehensive solutions, we offer a suite of professional services collectively known as "WeSalute Business Professional Services." These services are specifically tailored to empower our Clients in harnessing the full potential of their presence within the WeSalute ecosystem.

WeSalute Business Success

WeSalute Business Success embodies our commitment to ensuring a seamless and prosperous onboarding experience for our Clients. It serves as an indispensable resource, available for the adoption of new products, services, and features within our ecosystem. This professional services package is thoughtfully designed to accommodate various scenarios, and its applicability may range from optional to required, depending on the specific offerings chosen by our Clients.

 

Service Description. WeSalute Business Success packages ("Success Packages") are a set of professional services offered by WeSalute Business to facilitate the onboarding, adoption, and effective utilization of our products, services, and features within the WeSalute ecosystem. The specific details and components of each Success Package may vary and will be outlined in the Client's contract or order agreement.

 

Availability and Applicability. The availability and applicability of Success Packages may vary based on the specific products, services, and features selected by the Client. Some offerings within the WeSalute ecosystem may require the adoption of a Success Package as a prerequisite for successful onboarding and usage. WeSalute Business will make the best effort to provide Success Packages depending on availability and makes no guarantees on the availability of success packages on specific times and dates. 

 

Service Scope. Success Packages may include a range of services such as product training, consultation, strategic planning, and technical support related to the suite of WeSalute Business products and services. The scope of services included in each Success Package will be defined in the corresponding contract or order agreement between WeSalute Business and the Client. WeSalute Business retains the right to modify Success Packages to best fit the needs of the client and available implementation resources. 

 

Optional and Required Services. Depending on the Client's chosen offerings within the WeSalute ecosystem, Success Packages may be offered as optional or required services. Clients will be informed of the necessity of a Success Package during the contract negotiation process.

 

Client Responsibilities. Clients utilizing Success Packages are responsible for actively participating in the onboarding and enablement process. Clients are expected to collaborate with WeSalute Business in a constructive manner, provide necessary information, and adhere to the recommended guidelines and best practices. Failure to to actively participate in a productive and reasonably timely manner can result in the forfeiture of Success Packages. While Success Packages are designed to facilitate successful onboarding and utilization, specific performance outcomes may vary based on individual Client circumstances and objectives. WeSalute Business does not guarantee specific results or outcomes as a result of utilizing Success Packages.

 

Modification or Termination. WeSalute Business reserves the right to modify or terminate Success Packages or any of their components at its discretion. Clients will be notified in advance of any significant changes to Success Packages where feasible.

 

Confidentiality. Any confidential information shared during the course of Success Package engagement shall be subject to the terms of the confidentiality agreement between WeSalute Business and the Client.

WeSalute Business Creative Services

WeSalute Business Creative Services exemplify our dedication to the art of crafting compelling content and digital experiences that captivate and engage audiences within the WeSalute Marketplace. Our Creative Services encompass a broad spectrum of creative endeavors, including the creation of Marketplace Content, Advertising Content, and the deployment of digital experiences, such as assets for Events.

 

Service Description. WeSalute Business Creative Services ("Creative Services") encompass a range of creative and content creation services offered by WeSalute Business to enhance the presence and engagement of Clients within the WeSalute ecosystem. Creative Services may include, but are not limited to, the creation of Marketplace Content, Advertising Content, and the deployment of digital experiences such as Events.

 

Ownership and Licensing. All creative assets produced by WeSalute Business Creative Services, including but not limited to text, graphics, images, videos, and digital experiences, remain the sole property of WeSalute Business. WeSalute Business grants Clients a limited, non-exclusive license to use these creative assets for the duration of their contractual relationship. WeSalute Business shall entertain requests for the release of individual assets under the client’s Statement of Work (“SoW”) and only release ownership and license of creative assets as stated by a Creative Services’ SoW. 

 

Service Scope. The specific scope of Creative Services, including the type of content to be created, will be outlined in the corresponding contract or Statement of Work (“SoW”) between WeSalute Business and the Client.

 

Change in Scope and Additional Fees. If, during the course of the Creative Services engagement, the Client requests changes or additions to the originally defined scope of work, WeSalute Business may assess additional fees for such modifications. Any change in scope will be subject to evaluation by WeSalute Business, and the associated fees will be determined based on the extent and complexity of the requested changes. WeSalute Business will provide the Client with a detailed change order outlining the scope adjustments, associated fees, and any potential impact on project timelines or deliverables. The Client must review and approve the change order in writing before any scope changes are implemented. Failure to approve a change order may result in the original scope of work being maintained, and the additional requested changes may not be incorporated into the project. Clients are encouraged to communicate their scope change requests in a timely manner to avoid potential project delays and additional fees.

 

Client Responsibilities. Clients utilizing WeSalute Business Creative Services are responsible for actively participating in the deliverable discovery, review, and approval process. Clients are expected to collaborate with WeSalute Business in a constructive manner, provide necessary requirements, information, and adhere to the recommended guidelines and best practices. Including but not limited to adherence to the WeSalute Design System found at www.wesalute.design. Failure to to actively participate in a productive and reasonably timely manner can result in the forfeiture of WeSalute Business Creative Services. WeSalute Business Creative Services does not guarantee specific results or outcomes as a result of utilizing our creative productive process or assets.

