Effective Date: 4/30/2026
Company Name: FOCOGOPASS (“Company”)
Program Name: FOCOGOPASS (“Program”)
1. Overview of the Program
The Program is a membership-based discount network that promotes participating local businesses (“Partner Businesses”) to paying members (“Cardholders”). Partner Businesses agree to provide a specified discount or offer (“Offer”) to Cardholders at the point of sale in exchange for promotional exposure through the Program.
Participation is voluntary and free of upfront monetary cost.
2. Business Enrollment
By enrolling in the Program, the Partner Business agrees to:
- Provide accurate and complete business information
- Select and clearly define an Offer for Cardholders
- Honor the Offer as presented in Program materials
The Company reserves the right to approve, reject, or remove any Partner Business at its sole discretion.
3. Offer Requirements
Partner Businesses must:
- Clearly define the Offer (e.g., percentage discount, BOGO, or free add-on)
- Apply the Offer consistently to all valid Cardholders
- Disclose any restrictions (e.g., exclusions, time limitations) at the time of enrollment
Offers must not be misleading, conditional beyond stated terms, or inconsistently applied.
4. No Upfront Fees
There is no cost to join the Program. The Partner Business acknowledges that its participation constitutes an agreement to provide the Offer to Cardholders as the sole form of compensation to the Company.
5. Redemption of Offers
- Offers must be honored upon presentation of a valid Program card (digital or physical)
- Verification methods may include visual inspection, QR code scan, or other reasonable validation
- The Partner Business is responsible for training its staff to recognize and honor valid cards
Failure to honor valid Offers may result in removal from the Program.
6. Marketing & Promotion Rights
By participating, the Partner Business grants the Company a non-exclusive, royalty-free license to:
- Use the business name, logo, and publicly available branding assets
- Promote the business and its Offer via website, social media, print, and digital materials
The Company agrees not to misrepresent the Partner Business or its Offer.
7. No Guaranteed Results
The Company does not guarantee:
- Customer traffic
- Sales volume
- Revenue increases
The Program is a marketing channel, and results may vary.
8. Term and Termination
- Participation is month-to-month unless otherwise agreed
- Either party may terminate participation at any time with written notice (email sufficient)
- Upon termination, the Company will remove the business from active promotions within a reasonable timeframe
The Partner Business agrees to honor Offers for any Cardholders who purchased prior to removal for up to [30 days] after termination, unless otherwise agreed.
9. Modifications to Offers
- Partner Businesses may request changes to their Offer by submitting written notice.
- Changes will not take effect until confirmed and updated by the Company.
10. Conduct and Program Integrity
The Partner Business agrees to:
- Treat Cardholders fairly and without discrimination
- Not impose undisclosed conditions or limitations
- Maintain professional and lawful business practices
The Company reserves the right to remove any business that damages the integrity or reputation of the Program.
11. Limitation of Liability
To the fullest extent permitted by law:
- The Company is not liable for any disputes between Partner Businesses and Cardholders
- The Company is not responsible for losses, damages, or claims arising from transactions between Partner Businesses and customers
Participation is at the Partner Business’s own risk.
12. Indemnification
The Partner Business agrees to indemnify and hold harmless the Company from any claims, damages, or liabilities arising from:
- The Partner Business’s products or services
- Failure to honor Offers
- Violations of applicable laws or regulations
13. Independent Relationship
- Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
- The Partner Business operates independently at all times.
14. Governing Law
These Terms shall be governed by the laws of the State of Colorado, without regard to conflict of law principles.
15. Updates to Terms
The Company may update these Terms from time to time. Continued participation in the Program constitutes acceptance of any revised Terms.
16. Acceptance of Terms
By enrolling in the Program, the Partner Business acknowledges that it has read, understood, and agrees to these Terms & Conditions.
17. Retail Sales by Partner Businesses
17.1 Authorization to Sell
The Company may, at its sole discretion, authorize certain Partner Businesses (“Retail Partners”) to sell Program memberships/cards directly to customers at their physical location. Participation as a Retail Partner is optional and may be revoked at any time.
17.2 Pricing and Sales Terms
- Retail Partners agree to sell memberships at the Company’s established retail price (“Retail Price”), unless otherwise authorized in writing (e.g., promotional pricing).
- Retail Partners may not discount, bundle, or modify pricing without prior written approval from the Company.
- All representations about the Program must be accurate and consistent with official Company materials.
17.3 Inventory and Distribution
- The Company may provide physical cards, digital access codes, or both.\
- All inventory remains the property of the Company until sold to a customer.
- Retail Partners agree to safeguard inventory and prevent loss, theft, or unauthorized distribution.
- The Company may limit quantities or require periodic inventory reconciliation.
17.4 Activation and Fulfillment
- Retail Partners must follow the Company’s activation procedures at the time of sale (e.g., scanning QR codes, issuing digital access, or registering the card).
- Failure to properly activate a card may result in customer service issues for which the Retail Partner may be held responsible.\
- Retail Partners shall provide customers with any required instructions or materials at the point of sale.
17.5 Revenue Share / Compensation\
- Retail Partners may receive a per-unit commission or revenue share (“Retail Commission”) as determined by the Company.
- Commission structure, if applicable, will be communicated separately in writing.
- Payments to Retail Partners will be made on a [weekly/biweekly/monthly] basis, subject to reconciliation of sales records.
17.6 Payment Handling
- Retail Partners collecting payment from customers must:
- Accurately record each transaction
- Remit the Company’s portion of proceeds within the agreed timeframe
- Alternatively, the Company may require all sales to be processed through Company-controlled payment systems.
17.7 Returns and Refunds
- Retail Partners may not independently issue refunds unless authorized by the Company.
- All refund requests must be directed to the Company and handled in accordance with the Program’s refund policy.
17.8 Marketing and Display
- Retail Partners agree to display Program materials (e.g., signage, counter cards) in a visible and professional manner.
- The Company may provide branding guidelines that must be followed.
- Retail Partners may not create or distribute unauthorized marketing materials using the Program’s name or branding.
17.9 Staff Training
- Retail Partners are responsible for ensuring staff understand:
- The value of the Program
- How to explain it accurately
- How to complete a proper sale and activation
17.10 Compliance and Misconduct
The Company reserves the right to suspend or terminate Retail Partner status for:
- Misrepresentation of the Program
- Unauthorized pricing or promotions
- Failure to remit funds
- Mishandling of inventory
- Repeated customer complaints
17.11 Termination of Retail Sales Privileges
- Retail sales privileges may be terminated at any time by either party.
- Upon termination, the Retail Partner must return unsold inventory or follow Company instructions for disposal or reconciliation.
17.12 Independent Capacity
Retail Partners act as independent sellers and are not agents, employees, or legal representatives of the Company. Nothing in this section creates a partnership or fiduciary relationship.