Merchant Terms of Service

These Merchant Terms of Service (“Merchant Terms”) are entered into between Brand Battles Inc. (“Brand Battles,” “we,” “us,” or “our”) and the business, organization, or other legal entity accepting these Merchant Terms (“Merchant,” “you,” or “your”).

These Merchant Terms govern Merchant’s access to and use of Brand Battles’ merchant-facing services, including the Merchant Account, Brand Dashboard, Campaign management tools, promotional programs, Reward and Coupon functionality, and related services made available by Brand Battles (collectively, the “Merchant Services”).

By creating a Merchant Account, accessing the Brand Dashboard, submitting a Campaign, or otherwise using the Merchant Services, Merchant agrees to be bound by these Merchant Terms.

If Merchant does not agree to these Merchant Terms, Merchant may not create or use a Merchant Account or access the Merchant Services.

1. Definitions

For purposes of these Merchant Terms, the following terms have the meanings set forth below:

• “Brand Battles Platform” means the websites, applications, games, systems, software, interfaces, dashboards, and related services operated or made available by Brand Battles.
• “Merchant Account” means the account established by a Merchant to access and use the Merchant Services.
• “Brand Dashboard” means the merchant-facing interface through which a Merchant may manage its account, Campaigns, Promotional Materials, Rewards, Coupons, and other available Merchant Services.
• “Merchant” means the business entity, organization, or commercial entity that creates or maintains a Merchant Account and uses the Merchant Services.
• “Brand” means a Merchant’s business, brand, product line, or commercial identity promoted through the Brand Battles Platform.
• “Campaign” means a promotional campaign, offer, program, or other merchant-sponsored activity made available through the Brand Battles Platform.
• “Brand Drop” means a limited promotional Campaign or reward event made available through the Brand Battles Platform in accordance with the applicable Campaign terms and Official Rules.
• “Brand Seed” means a sample, product, Reward, or other qualifying item made available through the Brand Battles Platform as part of the Brand Seeding program.
• “Reward” means a prize, product, benefit, promotional item, Coupon, or other reward made available to an eligible User through the Brand Battles Platform.
• “Coupon” means a promotional code, discount, offer, or similar benefit made available through the Brand Battles Platform.
• “Prize Provider” means the party responsible for providing a particular prize or Reward to an eligible User.
• “Fulfillment Partner” means the Merchant or third party responsible for fulfilling and delivering a prize, Reward, product, or other applicable benefit to an eligible User.
• “User” or “Player” means an individual who accesses or participates in the consumer-facing Brand Battles Platform.
• “Official Rules” means the official rules applicable to a particular consumer promotional Campaign, contest, sweepstakes, Brand Drop, or other promotion, as published or designated by Brand Battles.
• “Promotional Materials” means logos, trademarks, product images, descriptions, text, videos, photographs, creative assets, URLs, offers, advertising claims, and other materials supplied by or on behalf of Merchant.
• “Platform Policies” means any operational rules, technical specifications, guidelines, campaign requirements, and community standards established by Brand Battles and communicated through the Brand Dashboard or Brand Battles Platform.

2. Merchant Eligibility, Authority and Policies

2.1. Legal Entity Status. Merchant represents and warrants that it is a validly existing business entity, corporation, LLC, partnership, or other legal entity in good standing under the laws of its jurisdiction of organization, and is legally capable of entering into these Merchant Terms.

2.2. Authority. The individual accepting these Merchant Terms on behalf of Merchant represents and warrants that they have full legal authority to bind Merchant to these Merchant Terms.

2.3. Compliance with Laws and Policies. Merchant agrees to comply with all applicable local, state, federal, and international laws, regulations, industry standards, Platform Policies, and contractual obligations applicable to Merchant’s products, services, promotions, and business activities.

2.4. Verification. Brand Battles may require information reasonably necessary to verify Merchant’s identity, legal status, corporate structure, products, offers, or authority to participate in the Merchant Services.

3. Merchant Account

3.1. Account Information. Merchant must provide accurate, complete, and current information when creating and maintaining its Merchant Account.

3.2. Account Security. Merchant is responsible for maintaining the confidentiality of its account credentials and for all activities conducted through its Merchant Account.

3.3. Unauthorized Access. Merchant must promptly notify Brand Battles of any unauthorized access to its Merchant Account or any suspected security compromise.

3.4. Misrepresentation. Merchant may not create or maintain a Merchant Account using false, misleading, fraudulent, or impersonating information.

