Last Updated: : June 19,2024
These Merchant Portal Terms and Conditions (“Terms”) apply to your access to and use of the merchant portal (the “Services”) provided by 7NOW LLC
(“7NOW”, “us”, or “we”).
If you have any questions about these Terms or our Services, please contact us using the contact information below. For information about how we
collect, use, share, and otherwise process information about you, please see our Privacy Notice. By accessing the Services, you agree that you are bound by these Terms, regardless of
whether you are accessing the Services as the agent or authorized representative of a merchant. NOTE THAT SECTION 14 OF THESE TERMS CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES
THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
BY CLICKING “LOG IN”, OR BY ACCESSING OR USING THE
SERVICES, OR CREATING AN ACCOUNT, YOU AGREE TO THESE TERMS. THESE TERMS ARE SUBJECT TO CHANGE AS DESCRIBED BELOW. IF YOU DO NOT AGREE TO THESE TERMS OR ANY PORTION OF THESE TERMS,
INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 14, YOU MAY NOT ACCESS OR USE OUR SERVICES AND MUST IMMEDIATELY TERMINATE YOUR USE OF SERVICES.
1. Eligibility
You must be at least 18 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the
supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you
agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (a) all references to “you”
throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or
the person or entity violates these Terms, the person or entity agrees to be responsible to us.
2. User Accounts and Account Security
To use some or all of our Services, you may need to register for an account. If you register for an account, you must provide accurate account information and promptly update this
information if it changes.
You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your
permission. You are responsible for keeping your account credentials confidential and safe. If you permit others to use your account credentials, you agree to be fully responsible for all
activities that occur in connection with your account.
3. Account Suspension and Deletion
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We
are not responsible for any loss or harm related to your inability to access or use our Services.
The suspension or deletion of your account shall not entitle you to any claims for
compensation, damages or reimbursement.
4. Acceptable Use and Prohibited Content
Unless otherwise specified, the Services are for your personal and non-commercial internal business use only. You will not violate any applicable law, contract, intellectual property
right or third party right or commit a tort while using our Services, and you are solely responsible for your conduct while using our Services. By way of example, and not as a limitation,
you agree that when using the Services, you will not:
· use or attempt to use another’s account;
· provide another person with your account credentials or allow another person to
access your account;
· conceal your identity or impersonate or pretend to be a third-party, if not allowed to do so by such third-party;
· sell, resell, or commercially use our
Services;
· modify our Services, remove any proprietary rights, notices, or markings, or otherwise make any derivative works based on our Services;
· reverse engineer any aspect
of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
· develop or use any
applications that interact with our Services without our prior written consent;
· use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any
activity that violates these Terms;
· probe, scan or test the vulnerability of our Services, or breach the security or authentication measures of the Services, including any component
of or any network connected to the Services;
· installing, embedding, uploading, or otherwise incorporating any malware into or via the Services;
· attempting to disrupt or
tamper with the technical infrastructure in a manner that harms or places an undue burden on the Services;
· use any automated process to extract, harvest or scrape information, data,
or content from the Services; and
· except as expressly set forth in the Services, may not copy, download, share, modify, translate, transform, publish, transmit, sell, sublicense,
edit, transfer/assign to third parties or create derivative works from the content available on the Services, nor allow any third party to do so through your account, even without your
knowledge.
5. Ownership and Limited License
The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by 7NOW or our licensors and are protected under both
United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these
Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial internal
business use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein
and violate our intellectual property rights. 7NOW reserves all rights not expressly granted herein.
7NOW and our logos, our product or service names, our slogans and the look and
feel of the Services are trademarks of 7NOW LLC and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered
trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other
information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
You may voluntarily post,
submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about 7NOW or our Services (collectively,
“Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or
improve the Feedback in 7NOW’s sole discretion. You understand that 7NOW may treat Feedback as nonconfidential.
6. Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless 7NOW and our officers, directors, agents, partners and employees (individually and
collectively, the “7NOW Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of
the Services; (b) your Feedback; (c) your violation of these Terms; or (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights
or privacy rights). You agree to promptly notify 7NOW Parties of any third-party Claims in writing, cooperate with 7NOW Parties in defending such Claims and pay all fees, costs and
expenses associated with defending such Claims (including attorneys’ fees). You also agree that the 7NOW Parties will have control of the defense or settlement, at 7NOW’s sole option, of
any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and 7NOW or the other 7NOW Parties.
7. Disclaimers
Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without
warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, 7NOW does
not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While 7NOW attempts to make your use of our Services and any content therein safe, we
cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the
Services.
8. Limitation of Liability
To the fullest extent permitted by applicable law, 7NOW and the other 7NOW Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence,
strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if 7NOW or the other 7NOW Parties have
been advised of the possibility of such damages.
The total liability of 7NOW and the other 7NOW Parties for any claim arising out of or relating to these Terms or our Services,
regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use our Services.