 

Content Approval and Revisions. Clients are entitled to review and request reasonable revisions to content created by Creative Services to ensure it aligns with their objectives and expectations. Clients must communicate revision requests in a timely manner, and WeSalute Business will make reasonable efforts to address these requests.

 

Use of Artificial Intelligence (“AI”) in Creative Services. WeSalute Business may utilize Artificial Intelligence (AI) technologies and algorithms as part of the Creative Services process to enhance content creation, analysis, and optimization. AI may be employed for various purposes, including but not limited to content generation, data analysis, audience insights, and creative recommendations. Clients acknowledge that AI-generated content and recommendations are generated based on algorithms and data analysis and may not involve direct human input or oversight in every instance. While AI technologies can expedite and enhance creative processes, Clients understand that the final creative output remains subject to human review and approval to ensure alignment with their specific objectives and expectations. WeSalute Business will make reasonable efforts to transparently communicate the use of AI in the Creative Services process and address any inquiries or concerns regarding its implementation. The use of AI is intended to augment and improve the efficiency and effectiveness of Creative Services, and Clients are encouraged to embrace the benefits of these technologies in their content creation endeavors. All AI technologies utilized in Creative Services are developed and contained solely within the WeSalute company domain, ensuring control, security, and confidentiality. Clients engaging in Creative Services with WeSalute Business acknowledge and agree that WeSalute Business Creative Services relies on proprietary AI technologies developed and contained within the WeSalute company domain, and it does not utilize publicly available AI services or cross-trained models sourced externally. This approach is designed to safeguard control, security, and confidentiality while enhancing the creative process.

 

Modification or Termination. WeSalute Business reserves the right to modify or terminate deliverables associated with WeSalute Business Creative Services or any of their components at its discretion. Clients will be notified in advance of any significant changes to creative asset production where feasible.

 

Confidentiality. Any confidential information shared during the course of WeSalute Business Creative Services engagement shall be subject to the terms of the confidentiality agreement between WeSalute Business and the Client.

 

WeSalute Business Events 

 

WeSalute Business Events stand as a testament to our commitment to facilitating meaningful interactions and engagement within the service communites. These professional services are dedicated to the creation and execution of both in-person and digital events, which are tailored to align with our Clients' specific objectives and enhance their presence within the WeSalute ecosystem. Whether routine or one-time, WeSalute Business Events are designed to meet specific goals and foster impactful connections with End-Users.

 

Event Types and Scope. WeSalute Business offers professional event services, including online and in-person events, which may be one-time or recurring, subject to the details outlined in the Client’s Statement of Work ("SoW") for each event. Clients and WeSalute Business will define the scope, objectives, and specifications of each event in the corresponding SoW.

 

Taxation and Licensing. Clients acknowledge and agree that they are responsible for any sales tax obligations that may occur arising from event ticket sales or merchandise transactions. Clients shall obtain any necessary business licenses or permits required for the specific event and shall ensure compliance with all applicable tax laws and regulations. WeSalute Business will make the best effort to assist in the acquisition of required licenses depending on reasonable scope and location conditions. 

 

VIPs and Speakers. If the event involves VIPs or guest speakers, separate contracts may be required for their participation, outlining specific terms, compensation, and obligations in addition to the agreements formed with WeSalute Business. Clients understand that VIPs and speakers may have individual requirements and WeSalute Business will work to facilitate those requirements within the bounds of the Statement of Work (“SoW”). 

 

Age Restrictions and Child Protection. In-person events may have age restrictions, typically over the age of 16, unless otherwise specified in the SoW. If alcohol is served at an event, attendees must be over the age of 21, and Clients shall ensure compliance with all alcohol-related laws and regulations. Events involving minors will adhere to a child protection policy to ensure a safe and secure environment.

 

Subcontracting Event Services. In-person event services, including but not limited to event planning, security, and catering, may be subcontracted to professionals with expertise in the respective areas. WeSalute Business will oversee and coordinate subcontracted services to ensure a seamless event experience.

 

Event Cancellation Policy. Event cancellation policies, including refund and rescheduling procedures, will be detailed in the Statement of Work (“SoW”). Clients are responsible for adhering to the cancellation policy and providing adequate notice for any changes or cancellations.

 

Content Moderation and Guarantees. WeSalute Business retains the right to control and moderate content for digital events. WeSalute Business does not guarantee specific outcomes or results for events, and success may vary based on various factors beyond our control.

 

Permits and Regulatory Compliance. WeSalute Business will coordinate with relevant authorities, including but not limited to Fire, Health Department, and Law Enforcement, to obtain all necessary permits for in-person events. Clients will bear the expenses associated with obtaining permits, including but not limited to Building Permits, Temporary Use Permits, Food Permits, Alcohol Permits, Amplified Sound Permits, Electrical Permits, Parking Use Permits, and Entertainments Permits. Clients shall adhere to all environmental, accessibility, alcohol and food service, ticketing, and privacy laws.

