National Terms


The IO and Terms and Conditions (collectively “Agreement”) govern your participation in the Empyr Platform. By signing the IO you agree to the terms and conditions set forth below.

1.Engagement; Insertion Orders:

1.1.Through its relationship with Empyr, Inc. (“Empyr”), Advertiser has elected to participate in Empyr’s Card Linked Offer Program, which includes programs managed by the Third Parties (“Publishers”) (collectively, the “Empyr Platform”).

1.2.Empyr has entered into Agreements with each Publisher for certain services, on behalf of itself and as the representative of Advertiser, to promote Advertiser to Publisher’s customers. In order for Publishers to perform services in accordance with the Empyr – Publisher Terms, MasterCard Incorporated, Visa U.S.A. Inc., American Express Company and one or more Payment Processors or Financial Institutions engaged by Empyr and/or Publisher (individually and collectively, “Card Network / Processor”) will need to provide Empyr and/or Publisher with certain information further described in this Agreement.

2.Conduct of Campaigns

2.1.Fulfillment and Conduct of Campaigns: As between the Parties, Advertiser shall be responsible for (i) ensuring that all Campaigns and their fulfillment comply with applicable laws; and (ii) ensuring that no Campaign or related Creative or Offer shall: (x) infringe or violate any third party’s intellectual property rights or other rights, be defamatory or obscene, or violate any law or regulation or the rights of privacy or personality of any third party.

2.2.Offer Listing Information. For each Campaign, Advertiser shall provide to Empyr the Offer Listing information and materials required by the IO (including applicable Offer terms and conditions to be presented to consumers), copy, photography, images, other descriptive materials, and links for all Offer Listings. Advertiser shall deliver such items to Empyr via email or other means as mutually determined by the Parties.

2.3.Purchase Methods. Advertiser acknowledges that the Card Network / Processor at any given time supported by the Empyr shall be the only permitted means for redeeming Offers.

2.4.End User Terms of Service. Advertiser acknowledges that the Empyr Platform is available to track purchases of consumers who establish accounts on the Empyr Platform and who accept and abide by the applicable end user terms of use/service and privacy policy (“End User Terms”). Empyr and Publishers may ban the participation of individual consumers in the Empyr Platform for any violation of the End User Terms or for any other reason determined in its sole discretion. Advertiser acknowledges that Empyr and/or Publishers will collect, use, and disclose end user data in accordance with the End User Terms as in effect from time to time, the current versions of which will be made available to Advertiser upon request.  Advertiser will have no liability for the violation by the End User of End User Terms or for any violation of End User Terms by Empyr and Publishers.

2.5.Advertiser Authorization.

2.5.1.Advertiser hereby authorizes Card Network / Processor to monitor and release the following information to and between Empyr and Publishers: Advertiser’s Card Network identification number(s) and Advertiser’s payment card transaction information (including, without limitation, date, purchase amount, encrypted or tokenized card numbers, and payment card type) (each of the foregoing items individually and collectively, “Advertiser Information”).

2.5.2.Advertiser hereby authorizes Empyr and Publishers and each of the third parties with whom Empyr or Publishers may contract in connection with the Empyr Platform (each, a “Vendor,” which excludes Card Network / Processors), to (i) use or process Advertiser Information in order to determine rewards eligibility in the Program (with eligible purchases defined as “Qualified Purchases”), and (ii) communicate Qualified Purchases (date and time, purchase amount, last 4 digits of card, city / state / zip code, and payment card type) to Empyr for purposes of Empyr reporting to and billing Advertiser. Each Vendor has confidentiality obligations that prohibit such Vendor from disclosing Advertiser Information to third parties.

2.5.3.To the extent Advertiser has an agreement with a Card Network / Processor, these Terms & Conditions shall not modify or terminate any such Advertiser – Card Network / Processor agreement.

3.Funding and Settlements:

3.1.Settlement Funding. Advertiser agrees to fully and timely fund all Redemptions consummated in accordance with the applicable Offer terms and conditions, and remit Settlement Funds to Empyr in the manner described in Section 4.