3.5. Responsibility for Content. Merchant is solely responsible for all Promotional Materials, campaign settings, and offer details submitted through its Merchant Account.

4. Brand Dashboard

4.1. Dashboard Access. Brand Battles provides Merchant with access to the Brand Dashboard for managing available Merchant Services.

4.2. Functionality. Available Brand Dashboard functionality may include Campaign configuration, Reward setting, upload of Promotional Materials, targeting parameters, Campaign metrics, fulfillment parameters, and billing functions.

4.3. Updates and Modifications. Brand Battles may modify, enhance, restrict, or discontinue particular Brand Dashboard functionality from time to time.

4.4. Merchant Verification. Merchant is solely responsible for reviewing and verifying all Campaign settings, budget caps, and reward rules before submitting a Campaign for activation.

4.5. System Integrity. Merchant must not interfere with, circumvent, reverse engineer, exploit, or attempt to gain unauthorized access to the Brand Dashboard or its underlying infrastructure.

4.6. Eligibility Task Metrics. Metrics for external social, newsletter, or similar Eligibility Tasks reflect link opens recorded by Brand Battles when a participant opens the applicable link through the App and returns after at least three (3) seconds. These metrics do not confirm that a participant completed an external action, such as following an account, subscribing to a newsletter, or publishing a social post.

5. Campaigns and Promotional Programs

5.1. Submission. Merchant may submit Campaigns through the Brand Dashboard in accordance with applicable technical and operational guidelines.

5.2. Prior Approval. Each Campaign is subject to review and prior approval by Brand Battles.

5.3. Platform Discretion. Brand Battles reserves the right to approve, reject, request modifications to, suspend, restrict, or remove any Campaign at its sole discretion, including where Brand Battles determines that the Campaign fails to satisfy Platform Policies, presents legal or technical issues, risks consumer harm, or adversely affects Brand Battles’ reputation.

5.4. No Obligation. Submission of a Campaign does not guarantee approval or obligate Brand Battles to publish or maintain that Campaign.

5.5. Campaign Accuracy. Merchant is responsible for ensuring that all Campaign details are accurate, truthful, lawful, and fully capable of being fulfilled as represented.

6. Brand Drops, Brand Seeds, Rewards and Coupons

6.1. Offer Configuration. Merchant may configure Brand Drops, Brand Seeds, Rewards, Coupons, or other promotional offers through the Merchant Services.

6.2. Specifications. Merchant must specify exact quantity limits, fair market value, specifications, redemption terms, geographical restrictions, expiration dates, and claim requirements for each Reward or Coupon.

6.3. Performance. Merchant must provide Rewards and Coupons substantially as represented in the active Campaign and must honor all validly issued claims.

6.4. Substitutions. Merchant may not substitute a materially different Reward or benefit without Brand Battles’ prior written approval, except where the applicable Campaign terms expressly permit such substitution or where substitution is required by applicable law.

6.5. Consumer Mechanics. User claim mechanics, eligibility criteria, token mechanics, and claim windows are governed by Brand Battles consumer terms and Official Rules and are not modified by these Merchant Terms.

7. Prize Provider and Fulfillment Partner Responsibilities

7.1. Prize Provider Obligations. When Merchant acts as Prize Provider, Merchant is solely responsible for providing the applicable prize or Reward in accordance with the Campaign representation and Official Rules.

7.2. Fulfillment Partner Obligations. When Merchant acts as Fulfillment Partner, Merchant is solely responsible for packaging, shipping, tracking, and delivering the Reward or product to the eligible User identified through the applicable Brand Battles claim or fulfillment process. Unless a different fulfillment period is expressly stated in the applicable Campaign terms, Merchant must ship the applicable Reward or product within ten (10) business days after the User successfully claims the Reward.

7.3. Fulfillment Delays. Merchant must promptly notify Brand Battles of any circumstance that may prevent fulfillment within the applicable timeline and provide the expected fulfillment date and, where available, tracking information. Repeated or material failures to meet fulfillment requirements may result in Campaign suspension or other enforcement action under these Merchant Terms.

7.4. Dual Role. When Merchant performs both Prize Provider and Fulfillment Partner roles, all duties, warranties, and obligations assigned to either role apply concurrently to Merchant.

7.5. Inventory and Capacity. Merchant must maintain sufficient inventory, availability, and fulfillment capacity for all published Rewards and sufficient redemption capacity for all published Coupons.