 

Releases and Event Promotion. WeSalute Business may require attendees to agree to release forms for the creation of content and media used for future advertising purposes. WeSalute Business is granted the exclusive right to be the sole promoter of the event unless specified otherwise by the Statement of Work (“SoW”). 

 

Change Orders and Multiple Client Agreements. Any changes to the Statement of Work (“SoW”) beyond the initial agreement will result in a change order, which may incur additional expenses for the Client. In situations involving multiple Clients for an event, WeSalute Business will act as the sole intermediary and negotiator for event contracts and Statement of Works (“SoWs”). 

 

Insurance, Safety, Waivers, and Releases. Clients must provide evidence of commercial general liability insurance coverage for in-person events. Safety measures, waivers, and releases may be required for specific event activities, and Clients shall adhere to these requirements

 

Non-Profit Events. When WeSalute Business is hired to conduct a non-profit event, Clients shall provide proof of exempt status, and additional Statement of Work (“SoW”) amendment provisions may be included for the handling of dues and taxes

 

Use of Volunteers. If volunteers are utilized for event support, Clients shall ensure that volunteers comply with all applicable laws and regulations, including labor laws and volunteer liability protections.

 

Acts of God Provision. In the event that circumstances beyond the reasonable control of either party, including but not limited to natural disasters, acts of terrorism, civil unrest, pandemics, epidemics, governmental actions, or any other force majeure event (collectively referred to as "Acts of God"), make it impossible or impractical to hold the event as originally planned, both parties agree to cooperate in good faith to reschedule the event or modify its format to the extent feasible. In cases where rescheduling or modification is not possible, the parties may explore alternative means of fulfilling the event's objectives. Neither party shall be held liable for any damages, losses, or expenses incurred as a result of Acts of God preventing the event's execution. Any expenses already incurred by either Party in preparation for the event will be reviewed and addressed in good faith to determine an equitable resolution. This Acts of God provision acknowledges that unforeseen circumstances may arise that are beyond the control of both WeSalute Business and the Client. In such situations, the Parties commit to working together to find reasonable alternatives and solutions, with the understanding that neither Party can be held responsible for circumstances arising from Acts of God that impact the event's execution.

 

Clients engaging in WeSalute Business Events agree to abide by these terms and conditions, as well as any specific provisions outlined in the SoW for their respective events. The successful execution of events relies on a collaborative effort between WeSalute Business and the Client, ensuring a safe, enjoyable, and compliant experience for all participants.

WeSalute ID

WeSalute ID, a cutting-edge identity and group verification service offered exclusively through WeSalute Business. WeSalute ID serves as a robust solution to ensure the integrity of client services and offers, safeguarding against dilution and abuse while prioritizing the principles of privacy and consent.

Service Description. WeSalute ID offers versatile verification capabilities that can be seamlessly integrated into Client's applications as an OAuth2 Identity Provider, accessed through the WeSalute Marketplace, or utilized via API integration. These options empower Clients to align WeSalute ID with their specific operational needs. When integrated into Client's applications, WeSalute ID acts as a gateway to optimized commerce experiences for group affiliations. Clients maintain the ability to tailor the WeSalute ID experience to meet their distinct requirements, ensuring a swift and seamless journey for End-Users to discover and redeem offers. WeSalute ID predominantly offers real-time verification of End-Users, optimizing verification efficiency and security. WeSalute ID respects end-user privacy by allowing access to end-user data and verification results only with the explicit consent of the end-user. This commitment to privacy aligns with WeSalute's core values of putting privacy first. End-users retain the right to revoke their consent for personal data access at any time.

 

Embeddable Software. WeSalute ID provides software clients (“snippets”) or (“widgets”) and API endpoints to achieve an embeddable software experience. These software clients, such often in the form of Javascript with web applications, are the property of WeSalute and Clients shall not copy, modify, de-compile, reverse engineer, or attempt to unbundle the embedded WeSalute ID software. Clients are granted a limited license to use the embedded WeSalute ID software solely in conjunction with our Products and Services and contractual agreement.
 

Use of OAuth2 Identity Provider APIs. Clients utilizing the WeSalute OAuth2 API endpoints are required to adhere to all industry-defined standards, patterns, and protocols for using OAuth2 APIs. This encompasses, but is not limited to, the OAuth 2.0 Authorization Framework and OpenID Connect (“OIDC”). These frameworks enable End-Users of WeSalute ID to grant the Client’s application permission to access the End-User’s safeguarded, minimally necessary personal identifiable information and group affiliations. This access is solely intended to facilitate the provision of value to the End-User and the fulfillment of the Client’s Offer to the said End-User. Client’s share adhere to communication protocols over OAuth2 API integrations, including but not limited to, consent management and scopes.
 

Data Protection and Privacy. WeSalute ID's usage of Personal Identifiable Information (“PII”) is done in accordance with applicable data protection laws and regulations. WeSalute Business is committed to safeguarding the privacy of End-Users. Clients acknowledge that the handling of PII is subject to WeSalute's Privacy Policy for End-Users is responsible for obtaining and maintaining any necessary consents for the collection and processing of PII. WeSalute ID only delivers the minimum amount of Personal Identifiable Information (“PII”) to Clients that is necessary to perform commerce and deliver offers. Any use of PII outside this scope is strictly prohibited. Data scopes for PII access require approval from WeSalute Business and are detailed in the contract with the Client.