3.2.Settlement Services. Empyr and/or its Publishers will be responsible for Redemption Matching and Settlement services, and shall arrange for the clearing of Redemption Value associated with a Redeemed Offer to consumers promptly after Advertiser makes available Settlement Funds in the manner described in Section 4. Empyr and Publishers will not be liable for any delays in payment due to the acts or omissions of any other Parties.

4.Payment and Payment Liability:

4.1.Invoices. Invoices will be sent to the billing address as set forth on the IO and will include information reasonably specified by the IO, including the Marketing Fee and Offer.  Empyr shall invoice Advertiser on the 2nd of each month for the previous month’s transactions.

4.2.Payment Terms. Advertiser will make payment thirty (30) days from its receipt of invoice.  All payments under this Agreement shall be made in U.S. dollars by payment method set forth in the IO.

4.3.Expenses; Taxes. Each Party shall bear its own costs and expenses that may be incurred as a result of its performance of this Agreement. All fees payable hereunder are exclusive of taxes. If any governmental authority levies any taxes with respect to the services performed by Empyr hereunder (excluding taxes on its properties or income), it shall invoice the Advertiser for the amount of such and Advertiser shall pay such amount within seven (7) days after receipt of invoice therefor.

5.Reporting:

5.1.Campaign Reporting. Empyr shall provide to Advertiser, on a monthly basis, a Campaign performance report, the form and content of which shall be mutually determined by the Parties.

6.Trademark and Creative Licenses:

6.1.Advertiser hereby grants to Empyr, during the term of the applicable Campaigns on the Empyr Platform hereunder, a non-exclusive, non-transferable, revocable, royalty-free, right and license to use, copy, display, modify for formatting purposes, distribute, and perform any content, creative works, advertisements, or marketing materials made available to Empyr hereunder for use in the Campaigns (the “Creative”) and Advertiser’s trademarks, service marks, trade names, logos, iconography, and/or product names (in both text and stylized forms) made available to Empyr for use in connection with any such Campaigns (“Advertiser Marks”) intended for the territory of the United States solely to the extent necessary to conduct the Campaigns as contemplated in the IO, including the right to display, promote, advertise, and access the Advertiser Marks, the Offer, and the Creative on the Empyr Platform. Empyr agrees to only display the Advertiser Marks and the Creative in a manner authorized by Advertiser in advance. The foregoing rights may be sublicensed by Empyr to its Publishers to the extent necessary for the performance of its obligations hereunder. Notwithstanding any provision herein to the contrary, as between the Parties, all rights, title, and interest in the Creative and Advertiser Marks shall remain the sole and exclusive property of Advertiser. Empyr and Publishes will comply with Advertiser’s trademark usage standards made available to it with respect to such use. All goodwill arising from use of Advertiser Marks will inure to Advertiser.

7.Confidentiality; Data Rights; Privacy and Security:

7.1.1.Confidential Information.  Advertiser acknowledges that, in the course of performing its duties as under the Agreement, it may obtain information relating to Empyr which Advertiser knows or has reason to know is of a confidential or proprietary nature (“Empyr Confidential Information”).  Empyr acknowledges that, in the course of performing its duties under the Agreement, it may obtain information relating to Advertiser which Empyr knows or has reason to know is of a confidential or proprietary nature (“Advertiser Confidential Information”, and, collectively with Empyr Confidential Information, “Confidential Information”).  Confidential Information includes, but is not limited to, computer software, data, information, databases, protocols, reference implementation and documentation, functional and interface specifications, future product releases, trade secrets, knowhow, inventions, techniques, processes, schematics, software source documents, pricing and discount schedules, financial information and sales and marketing plans.  The party receiving Confidential Information of the other party shall at all times, both during the term of this Agreement and at all times thereafter, keep and hold such Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose, other than as may be reasonably necessary for the performance of its duties or exercise of its rights under this Agreement, without the disclosing party’s prior written consent.  The receiving party shall not disclose any such Confidential Information to any person or entity without the disclosing party’s prior written consent, except to its employees or consultants, as necessary for purposes of performing the receiving party’s duties hereunder, under the terms and conditions no less protective of the Confidential Information than the terms and conditions of this Section 7.