7.6. Communication. Merchant must promptly communicate to Brand Battles any material inventory shortage, shipping delay, or fulfillment defect.

7.7. No Hidden Conditions. Merchant must not condition fulfillment of a valid Reward on any additional fees, purchases, or requirements that were not clearly disclosed in the original Campaign or Official Rules.

7.8. Digital Rewards and Event Tickets. Digital Rewards, including event tickets, access codes, and vouchers, must be delivered within the timeframe stated in the Campaign and in any event no later than forty-eight (48) hours after a successful claim. Event tickets must be delivered at least seven (7) days before the event date. Where possible, Merchant should provide unique codes in advance so they can be issued automatically when a Reward is claimed.

7.9. Event and Third-Party Rights. When offering event tickets or experiences as Rewards, Merchant represents and warrants that it has the right to offer them as promotional prizes under the applicable ticket, venue, league, and organizer terms, and that it has obtained all permissions required to use any third-party names, logos, artist names, images, or marks included in the Campaign.

7.10. Prize Tax Reporting. Merchant, as Prize Provider, is responsible for collecting any required tax documentation from Reward recipients and issuing any tax reporting required by applicable law for Rewards it provides, unless otherwise agreed in writing with Brand Battles.

8. Shipping, Returns, Product Warranties and Customer Support

8.1. Shipping Responsibility. Merchant is solely responsible for all shipping costs, handling fees, customs duties, and delivery logistics associated with its Rewards, unless otherwise agreed in writing.

8.2. Product Quality Standards. Merchant represents and warrants that all products and Rewards supplied are lawful, safe, authentic, accurately described, not knowingly defective, and compliant with applicable product safety and consumer protection requirements.

8.3. Warranties and Defect Handling. Merchant retains full responsibility for product warranties, statutory rights, defect replacements, returns, and safety recalls.

8.4. Customer Support. Merchant must provide timely, reasonable customer support for fulfillment, delivery, defect, and product-related inquiries.

8.5. Disclaimer of Seller Status. Brand Battles does not assume seller-of-record, distributor, or manufacturer responsibilities for Merchant’s physical products or commercial offers distributed via the Platform.

9. Coupon Codes, Promotional Offers and Taxes

9.1. Coupon Validity. Merchant is responsible for the technical validity, discount accuracy, and redemption mechanics of all Coupon codes provided.

9.2. Honoring Offers. Merchant must honor all validly presented Coupon codes according to their published terms.

9.3. Invalid Codes. Merchant must not knowingly submit expired, invalid, single-use exhausted, or fraudulent Coupon codes.

9.4. Depletion Notice. Merchant must notify Brand Battles immediately if a Coupon code or offer becomes prematurely unavailable or compromised.

9.5. Taxes. Merchant is solely responsible for calculating, charging, collecting, reporting, and remitting all applicable sales taxes, use taxes, value-added taxes (VAT), excise taxes, tariffs, or transactional duties associated with its Coupons, Rewards, or redemptions on Merchant's systems, except to the extent otherwise required by applicable law or agreed in writing.

10. Fees, Billing and Payments

10.1. Financial Terms. Merchant agrees to pay all applicable subscription fees, Campaign fees, performance fees, advertising charges, and other fees specified in an applicable Order Form, dashboard prompt, or commercial agreement. Any commissions, performance payments, or other amounts payable by Brand Battles to Merchant will be governed by the applicable Order Form or commercial agreement.

10.2. Payment Terms. Payment terms, billing cycles, and fee structures will be set forth in the relevant commercial agreement or Order Form.

10.3. Non-Refundable. All fees paid to Brand Battles are non-refundable except as explicitly required by applicable law or provided in a written commercial agreement.

10.4. Default & Suspension. Merchant must maintain valid payment credentials. Overdue balances may result in immediate suspension of Merchant Services and active Campaigns.

10.5. Withholding and Offset. Brand Battles reserves the right, to the extent permitted by law, to withhold, adjust, or offset amounts otherwise payable to Merchant (including performance or affiliate commissions) in connection with suspected or confirmed fraud, invalid attribution, bot activity, chargebacks, or material breach of these Merchant Terms. Brand Battles will provide Merchant with reasonable notice of the basis for such withholding or deduction where reasonably practicable.

11. Tracking, Performance & Commercial Commitments

11.1. Attribution Infrastructure. The Brand Battles Platform utilizes proprietary and third-party tracking parameters, pixels, affiliate links, and attribution infrastructure to record qualifying User actions and commercial conversions.