 

Verification Process. While WeSalute ID strives to provide a fast and frictionless verification experience, the nature of identity and group verification may require additional steps from a subset of End-Users. Clients acknowledge that these End-Users may be prompted for additional information during the verification process as needed for accurate verification.

 

Software Updates. WeSalute reserves the right to provide periodic software updates for WeSalute ID. Clients are responsible for promptly implementing these updates to ensure the continued functionality, security, and compatibility of WeSalute ID with their systems and applications. Failure to implement updates may result in revocation of production access. 

 

Usage Restrictions. Clients agree to adhere to any specified usage restrictions or guidelines outlined in their respective contractual agreements with WeSalute Business. Such restrictions may include limitations on the number of end-users or transactions within a defined timeframe and/or specific Service Level Agreements (“SLAs”) provisions. 

Termination and Suspension. WeSalute Business retains the right to terminate or suspend a Client's access to WeSalute ID in the event of non-compliance with the terms of the agreement, unpaid fees, or any violation of applicable laws. Notice of such action will be provided to the Client.

 

Export Control. Clients may not export the embedded WeSalute ID software in contravention of applicable export control laws.

 

Clients engaging with WeSalute ID acknowledge and agree to adhere to these terms and conditions. WeSalute ID's role as an identity and group verification solution is essential for maintaining the integrity of client services while upholding the principles of privacy and consent. Clients are encouraged to review and fully comply with these terms as they integrate and utilize WeSalute ID within their operations.

WeSalute APIs License

If a client is purchasing and/or utilizing API(s) and/or Integration services from WeSalute Business, WeSalute grants the client a limited, non-exclusive, revocable, non-sublicensable, non-transferable license, to access each API set forth in the Statement of Work (“SoW”). The API(s) are provided in the form of a web service that enables a "connection" into WeSalute application(s) and servers. WeSalute will provide clients with the information necessary to enable client’s secure use of the API(s). Client may not use or install the API(s) for any other purpose without WeSalute’s written consent, and may not copy, rent, adapt, disassemble, lease, assign, sublicense, reverse engineer, modify or decompile, the API(s) or any part thereof. WeSalute reserves the right to limit the number and/or frequency of API requests or take other actions necessary to protect the integrity of WeSalute services.

WeSalute+ Commercial Sales 

WeSalute+ Commercial Sales is a comprehensive wholesale service provided by WeSalute Business, offering clients the opportunity to distribute WeSalute+, a premium closed user group ("CUG") subscription service, to specifically targeted audiences as determined by the WeSalute Business Client. This service empowers clients to orchestrate and manage the end-user experience following the establishment of a WeSalute+ Commercial Sales Program. These programs can be meticulously tailored to meet the unique requirements of the client, encompassing the identification of eligible consumers, employees, or selected target audiences as designated by the client. Eligibility criteria are meticulously defined to encompass groups within the WeSalute community and the capacity for verification through WeSalute ID.

 

By engaging with WeSalute+ Commercial Sales, clients gain the ability to curate and deliver WeSalute+ offerings to precisely identified end-users, ensuring that the subscription service is extended to those who meet the specified criteria. This tailored approach grants clients the flexibility to create bespoke CUG programs that align with their organizational goals and objectives. WeSalute Business acts as the facilitator of this service, supporting clients in every aspect of program setup, implementation, and management, thereby enabling them to provide a distinct and value-driven end-user experience.

 

The utilization of WeSalute+ Commercial Sales empowers clients to leverage the benefits of WeSalute+ while maintaining precise control over the audience and parameters of their program. This offering embodies WeSalute's commitment to delivering customized solutions that resonate with the unique needs and objectives of each client, fostering a robust and engaging experience for end-users.

 

Program Design and Customization. WeSalute Business shall collaborate with Client to design and customize the WeSalute+ Commercial Sales Program according to Client's specific requirements, objectives, and target audience criteria. Client shall communicate its program customization preferences and criteria to WeSalute Business, detailing the intended design, audience selection, and any additional program features or specifications. WeSalute Business shall use commercially reasonable efforts to implement the program customization based on Client's requirements, while ensuring alignment with the capabilities and features of the WeSalute+ Commercial Sales offering. ​​Any deviations from the original program design, available in the WeSalute Business Manager, and customization requirements may require mutual agreement and shall be documented in writing as amendments to the agreement between WeSalute Business and Client.

Eligibility Criteria. Client agrees to define and provide specific eligibility criteria for end-users participating in the WeSalute+ Commercial Sales Program. Eligibility criteria may include, but are not limited to, membership in designated groups within the WeSalute community and verification through WeSalute ID. Client shall communicate these criteria to WeSalute Business for program implementation.

 

Program Setup and Implementation. WeSalute Business and Client will collaborate to design and customize the WeSalute+ Commercial Sales Program to align with the client's defined specifications, including target audience criteria and program objectives. WeSalute Business will be responsible for facilitating the technical setup and implementation of the WeSalute+ Commercial Sales Program, which may include the integration of necessary software components and systems as agreed upon by both parties.