7.1.2.Exclusions from Nondisclosure and Nonuse Obligations.  The receiving party’s obligations under Section bookmark.1 shall not apply to any of Confidential Information that the receiving party can document:  (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to the receiving party by the disclosing party through no fault of the receiving party, or (b) was rightfully in the receiving party’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to the receiving party by the disclosing party.  A disclosure by the receiving party of Confidential Information (i) in response to a valid order by a court or other governmental body or (ii) as otherwise required by law shall not be considered to be a breach of this Agreement by the receiving party; provided, however, that the receiving party shall provide prompt prior written notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent such disclosure.

7.1.3.Non-Circumvention.  In addition to the restrictions on disclosure and the handling of Confidential Information in Section 7.1.1, neither party shall use in any manner any of other party’s Confidential Information for the purpose of circumventing or attempting to circumvent, directly or indirectly, the intent of this Agreement, including but not limited to, use of such Confidential Information to reverse-engineer proprietary technology, to develop competitive products or services, or to directly compete with the other party.

7.1.4.Neither party shall disclose any of the terms and conditions of this Agreement to any person or entity whatsoever other than legal counsel, except to the extent such disclosure may be required for accounting or tax reporting purposes or as otherwise may be required by law.  In addition, either party may disclose the existence, and the terms and conditions of this Agreement to such party’s current and prospective investors, acquirers, merger candidates and financing sources; provided that each such person or entity shall (a) be subject to reasonable obligations of confidentiality, (b) be informed of the confidential nature of the Confidential Information so disclosed, and (c) agree to hold such Confidential Information in confidence in a manner consistent with the terms thereof.  After written approval from the other party, either party to this Agreement may publish or circulate any type of press release regarding this Agreement.

7.2.Data Security and Privacy. Both Parties shall comply with all applicable laws, regulations, privacy guidelines and applicable agreements governing the collection and use of all non-public, personal information of any customer data, including without limitation the Gramm-Leach-Bliley Act (collectively, the “Privacy Rules”) to the extent applicable to the activities conducted under this Agreement.  Both parties agree to implement appropriate measures designed to meet the objectives of the Privacy Rules including to (a) maintain the security and confidentiality of customer data; (b) protect against threats or hazards to the security or integrity of customer data; and (c) protect against unauthorized access to or use of customer data that could result in substantial harm to any customer of any person.  The parties shall notify each other of any unauthorized disclosures of customer data on the same business day as the discovery.  Both Parties will take all reasonable steps to safeguard all login and password information provided by Empyr to Advertiser hereunder, so as to ensure that no unauthorized person will have access to the Empyr Platform, and that no persons authorized to have access will make any unauthorized use thereof.  Advertiser will promptly report to Empyr any unauthorized use of the Empyr Platform of which Advertiser becomes aware and will take such further steps as may reasonably be requested by Empyr to prevent unauthorized use thereof.  Advertiser will comply with all requirements provided by or on behalf of credit card companies to Company in order to ensure Empyr’s compliance with all credit card and payment-related processing Privacy Rules, and not knowingly take any action that would cause the other party to be in breach of its agreement with the credit card company, or any card association networks, as applicable, or any successor thereto.

7.3.Advertiser obtains, or may obtain, sales information from various sources (e.g., Card Network/Processor monthly reports directly to Advertiser, Advertiser’s internal sales records, etc.). This sales information may include some elements of data that are the same as the Redemption Data (defined below). Advertiser’s use of this separately obtained sales information is not subject to the restrictions in Section 7.4.

7.4.Advertiser will only use data relating to the Empyr Platform or Qualified Purchases (“Redemption Data”) to confirm the occurrence of a Qualified Purchase. Advertiser will not use the Redemption Data for any other purpose. The Redemption Data is confidential information and, except for employees and subcontractors with a need to know, Advertiser will not share it with others. Advertiser will keep and/or use the Redemption Data only as long as there is a business need to have it, but not longer than 120 days.