The limitations set forth in this Section 8 will not limit or
exclude liability for the gross negligence, fraud or intentional misconduct of 7NOW or the other 7NOW Parties or for any other matters in which liability cannot be excluded or limited
under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply
to you.
9. Release
To the fullest extent permitted by applicable law, you release 7NOW and the other 7NOW Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of
every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.
10. Governing Law and Venue
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Texas, except to the extent preempted by
U.S. federal law, without regard to conflict of law rules or principles (whether of Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
Subject to the procedures set forth in Section 14 where applicable, any dispute between the parties not covered by or resolved through such procedures will be resolved in the state or
federal courts of Texas and the United States, respectively, sitting in Dallas County, Texas.
11. Additional Terms and Amendments
We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services.
If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
We may make changes to these Terms from time to time. If we
make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless
we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the
changes. If you do not agree to the amended Terms, you must stop using our Services.
12. Severability
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect
the validity and enforceability of any remaining provisions.
13. Miscellaneous
The failure of 7NOW to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between
the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are
for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein,
these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications
and transactions between us may be conducted electronically. Any notice to 7NOW permitted or required under these Terms will be deemed sufficiently given if: (a) emailed to
GM-7NOW-Onboarding@7-11.com, if such notice is for onboarding purposes; and (b) delivered personally, by messenger, or by prepaid overnight express delivery service to 7NOW LLC, 3200
Hackberry Road, Irving, TX 75063, Attention: Legal Department, if such notice is for any other purpose.
14. Dispute Resolution; Binding Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH 7NOW AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
7NOW
makes no representation that the contents of any of the Services are appropriate or available for use outside of the United States, and those who choose to access any of the Services from
other locations are solely responsible for compliance with their local laws. Any legal actions against 7NOW must be commenced within two (2) years after the claim arose. Except for any
disputes, claims, suits, actions, causes of action, demands, or proceedings (collectively, “Disputes”) arising out of or related to a violation of Section 4 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable
relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets, or patents, you and 7NOW agree:
(i)
to waive your and 7NOW’s respective rights to have any and all Disputes arising from or related to these Terms or the Services resolved in a court; and
(ii) to waive your and 7NOW’s
respective rights to a jury trial.
Instead, any Dispute arising out of or relating to any of the Services, or these Terms will be resolved by binding arbitration administered by
National Arbitration and Mediation (“NAM”).
A party that intends to seek arbitration must first send to the other a written notice of dispute (the “Notice of Dispute”). The Notice of Dispute to 7NOW should be sent to 7NOW in accordance with these Terms and must include: (a) your name, address, and email address; (b) whether you have an account and
how and when you created it, and the email address and telephone number associated with that account; (c) a description of the nature and basis of the claim or dispute including any
relevant facts regarding your use of the Services; (d) an explanation of the specific relief sought, including the total damages you seek if any and the basis for the damage calculations;
(e) your personally signed statement verifying the accuracy of the content of the Notice of Dispute;
and (f) if you have retained an attorney, your signed statement authorizing 7NOW
to disclose personal information about you to your attorney if necessary in resolving your claim. The Notice of Dispute must also be individualized, meaning it can only concern your
dispute and no other person’s dispute. You also agree that, after sending the Notice of Dispute, at 7NOW’s request you will personally participate in a discussion by telephone with 7NOW to
facilitate resolving your claim before arbitration is initiated. 7NOW will also agree to participate in a telephone discussion at your request. If we and you do not reach an agreement to
resolve the claim within sixty (60) days after the Notice of Dispute is received, you or we may commence an arbitration proceeding (if either you or we send the other an incomplete Notice
of Dispute, the sixty-day (60-day) period begins only after a complete Notice of Dispute is received, and if either you or we request a telephone discussion, the sixty-day (60-day) period
begins only after the discussion has happened). Compliance with these pre-arbitration Notice of Dispute and dispute resolution procedures are a condition precedent to initiating
arbitration.
Any arbitration shall be conducted before a sole arbitrator in accordance with the applicable NAM rules, including the Comprehensive Dispute Resolution Rules and
Procedures and the Mass Filing Dispute Resolutions Rules and Procedures as applicable. The NAM rules and additional information about NAM are available at www.namadr.com. By agreeing to be
bound by these Terms, you either:
1. acknowledge and agree that you have read and understand the rules of NAM; or
2. waive your opportunity to read the rules of NAM and any claim
that the rules of NAM are unfair or should not apply for any reason.
You and we agree that the party initiating arbitration must submit a signed certification to NAM that they have
complied with the pre-arbitration Notice of Dispute and dispute resolution procedures, before initiating arbitration.