 

End-User Experience Management. WeSalute shall have the authority and responsibility to manage the end-user experience within the WeSalute+ Commercial Sales Program. This includes the distribution of WeSalute+ benefits, offers, and services to eligible participants based on the established eligibility criteria. Client shall ensure that the end-user experience complies with the terms and conditions of the WeSalute+ Commercial Sales Program and aligns with the client's program objectives and guidelines.

 

Data Privacy and Consent. Both WeSalute Business and Client acknowledge and agree to comply with all applicable data protection laws and regulations during the WeSalute+ Commercial Sales Program. Any collection, processing, or handling of personal data shall be conducted in accordance with these laws. The WeSalute+ Commercial Sales Program is designed by default to not require customer consent and relies on the submission of First-Party Data. If the Client wishes to perform account creation and program distribution by providing user data to WeSalute Business, as defined by the Client’s contract and Statement of Work (“SoW”), then the Client shall implement mechanisms to obtain necessary consents from end-users, if the Program design warrants, for the processing of their personal data within the WeSalute+ Commercial Sales Program. The client’s consent progress for the client’s WeSalute+ Commercial Sales Program shall be reviewed for WeSalute Business’s approval prior to the delivery of the client’s Program to adhere to all applicable data protection laws and regulations.

End-User Account Usage. Upon an end-user redeeming the WeSalute+ Commercial Sales Program and subscribing to WeSalute+, the resulting WeSalute+ account becomes the responsibility of the end-user. Client acknowledges that the end-user account, including account details, preferences, and subscription status, is managed and used solely by the end-user. Client shall not have access to or control over the end-user's WeSalute account, except as expressly authorized and consented by the end-user. Any actions or modifications within the WeSalute account shall be at the discretion and authorization of the end-user.

 

End-User Subscription Continuation and Modification. Upon the conclusion of the initial subscription term sponsored by the client within the WeSalute+ Commercial Sales Program, end-users shall have the option to continue their WeSalute+ subscription. This continuation is subject to the terms and conditions of the WeSalute+ offering. End-users are entitled to modify their WeSalute+ subscription as per their preferences, including selecting different subscription tiers, features, or benefits. WeSalute+ subscription modifications shall be initiated by the end-user through their WeSalute+ account management. WeSalute+ subscription continuation and modification are designed to provide flexibility and uninterrupted access to premium WeSalute+ benefits, with end-users retaining control over their subscription choices. Clients shall not interrupt or impede the end-user's subscription continuation unless the end-user chooses to downgrade or cancel their subscription to WeSalute+.

 

Term and Termination. The duration of the WeSalute+ Commercial Sales Program shall be specified in the agreement between WeSalute Business and Client. Termination conditions, including notice periods, shall also be outlined in the agreement. In the event of program termination, WeSalute Business and Client shall cooperate to facilitate the transfer or deletion of any data collected or processed during the program, as specified in the agreement.

WeSalute Business Support 

WeSalute Business Support prioritizes collaborating closely with our Clients to ensure that our customers enjoy a remarkable experience. We are committed to exerting all necessary efforts to streamline processes and assist our Clients in achieving their objective of positively impacting the service community. By forming a partnership and working together to resolve issues, we can collectively create a meaningful difference.

 

Scope of Support. Support provided by WeSalute Business is limited to products and services purchased during the quote process and covered under an active contract between WeSalute Business and the Client. Support covers assistance and issue resolution related to the designated products and services.

Response Time. WeSalute Business Support is committed to using all reasonable professional efforts to respond to support issues within one (1) business day. Please note that support is not available on United States Holidays. WeSalute Business Support will notify clients that support is not available during these times.

Documentation Review. Clients are encouraged to review all available documentation and resources related to the products and services before contacting WeSalute Business Support. In cases where the information is available in documentation, Clients may be directed back to these resources as a method to resolve support issues efficiently.

 

Client Consent. WeSalute Business Support will not perform actions on behalf of Clients without the explicit written consent of the Client. Consent may be obtained through email or designated support channels, ensuring that Clients have full control over the actions taken on their behalf.

 

Support Channels. Support is primarily offered to Clients with Enterprise agreements via Slack for efficient and direct communication. Additionally, support is available through email, webforms, and chat, enabling Clients to choose the most convenient method for seeking assistance.

 

Client Priority. WeSalute Business Support prioritizes the needs of its Clients with Enterprise agreements to ensure that their support requests are promptly addressed and resolved.

 

Clients engaging with WeSalute Business Support are subject to these Terms and any additional agreements governing the use of specific products or services. These Terms are incorporated into and form part of the contractual relationship between WeSalute Business and the Client. WeSalute Business reserves the right to modify these Support Terms at its discretion. Clients will be notified of any changes, and the revised Terms will become effective as of the specified date. Client’s can learn more about WeSalute Business Support and contact support at business.wesalute.com/support 

WeSalute Business Payment of Fees, Delivery, Invoices and Taxes

The payment of fees, invoicing procedures, and taxation responsibilities between WeSalute Business ("WeSalute Business") and its clients ("Clients"). By engaging in business with WeSalute Business, Clients agree to comply with these Terms and acknowledge the following provisions associated with payment methods, fees, invoices, refunds, taxes. 