8.Intellectual Property Ownership:

8.1.Empyr owns all right, title and interest in the Empyr Platform and in any other technology or materials developed by Empyr in the performance of the services contemplated in the Agreement, including any and all intellectual property rights therein.

8.2.Reservation of Rights. Except as otherwise expressly stated in the Agreement: (i) nothing in this Agreement is intended to transfer from either Party to the other Party any right, title or interest in or to any Confidential Information or other intellectual property of such Party and each Party hereby reserves all rights in its Confidential Information and intellectual property; and (ii) to the extent that either Party provides or makes available any Confidential Information or other intellectual property to the other Party pursuant to this Agreement, such other Party and its Affiliates and their respective employees, contractors, agents, and other related parties shall have a limited, personal, non-exclusive, non-transferable license to use such Confidential Information and intellectual property solely for the purpose of performing such Party’s obligations or exercising its rights under this Agreement; and (iii) no other license is granted to either Party under this Agreement, by implication or otherwise, with respect to any Confidential Information or other intellectual property that may be provided or made available by the other Party to such Party under this Agreement.

9.Termination:

9.1.Term. This Agreement shall be effective as of the effective date of the IO and shall continue for the duration of the applicable Campaign or other term stated in the IO.

9.2.Termination for Cause. Either Party may terminate this Agreement: (i) upon thirty (30) business days prior written notice if the other Party commits any material breach of this Agreement and fails to cure the breach during such notice period; or (ii) immediately upon written notice if (A) the other Party ceases doing business as a going concern, is dissolved or otherwise terminates its business operations, (B) the other Party files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors, or (C) the other Party seeks or consents to the appointment of an administrator, receiver, custodian, or similar official for the winding down of its business.

9.3.Wind-Down. Upon any termination or expiration of this Agreement, Parties shall collaborate as reasonably necessary to effectuate an orderly wind-down of any live Campaigns, and all provisions of this Agreement shall survive termination to the extent necessary to govern and enforce such wind-down.

9.4.Termination of this Agreement shall not relieve the parties of any obligation or liability accruing prior to such termination.  Sections 7.1, 8.2, 9, 11, 12, and 13 of this Agreement, together with any outstanding payment obligations, shall survive any termination of this Agreement.

10.Representations and Warranties:

10.1.Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that: (a) it has the necessary authority to enter into and perform this Agreement and is not subject to any agreement or other constraint that would prohibit or restrict its right or ability to enter into, or carry out, its obligations hereunder; and (b) it shall comply with and shall not violate any applicable laws in connection with its performance of this Agreement or the conduct of its business as it pertains to this Agreement.

10.2.Advertiser Representations and Warranties. Advertiser hereby represents and warrants to Empyr that: (a) it is authorized and has the necessary third party consents to grant the licenses for the Creative and Advertiser Marks associated with each Campaign; (b) no Creative, Advertiser Marks, or Offer associated with such Campaign shall: infringe or violate any third party’s intellectual property rights or other rights, be defamatory or obscene, or violate any law or regulation or the rights of privacy or personality of any third party; and (c) such Campaign(s) and related Offer shall comply with all applicable laws.

11.Indemnification:

11.1.Indemnification by Advertiser. Advertiser shall defend, indemnify and hold Empyr, its officers, directors, affiliates, and employees harmless from and against any and all losses, liabilities, damages and expenses (including reasonable attorney’s’ fees) arising from any claim or action taken against Empyr by any third party resulting from or relating to (a) any gross negligence or willful misconduct by Advertiser relating to this Agreement, or (b) any breach or alleged breach by Advertiser of any of its representations, warranties or obligations by Advertiser under this Agreement, including but not limited to its confidentiality obligations and PCI Compliance; provided that Empyr must (i) give Advertiser prompt written notice of all such claims or actions instituted against it, and (ii) provide Advertiser with the opportunity to elect to take over, settle or defend such claims or actions through counsel of Advertiser’s own choice and under Advertiser’s sole discretion and at its own expense.