ANY SUCH DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL
BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND 7NOW AGREE NOT TO BRING ANY CLAIMS AS PART OF A CLASS ACTION. An administrative conference with NAM shall be
conducted in each arbitration proceeding, and you and a 7NOW representative shall appear at the administrative conference via telephone. If you initiated the arbitration and you fail to
appear at the administrative conference, regardless of whether your counsel attends, NAM will administratively close the arbitration proceeding without prejudice, unless you show good
cause as to why you were not able to attend the conference. If we initiated the arbitration and a 7NOW representative fails to appear at the administrative conference, regardless of
whether our counsel attends, NAM will administratively close the arbitration proceeding without prejudice, unless we show good cause as to why the representative was not able to attend the
conference. Each party shall be responsible for its own attorney fees and costs incurred in such arbitration, unless the arbitrator awards sanctions or determines that the substance of the
claim, defense, or relief sought is frivolous or brought for an improper purpose, in which case the arbitrator may order you or 7NOW to pay the other side’s attorney fees or costs.
Responsibility
for the payment of arbitration fees (including filing, arbitrator, and hearing fees) will be governed by the NAM rules unless you qualify for a fee waiver under applicable law, in which
case you agree to provide us the option of paying the arbitrator before seeking to initiate any other form of dispute resolution, including litigation. The arbitration will be conducted in
Dallas County, Texas, or in the county where you reside, and you and a 7NOW representative will be required to attend. Judgment on the arbitration award may be entered into by any court
having jurisdiction thereof. The award of the arbitrator shall be final and binding upon the parties without appeal or review.
For purposes of efficient administration, in the
event twenty-five (25) or more substantially similar demands for arbitration are filed by or with the assistance or coordination of the same law firm, a group of law firms, or organization
(“Mass Filing”), the parties agree that (aa) NAM (or another arbitration provider selected by the parties or by the court if NAM is unavailable), shall administer the Mass Filing in batches of
twenty-five (25) per batch (if, after batching, fewer than twenty-five (25) demands remain, then the final batch will consist of the remaining demands); (bb) a single, different arbitrator
shall be designated for each batch (unless the parties agree otherwise) selected in accordance with the applicable NAM rules; (cc) no other demands for arbitration that are part of the
Mass Filing may be filed, processed, or adjudicated until the prior batch of twenty-five (25) is filed, processed, and adjudicated; (dd) any arbitration fees associated with a demand for
arbitration included in a Mass Filing shall only be assessed after the demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing,
processing, and adjudication; and (ee) the staged process of batched proceedings, with each set including twenty-five (25) demands, shall continue until each demand (including your demand)
is adjudicated or otherwise resolved.
After the first batch of demands in the Mass Filing are resolved, the parties shall promptly engage in a global mediation session of all
remaining demands with a retired federal or state court judge, and 7NOW shall pay the mediator’s fee. 7NOW and the remaining claimants shall have ninety (90) days (the “Mediation Period”)
to agree on a resolution or substantive methodology for resolving the outstanding demands. If they are unable to resolve the outstanding demands during the Mediation Period and cannot
agree on a methodology for resolving them through further arbitrations, either 7NOW or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in
court. Notice of the opt-out will be provided in writing within sixty (60) days of the close of the Mediation Period. If neither 7NOW nor the remaining claimants opt out and they cannot
agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. An opt-out of arbitration under this
Section shall not be construed as an opt-out of the above class action waiver. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers
assigned to the demands in the Mass Filing.
You agree to cooperate in good faith with 7NOW and the arbitration provider to implement such a batch approach or other similar
approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. Any disagreement between the parties as to
whether the batch arbitration procedure applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. The batch arbitration
procedure set forth herein shall in no way be interpreted as authorizing class arbitration of any kind. We reserve our right to raise unique defenses as to each claimant in connection with
this process, and you reserve all rights to raise unique claims, facts, and defenses in connection with your claims. While NAM shall batch the claims for organizational purposes, it shall
not consolidate them for decision on the merits and shall decide each case on the merits individually. If your demand for arbitration is included in the Mass Filing, your claims will
remain tolled until your demand for arbitration is decided, withdrawn, or is settled. The parties agree that the batching procedure is integral to the arbitration agreement insofar as it
applies to a Mass Filing. If the batching procedure is found to be invalid, unenforceable, or illegal, then the entire agreement to arbitrate shall be null and void, and neither you nor
7NOW shall be entitled to arbitrate and claim that is part of the Mass Filing.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first
accepted the terms of this Section 14 by providing notice of such opt-opt to 7NOW in accordance with these Terms. In order to be effective, the opt-out notice must include your full name
and clearly indicate your intent to opt out of binding arbitration. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS IN A COURT LOCATED IN
DALLAS, TEXAS. YOU AND 7NOW AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS (WHETHER IN COURT OR ARBITRATION) ONLY IN AN INDIVIDUAL CAPACITY AND AGREE NOT
TO PARTICIPATE IN ANY CLAIM AGAINST THE OTHER AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING.
Notwithstanding
the foregoing, 7NOW may immediately seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect its rights or property (including
intellectual property rights).