 

Fees

 

Fees for the Services shall be set forth and invoiced here (“Fees”). Clients may choose to be billed through an invoice, in which case, full payment for invoices issued in any given month must be received by WeSalute Business fifteen (15) days after delivery of the invoice. Unless otherwise specified, all invoices will be paid in U.S dollars and are due within fifteen (15) days (“Net 15”) of the date of the invoice. Payments will be made without the right of set-off. Any amount not paid when due may be subject to interest charges at the rate of one-and-one-half percent (1.5%) per month or, the maximum rate permitted by law, whichever is less, determined and compounded on a daily basis from the date due until the date paid. Clients shall reimburse us for all legal fees and collection costs and expenses incurred in connection with the enforcement of this Agreement, including a collection of the Fees.

 

If Client’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Client shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to WeSalute Business Support department, at [email protected]. 

 

Payments

 

Payment Methods. Clients have the flexibility to make payments for a range of products and services provided by WeSalute Business, which may include subscriptions, one-time fees, and usage-based (consumption) payments. Payment methods accepted encompass credit cards and Automated Clearing House (“ACH”) payments. Credit card payments are processed securely by Stripe, our trusted third-party payment processor and gateway, with Clients acknowledging their consent to Stripe's terms and conditions when opting for credit card and ACH payments. Clients must provide accurate bank account information to Stripe for ACH transactions. 

 

Alternative Payment Methods. In instances where Clients aspire to employ an alternative payment method (i.e. check or wire transfer) or opt for an expense or vendor management platform (SAP Ariba, Coupa, Candex, Ramp, Bill.com, etc.) and not utilize the standard payment options provided by Stripe, they must furnish comprehensive instructions to their designated WeSalute Business Customer Success Manager. It is important to note that the utilization of custom payment methods or vendor management platforms may entail the incurrence of additional platform fees, equal to the fees charged by the Client’s spend/vendor management platform of choice to WeSalute Business, to be appended to the Client’s invoice. These potential fees, if applicable, are strictly passed through to the Client to cover the costs associated with the onboarding, integration, and operationalization of their preferred payment method and represent a one-to-one pass through of costs to accommodate the client’s preferred payment methods through a third party platform. 

 

Billing and Invoicing. WeSalute Business will issue invoices to Clients for the fees associated with the products and services provided. Invoices will detail the amount due, payment due date, products purchased, terms, and any applicable taxes. Clients are responsible for ensuring that payments are made by the specified due date as indicated on the invoice. Clients with recurring subscriptions may choose to enable automatic recurring payments for convenience or pay the invoice as delivered by the subscription terms. 

 

Payment Disputes. In the event of a payment dispute, Clients are encouraged to promptly contact WeSalute Business Support and/or their WeSalute Business Success Manager to resolve the issue. 

 

Refunds. WeSalute Business values the satisfaction of our clients and is committed to providing a high-quality service. We understand that there may be circumstances where clients seek refunds for their purchases. This Refund Policy outlines the conditions and procedures for refund requests. Clients are eligible for a refund within thirty (30) days of the initial purchase if they are dissatisfied with our service or encounter technical issues that cannot be resolved to their satisfaction. To request a refund, clients must contact our support team at [email protected] or through business.wesalute.com/support. Please include your name, contact information, account information, purchase details, and the reason for your refund request. Refunds will be processed within 5-10 business days from the receipt of a valid refund request, depending on the bank. Refunds will be issued to the original payment method used by the client during the purchase.

 

Non-Refundable Fees. WeSalute Business is unable to refund for any fees as stated in this Agreement associated with the delivery of goods and services already rendered and completed, including but not limited to Onboarding and Training Fees, Consultation Fees, Software Customization and/or Integration Fees, Migration Fees, completed Advertising Campaign Fees, Administrative Fees, or Late Payment Fees. Prepayment of services or funds held in escrow are not included in non-refundable fees. 

 

Chargeback Process. Clients who believe they have a legitimate payment-related dispute may initiate a chargeback through their bank or credit card issuer. This process is governed by the policies of the respective financial institution. We encourage clients to first contact our support team at [email protected] or through business.wesalute.com/support if they recognize an unrecognized charge from WeSalute Business to discuss and resolve any payment-related issues. We are committed to working with our clients in good faith to reach a satisfactory resolution. Chargebacks should not be used as a means to obtain refunds when they are not eligible based on our refund policy. Chargebacks should be reserved for unauthorized or fraudulent transactions. Clients should be aware that initiating a chargeback may result in the suspension or termination of services. We reserve the right to take appropriate action to protect our business and uphold our policies. Clients should promptly report any unauthorized or fraudulent transactions to our support team for investigation and resolution. We commit to collaborating with our payment processor, Stripe, during the chargeback resolution process to provide necessary evidence and documentation

 

Sales/Use Taxes

WeSalute Business may be required to collect sales or use tax for certain products and services purchased. A purchase is not exempt merely because it is made over the Internet or by other remote means. Whether sales or use tax will be collected on a given purchase and the amount of the tax charged depends on a number of factors. You may be responsible for any taxes not collected by us. Certain states require purchasers to file a sales/use tax return annually reporting taxable purchases that were not taxed and to pay such tax. For details, see the website of the applicable taxing authority.  The amount of any sales, excise or other taxes, if any, applicable to the products shall be added to the invoice purchase price and shall be paid by you unless you provide us with an exemption certificate acceptable to the taxing authorities.