11.2. Technical Integration. Merchant acknowledges that attribution relies on proper technical integration of referral links, cookies, and network parameters.

11.3. Tampering Prohibited. Merchant shall not tamper with, disable, bypass, manipulate, or artificially alter tracking URLs, attribution pixels, or conversion parameters.

11.4. Invalidation of Fraud. Brand Battles reserves the right to audit and invalidate conversion events generated through fraudulent, automated, or manipulated traffic patterns.

11.5. No Exclusivity or Minimum Commitment. Unless expressly provided in an executed Commercial Agreement or Order Form, these Merchant Terms do not create any exclusivity obligation, minimum Campaign spend, minimum traffic commitment, minimum number of Users, or minimum number of Campaigns for either party.

11.6. No Guaranteed Performance or ROI. Brand Battles does not guarantee any minimum number of impressions, clicks, Users, leads, conversions, purchases, redemptions, revenue, return on advertising spend, or other Campaign performance metrics unless expressly stated in a separate written agreement.

12. Intellectual Property and Content Licenses

12.1. Promotional License. Merchant grants Brand Battles a non-exclusive, worldwide, royalty-free license during the term of Merchant's account to host, reproduce, display, distribute, adapt, modify, render, animate, create stylized or three-dimensional representations of, and otherwise use Merchant’s Promotional Materials, including Merchant’s logos, trademarks, brand names, product images, Coupons, promotional offers, and related Brand Assets, for the operation, administration, marketing, advertising, and promotion of Merchant’s Campaigns and participation on the Brand Battles Platform. This license includes use within the Brand Battles mobile application, games, quizzes, Challenges, Rewards, Coupons, Brand Drops, Brand Seeds, website, social media channels, advertising, promotional materials, screenshots, videos, and other Brand Battles marketing or promotional content. Any adaptation or representation of a logo or other Brand Asset will remain identifiable as the Merchant’s Brand Asset and will not be used to imply an endorsement, sponsorship, or affiliation beyond Merchant’s participation in the applicable Brand Battles program.

12.2. Archival & Portfolio License.
(a) Archival: Merchant grants Brand Battles a perpetual, irrevocable, worldwide, royalty-free license solely to retain archival copies of Promotional Materials and records of completed Campaigns for regulatory compliance, legal defense, and internal recordkeeping.
(b) Portfolio & Case Studies: Brand Battles may display Merchant’s name, trademarks, logos, and anonymized/aggregated Campaign performance results in historical summaries, portfolio materials, pitch decks, and case studies, unless Merchant opts out of such portfolio usage by providing written notice to legal@brandbattles.games.

12.3. Ownership Retained. Merchant retains all right, title, and interest in and to its intellectual property and Promotional Materials. Brand Battles retains all right, title, and interest in and to the Brand Battles Platform, game mechanics, underlying software, and trademarks.

12.4. Third-Party Clearances. Merchant represents and warrants that it owns or possesses all necessary rights, licenses, clearances, and permissions to provide the Promotional Materials and Brand Assets, including any logos, trademarks, product images, brand names, and other materials supplied by or on behalf of Merchant, and to grant the licenses and rights set forth herein, including the right for Brand Battles to create and use permitted formatted, stylized, animated, rendered, or three-dimensional representations of such Brand Assets.

12A. Advertising, Endorsements and Promotional Compliance

12A.1. Truthful Advertising & Laws. Merchant is solely responsible for ensuring that all advertising claims, product descriptions, pricing representations, discount claims, performance comparisons, testimonials, endorsements, reviews, influencer content, and other promotional statements supplied or authorized by Merchant are truthful, accurate, non-deceptive, supported by competent and reliable substantiation, and compliant with all applicable federal, state, and local laws and regulations governing advertising, consumer protection, endorsements, disclosures, and unfair or deceptive practices, including applicable Federal Trade Commission (FTC) rules and guidance.

12A.2. Review Integrity. Merchant shall not require, condition, or incentivize any User to post false, pre-scripted, biased, or exclusively positive ratings, reviews, or testimonials regarding Merchant’s products or services.

12A.3. Prohibition of Manipulation. Merchant shall not organize, submit, purchase, suppress, manipulate, or syndicate fake or misleading consumer reviews, ratings, or endorsements.

12A.4. Disclosures of Material Connections. Where a Campaign involves consumer creators, influencers, or user-generated reviews, Merchant is responsible for ensuring that all legally required disclosures of material connections (e.g., free product, compensation, sweepstakes entry) are clearly and conspicuously displayed in compliance with FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising.