11.2.Indemnification by Empyr.  Empyr shall defend, indemnify and hold Advertiser, its officers, directors, affiliates, and employees harmless from and against any and all losses, liabilities damages and expenses (including reasonable attorney’s’ fees) arising from any claim or action taken against Advertiser by any third party resulting from or relating to (a) any gross negligence or willful misconduct by Empyr relating to this Agreement, or (b) any breach or alleged breach by Empyr of any of its representations, warranties or obligations under this Agreement by Empyr, including, but not limited to, a breach of its confidentiality obligations and PCI Compliance; provided that Advertiser must (i) give Empyr prompt written notice of all such claims or actions instituted against it, and (ii) provide Empyr with the opportunity to elect to take over, settle or defend such claims or actions through counsel of Empyr’s own choice and under Empyr’s sole discretion and at its own expense.

11.3.Settlement.  The indemnifying party shall not compromise or settle any claim in a manner which affects the indemnified party’s rights, makes admissions on the indemnified party’s behalf or obligates the indemnified party to take or not take any action, including without limitation the payment of money, without the indemnified party’s prior written approval, which shall not be unreasonably withheld or delayed.

12.Limitation of Liability:

12.1.Indirect Damages.  EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR A BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUCH AS, BUT NOT LIMITED TO, COMPENSATION OR DAMAGES FOR LOSS OF PRESENT OR PROSPECTIVE PROFITS OR REVENUES, LOSS OF ACTUAL OR ANTICIPATED PROFITS, INVESTMENTS OR COMMITMENTS MADE IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH THE PERFORMANCE OF OBLIGATIONS HEREUNDER.

12.2.Liability Cap.  EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, A BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN AN AMOUNT IN THE AGGREGATE GREATER THAN 12 MONTHS’ WORTH OF FEES UNDER THE AGREEEMENT, EVEN IF NOT PAID BY ADVERTISER

12.3.Card Network / Processor.  Card Network / Processor will not be liable under any circumstances for (i) the release of or misuse of data provided under this authorization and used in connection with EMPYR PLATFORM transactions by consumers, EMPYR, ADvertiser, PUBLISHERS or subcontractors or agents of any of the foregoing parties; (ii) any errors by or arising from the acts or omissions of consumers, EMPRY, advertiser, Publishers or subcontractors or agents of any of the foregoing parties in connection with an empyr platforms transaction.

12.4.Applicability.  THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT.  IF APPLICABLE LAW PRECLUDES A PERSON FROM DISCLAIMING A PARTICULAR KIND OF DAMAGE OR TO CAP THE LIABILITY FOR CERTAIN TYPES OF ACTIONS OR CLAIMS, THEN THE ABOVE PROVISIONS SHALL BE DEEMED AMENDED TO CONFORM WITH APPLICABLE LAW AND THE BALANCE OF THIS SECTION SHALL REMAIN IN FULL FORCE AND EFFECT.

12.5.Allocation of Risk.  THE PARTIES HAVE FULLY CONSIDERED AND FIND REASONABLE THE FOREGOING ALLOCATION OF RISK, AND THE FOREGOING LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

13.Miscellaneous:

13.1.Relationship of the Parties.  The parties will at all times act independently, and their relationship will be that of independent contractors.  No agency, partnership, joint venture or similar relationship shall be deemed to be created by this Agreement or by any other document or dealings between the parties.  Neither party will have the right to create any obligation or duty, express or implied, on behalf of the other party.

13.2.Assignment.  Except as otherwise expressly provided under this Agreement neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred (whether voluntarily, by operation of law or otherwise), without the prior express written consent of the other party; provided, however, that either party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business, or in the event of its merger, consolidation, change in control or similar transaction.  Any permitted assignee shall assume all obligations of its assignor under this Agreement.  Any purported assignment or transfer in violation of this Section 13.2 shall be void.

13.3.No Waiver.  The failure of either party to enforce at any time or for any period any of the provisions of this Agreement shall not be construed to be a waiver of those provisions or of the right of that party thereafter to enforce each and every provision hereof.