Term and Termination

Term

Subject to the termination provisions hereof, this Agreement (“ToS”), respective Statement of Work (“SoW”), and Master Service Agreement (“MSA”) shall be effective as of the Effective Date for a period of two (2) years (the “Initial Term”). Thereafter, this agreements will automatically renew for additional one-year periods (each, a “Renewal Term,” and collectively with the Initial Term, the “Term”) unless either Party gives at least thirty (30) days prior written notice before the end of the Initial Term or the then-current Renewal Term of its intent not to renew this Agreement.

Termination for Cause

In the event a Party breaches any material obligation set forth herein, the non-breaching Party may terminate this Agreement effective thirty (30) days after it provides written notice of such breach to the breaching Party, if such breach has not been cured within such thirty (30) day timeframe.

Acts of Insolvency, Bankruptcy, etc.

Either Party may immediately terminate this Agreement (“ToS”), Statement of Work (“SoW”), and/or Master Service Agreement (“MSA”), by written notice to the other Party if the other Party undergoes an Insolvency Event. If any Insolvency Event occurs, the affected Party shall promptly notify the other Party of its occurrence. “Insolvency Event” means that a party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.

Rights and Obligations of Parties upon Termination or Expiration

All licenses granted herein under “Term and Termination” of this Agreement shall terminate automatically upon termination of this Agreement. Notwithstanding the foregoing, upon expiration or termination of this Agreement, neither party is required to remove social posts and/or internet content that were published during the Term of the Agreement. Additionally, upon the termination or expiration of this Agreement each Party shall, upon request: (i) within thirty (30) calendar days, return or destroy all of the other Party’s Confidential Information (as defined below) to the other Party and shall certify, in a writing signed by an officer of the Party returning or destroying the other Party’s Confidential Information, delivery or destruction of all such Confidential Information; and (ii) deliver promptly to the other Party the following: all tangible property owned by the other Party, or the other Party’s affiliates, such as books, manuals, and promotional and marketing materials, all supplies provided by one Party to the other Party, including any equipment or devices; all other written or printed materials which are the property of the other Party (and any copies of such materials); and any and all other materials which may contain Confidential Information (as hereinafter defined) which the other Party may then have in its possession, whether prepared by the other Party or not. Notwithstanding the foregoing, the receiving Party may retain electronic copies of Confidential Information stored on electronic back-up and archival systems if automatically produced in the ordinary course of business. Any such backup copies of Confidential Information so retained shall be held subject to the confidentiality and use limitations of this Agreement and shall not be accessed by any person except information technology systems administrators nor used for any purpose except necessary data storage systems maintenance.

Survival Termination

Expiration or cancellation of this Agreement for any reason shall not release either Party from any obligation or terminate any right under this Agreement which, by its nature, is intended to survive, including, without limitation, the parties’ indemnification and confidentiality obligations and the limitations of liability contained herein.

Intellectual Property

WeSalute License to Client

WeSalute grants to client a non-exclusive, non-transferable, royalty free, revocable license to use WeSalute names, titles, logos, trademarks, trade names, and service marks, copyrights, intellectual property and any other materials created or used by WeSalute and provided to client by WeSalute Business (collectively, the “Licensed Materials”) solely for Partner’s use in promoting the Marketplace, purchased services, and products. Except as permitted under this Agreement, clients shall not alter, modify, or change the Licensed Materials in any way without WeSalute Business’s prior written approval. Clients shall not make any use of any Licensed Materials for purposes other than those expressly permitted or contemplated under this Section. Clients has adhered to WeSalute’s Brand Design Systems in the specification outlined at www.wesalute.design. WeSalute reserves the right at any time and it’s sole discretion to enforce intellectual property and improper use of the WeSalute Design Systems. If WeSalute determines improper use of it’s Design Systems and/or Intellectual property is occurring, the client has thirty (30) days to adhere to the WeSalute Design System and Intellectual Property by making modifications as WeSalute Business’s sole direction.

Applicable Statements of Work (“SoW”) 

Client shall not present the Licensed Materials in combination with any other third party name or mark, in connection with Client’s own goods or services, or in any manner that may suggest or imply that Client or Client’s goods or services are supplied by, sponsored by, endorsed by or affiliated with WeSalute, WeSalute Business, WeSalute ID, and/or WeSalute+ without first obtaining WeSalute’s prior written approval in each instance, except as otherwise permitted under written agreement. Client shall not use the Licensed Materials in conjunction with, or to promote any activity that is, in WeSalute’s sole discretion, detrimental to the WeSalute brand(s), including, without limitation, in any manner that is disparaging or that otherwise portrays WeSalute in a negative light. Client’s use of WeSalute Licensed Materials does not give client any rights in those materials other than as described in this Agreement. Client agrees that, upon termination or expiration of the Agreement, Client shall promptly cease using the Licensed Materials, provided however any posts on social media shall not be required to be removed. For clarity, Client shall obtain WeSalute’s consent to use any of WeSalute’s intellectual property prior to using such intellectual property in any way other than as contemplated by this Agreement. The Parties agree that any “written” consent and/or approval required from WeSalute Business pursuant to the provisions of this may be obtained via email communication that makes such consent and/or approval reasonably clear.  