12A.5. Prior Substantiation. Merchant must maintain adequate written documentation substantiating all objective advertising claims prior to publishing such claims through the Brand Battles Platform.

12A.6. Removal Rights. Brand Battles reserves the right to immediately remove, modify, or suspend any Promotional Materials that it reasonably believes violate FTC rules, consumer protection statutes, or platform advertising requirements.

13. Data Protection and Privacy

13.1. Statutory Compliance. Each party shall comply with all applicable federal, state, and international privacy and data-protection laws applicable to its activities under these Merchant Terms.

13.2. Consumer Privacy Policy. Brand Battles' handling of consumer data is governed by the consumer-facing Brand Battles Privacy Policy.

13.3. Processing Restrictions. Merchant shall not process, export, sell, or disclose User personal data obtained through the Brand Battles Platform for any purpose other than fulfilling the specific Campaign, Reward, or customer support obligation for which the data was explicitly disclosed.

13.4. Data Processing Addendum (DPA). Where required by applicable law or reasonably necessary based on the parties’ respective data-processing roles, the parties shall enter into Brand Battles’ standard Data Processing Addendum (DPA), or another mutually agreed data-processing agreement.

14. Confidentiality

14.1. Scope. Confidential Information includes all non-public technical, commercial, financial, operational, and strategic information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”).

14.2. Duty of Care. Receiving Party shall protect Confidential Information using the same degree of care it uses for its own confidential information (but not less than reasonable care) and shall not disclose it to third parties except to employees, advisors, or contractors with a need to know.

14.3. Exclusions. Confidential Information does not include information that is or becomes publicly known without breach, was already known prior to disclosure, is independently developed, or is received lawfully from a third party without restriction.

15. Merchant Representations and Warranties

Merchant represents, warrants, and covenants that:

• (a) It has full legal authority and corporate power to execute and perform under these Merchant Terms;
• (b) All Promotional Materials and product disclosures are accurate, complete, and compliant with FTC requirements and applicable legal standards;
• (c) Its products, Rewards, and Campaigns do not violate or infringe any third-party intellectual property, privacy, or publicity rights;
• (d) It will fulfill all Rewards, Coupons, and shipping commitments as promised;
• (e) It will not engage in fraudulent, automated, deceptive, or manipulative traffic practices; and
• (f) Its products and Rewards are safe, authentic, accurately described, and compliant with applicable product safety and consumer protection requirements.

16. Prohibited Conduct

Merchant shall not:

• (a) Use the Merchant Services for illegal, deceptive, or fraudulent commercial practices;
• (b) Manipulate Campaign mechanics, referral attributions, or conversion metrics;
• (c) Submit content that is defamatory, obscene, discriminatory, or unlawful;
• (d) Attempt to probe, scan, or breach the security infrastructure of the Platform;
• (e) Circumvent Platform fees, attribution channels, or billing systems; or
• (f) Engage in activities that damage the reputation, infrastructure, or operational integrity of Brand Battles.

17. Monitoring, Suspension and Enforcement

17.1. Monitoring. Brand Battles reserves the right to monitor Campaigns, content, and traffic patterns for compliance with these Merchant Terms and Platform Policies.

17.2. Investigations. Brand Battles may investigate suspected policy violations, fraud, security risks, or legal non-compliance.

17.3. Immediate Action. Brand Battles may suspend, restrict, or terminate Merchant Accounts, access to the Brand Dashboard, or active Campaigns without prior notice if necessary to mitigate fraud, legal liability, or imminent harm to Users or the Platform.

18. Indemnification

18.1. Merchant Indemnity Scope. Merchant agrees to defend, indemnify, and hold harmless Brand Battles Inc., its affiliates, officers, directors, employees, agents, and successors from and against any third-party claims, liabilities, damages, losses, expenses, or costs (including reasonable attorneys' fees) arising out of or related to:

• (a) Merchant’s breach of these Merchant Terms or Platform Policies;
• (b) Merchant’s products, Rewards, Coupons, or Campaign claims;
• (c) Failure or delays in fulfillment, shipping, product liability, or customer support;
• (d) Allegations that Merchant’s Promotional Materials or trademarks infringe or misappropriate third-party intellectual property or privacy rights;
• (e) Violation of applicable advertising, endorsement, disclosure, consumer-protection, or unfair-or-deceptive-practices laws, regulations, or applicable FTC rules and guidance by Merchant; or
• (f) Merchant’s gross negligence or willful misconduct.