13.4.Notices.  Except where provided otherwise, notices hereunder shall be in writing and shall be deemed to have been fully given and received when sent electronically by Email, delivered by hand, sent by nationally recognized overnight courier, or sent by registered or certified mail, return receipt requested, postage prepaid, and properly addressed to the offices of the respective parties.

13.5.Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the State of Texas, without reference to rules regarding conflicts of law.

13.6.Severability.  If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the parties, the parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.

13.7.Force Majeure.  The parties to this Agreement shall be excused from any performance required hereunder (except the obligation to tender payments) if such performance is rendered impossible or unfeasible due to any catastrophes or other major events beyond their reasonable control, including without limitation, war, riot and insurrection; laws, proclamations, edicts, ordinances or regulations; strikes, lockouts or other serious labor disputes; earthquakes, floods, fires, explosions or other natural disasters.  When such events have abated, the parties’ respective obligations hereunder shall resume.

13.8.Headings.  The title of the various sections of this Agreement are used for convenience of reference only and are not intended to and shall not in any way enlarge or diminish the rights or obligations of the parties or affect the meaning or construction of this document.

13.9.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

13.10.Entire Agreement.  The Agreement is the complete statement of the agreement between the parties concerning the subject matter hereof.  The Agreement constitutes the entire agreement and final understanding of the parties with respect to the subject matter hereof and supersedes and terminates any and all prior or contemporaneous negotiations, representations, understandings, discussions, offers or agreements between the parties, whether written or verbal, express or implied, relating in any way to the subject matter hereof.  This Agreement is intended by the parties to be a complete and wholly integrated expression of their understanding and agreement, and it may not be altered, amended, modified or otherwise changed in any way except by a written instrument, which specifically identifies the intended alteration, amendment, modification or other change and clearly expresses the intention to so change this Agreement, signed by authorized signers of Empyr and Advertiser.

14.Defined Terms

14.1.“Advertiser” means company or brand contracting with Empyr to conduct campaigns to reach and engage consumers to drive purchases.

14.2.“Affiliate” means any person or entity which controls, is controlled by or is under common control with the subject entity, due to ownership or control of more than fifty percent (50%) of the equity securities of the subject entity entitled to vote in the election of directors, or otherwise having the power to control the management and policies of the subject entity.

14.3.“Campaign” means advertising, promotional, or marketing campaigns featuring Offers enabled by the Empyr Platform so as to allow consumers to link Offers to a registered payment card in order earn the reward as described in the Offer terms and conditions.

14.4. “Empyr Platform” means the technology and platform (including software, servers, website(s), and associated user interface) through which Empyr and its Publisher performs the services described in the Agreement.

14.5.“Financial Institutions” means those financial services institutions that have arrangements with Empyr or Publishers to facilitate the services described in the Agreement.

14.6.“Marketing Fee” means the marketing fee as described in the IO.  For clarity, the Marketing Fee is separate from the Offer advertised to the consumer.

14.7.“IO” means a mutually agreed insertion order or other written instrument that incorporates these Terms, under which Empyr will perform the services specified therein.

14.8.“Offer” means an advertising, marketing, or promotional offer pursuant to which an Advertiser agrees to credit the Redemption Value to consumers who make an eligible Redemption with a linked payment card.

14.9.“Offer Listing” means a web page, links, or other information about a CLO that the Advertiser makes available for presentation to consumers on the Empyr Platform.

14.10.“Party” refers to the Advertiser, Empyr, and Publisher and collectively (“Parties”).

14.11.“Payment Processor” means the company or companies authorized by a merchant to collect, process, or settle payment card transactions.

14.12.“Redemption” (and variations thereof) means the act of consummating a purchase of goods or services as advertised in, and in accordance with the terms and conditions of the Offer.

14.13.“Redemption Matching” means the act of identifying Qualified Purchases by validating the occurrence of a Redemption by matching transaction data with the terms and conditions of the Offer as defined by the Advertiser in the IO.

14.14.“Redemption Value” means the value of the reward available to a consumer upon Redemption of an Offer.

14.15. “Settlement Funds” means cash funds collected from Advertiser to be credited to consumers’ accounts of validated Redemptions.