Client License to WeSalute

WeSalute shall, pursuant to this Agreement and as further outlined in the applicable Statement of Work (“SoW”) and Master Service Agreement (“MSA”), advertise or promote the client’s websites, mobile applications, and/or client’s goods or services. Client grants to WeSalute a non-exclusive, non-transferable, royalty free, fair-use, revocable license to use Client’s names, titles, logos, trademarks, trade names, and service marks, copyrights, images and likenesses, and any other materials created or used by Client and provided to WeSalute Business by Client solely for providing the Services described herein and in the applicable Statement of Work (collectively, the “Client Materials”). WeSalute shall use the Client Materials only in the manner authorized in writing by Client. WeSalute shall not present the Client Materials in combination with any other name or mark, in connection with Client’s own goods or services, or in any manner that may suggest or imply that Client or Client goods or services are supplied by, sponsored by, endorsed by or affiliated with Client without first obtaining Client’s prior written approval in each instance, except as otherwise permitted under this Agreement. Client reserves all rights in the Client Materials and any other proprietary rights not expressly granted in this Section. WeSalute’s use of the Client Materials does not give WeSalute any rights in those materials other than as described in this Agreement. WeSalute agrees that, upon termination or expiration of the Agreement, it will promptly cease using the Client Materials, provided however any posts on social media shall not be required to be removed. For clarity, WeSalute shall obtain the Client’s written consent to use any of the Client’s intellectual property prior to using such intellectual property. The Parties agree that any “written” consent and/or approval required from Client’s pursuant to the provisions of this Section may be obtained via email communication that makes such consent and/or approval reasonably clear. This license is additive to standard use in situations where WeSalute use of a logo is specifically meant to educate, inform, or express opinion, or in descriptive, comparative, collateral, or nominative use. 

 

Representations and Warranties

Client Representations and Warranties

 

Client represents and warrants throughout the Term that: (a) Client has the right, power and authority to enter into this Agreement and its Representative executed this Agreement has been duly authorized; (b) Client is the owner (or is otherwise the authorized licensee) of the copyright, trademark or other intellectual property rights in the Client Marks and the Client Materials, and has the right to grant the licenses in the Partner Marks and the Materials and to otherwise authorize WeSalute to use, publish, display, perform and distribute the Client Marks and Materials as contemplated by this Agreement without additional fee or payment whatsoever to any third party; (c) Client’s products and services and any advertising or promotion of Client’s products and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable laws; and (d) none of the Client Marks or Client Materials: (i) are unlawful, libelous, defamatory, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, deceptive or misleading; (ii) convey expressions of bigotry, prejudice, racism, hatred or profanity; or (iii) infringe any copyright, trademark or other intellectual or proprietary right of any party, or otherwise include content that Client does not have the lawful right to distribute and reproduce.

WeSalute Representations and Warranties

WeSalute represents, warrants and covenants that throughout the Term that: (a) it has the right, power and authority to enter into this Agreement and its Representative executed this Agreement has been duly authorized; (b) it will perform the Services in a competent and professional manner, in accordance with applicable law, and with all reasonable skill, care and diligence in accordance with industry standards; and (c) the Services will not infringe any copyright, trademark or other intellectual or proprietary right of any party.

 

Warranty Disclaimer

EXCEPT AS SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND VETERANS ADVANTAGE MAKES NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES OR ANY DELIVERABLES FURNISHED OR PROVIDED TO PARTNER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VETERANS ADVANTAGE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE DELIVERABLES AND SERVICES PROVIDED BY VETERANS ADVANTAGE PBC DBA WESALUTE HEREUNDER, AND WITH RESPECT TO ANY USE OF THE FOREGOING.

 

Confidentiality

For purposes of this Agreement, “Confidential Information” shall mean all non-public confidential and proprietary information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with the Services relating to the businesses of such Party, including, but not limited to, plans, programs, methods, systems, processes, technology, devices, designs, inventions, research or development projects, plans for future project development, financial information, sales practices, business plans, marketing and pricing plans and strategies, customers, members, subscribers, suppliers, and persons.

Miscellaneous

 

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Client except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

 

Contacting Us: 

Mailing Address

Veterans Advantage PBC dba WeSalute
21750 Hardy Oak Blvd Ste 104
PMB 53938
San Antonio, Texas 78258-4946 

United States

Business Address & Nexus

3723 West Michael Drive, Unit 35

P. O. Box 849

Teton Village, Wyoming 83025

United States

Support:

WeSalute Business Support can be contacted via: 

• Email: [email protected]
• Phone: 1-877-824-2563
• Web: business.wesalute.com/support
• Trust: trust.wesalute.com
• Billing Notifications: *@billing.wesalute.com 

For Legal Notices

Legal notices may be directed to [email protected]

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