18.2. Settlement Consent. Merchant shall not settle any indemnified claim in a manner that admits fault by, imposes liability on, or creates any non-monetary obligation for Brand Battles without Brand Battles’ prior written consent.

19. Disclaimers

19.1. AS-IS Basis. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE MERCHANT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BRAND BATTLES DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

19.2. No Operational Guarantees. BRAND BATTLES DOES NOT GUARANTEE SPECIFIC USER ENGAGEMENT LEVELS, CONVERSION RATES, SALES VOLUMES, REVENUE OUTCOMES, OR UNINTERRUPTED PLATFORM AVAILABILITY.

20. Limitation of Liability

20.1. Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRAND BATTLES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.

20.2. Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRAND BATTLES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE MERCHANT TERMS OR THE MERCHANT SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY MERCHANT TO BRAND BATTLES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

20.3. Carve-Outs. Nothing in this Section limits Merchant’s payment obligations or Merchant’s indemnification obligations under these Merchant Terms. Nothing in these Merchant Terms limits liability that cannot lawfully be limited or excluded under applicable law.

21. Suspension, Termination and Effect of Termination

21.1. Merchant Termination. Merchant may terminate its Merchant Account at any time subject to the completion of active Campaigns and payment of outstanding fee obligations.

21.2. Platform Termination. Brand Battles may suspend or terminate Merchant's access for material breach, non-payment, fraud, or violation of Platform Policies.

21.3. Survival. Upon termination, access to the Brand Dashboard shall cease. Merchant remains fully responsible for fulfilling all Rewards, Coupons, and delivery obligations accrued prior to termination, as well as paying all accrued financial obligations. Any provisions that by their nature should survive termination shall survive, including Sections 8, 9.5, 10, 12.2, 13, 14, 15, 18, 19, 20, 22, and 23.

22. Governing Law and Mandatory Binding Arbitration

22.1. Governing Law. These Merchant Terms, and any dispute arising hereunder, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflict-of-laws principles.

22.2. AAA Arbitration. Any dispute, claim, or controversy arising out of or relating to these Merchant Terms, their interpretation, breach, termination, or validity, or the Merchant Services shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The allocation of arbitration fees and costs shall be determined in accordance with the applicable AAA rules and applicable law.

22.3. Seat of Arbitration. The seat of arbitration shall be in the State of Delaware. The arbitration may be conducted remotely or at a location in Delaware selected in accordance with the applicable AAA rules.

22.4. Emergency Injunctive Relief. Nothing in this Section prevents either party from seeking temporary, preliminary, or emergency injunctive relief from a court of competent jurisdiction where reasonably necessary to protect intellectual property, confidential information, or prevent imminent irreparable harm, without waiving the obligation to arbitrate the underlying dispute. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

23. General Provisions

23.1. Entire Agreement & Platform Policies. These Merchant Terms, together with any executed Order Forms, Commercial Agreements, DPA, and Platform Policies, constitute the entire agreement between the parties regarding the Merchant Services. Platform Policies apply to the operational and technical use of the Merchant Services but may not modify fees, payment obligations, liability provisions, intellectual property rights, or other material contractual terms unless expressly incorporated into an executed Commercial Agreement or Order Form.

23.2. Order of Precedence & Hierarchy. In the event of any conflict or inconsistency between the documents governing the commercial relationship, the following order of precedence shall control:

1. A separately executed, signed written Commercial Agreement between Brand Battles and Merchant;
2. An executed Order Form;
3. These Merchant Terms of Service;
4. Campaign-specific commercial settings in the Brand Dashboard, but only with respect to the applicable Campaign and only to the extent expressly identified as binding commercial terms;
5. Published Official Rules (which control solely with respect to consumer-facing promotion mechanics and participant eligibility).

23.3. Independent Contractors. Brand Battles and Merchant are independent contracting parties. Nothing herein creates a partnership, agency, joint venture, employment, or franchise relationship.

23.4. Assignment. Merchant may not assign or transfer these Merchant Terms without Brand Battles' prior written consent. Brand Battles may assign these Merchant Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.

23.5. Severability & Waiver. If any provision is held unenforceable, the remaining provisions remain in full force. Failure to enforce a provision does not constitute a waiver.

23.6. Electronic Acceptance. Accepting these Merchant Terms electronically through dashboard click-through or account registration carries the same legal weight as a handwritten signature under applicable law (including the ESIGN Act).