Partner Terms (B2B)
These Partner Terms (the "Partner Terms") govern the relationship between Konatamo LLC ("satooB", "we", "us", "our") and any business entity that accesses the Service to administer one or more loyalty programs ("Merchant", "you", "your"). They are an addendum to the Master Terms of Service (the "Master Terms") and do not replace them.
In the event of conflict between these Partner Terms and the Master Terms, these Partner Terms prevail with respect to the Merchant relationship. Capitalised terms not defined here have the meaning given to them in the Master Terms.
1. Incorporation by reference
The Master Terms, the Acceptable Use Policy, the Privacy Policy, the Refund Policy, the Data Processing Agreement, and the published Subprocessors list are each incorporated into these Partner Terms by reference and form an integral part of the agreement between you and Konatamo LLC.
2. Merchant eligibility
In addition to the eligibility requirements set out in Section 3 of the Master Terms, to use the Service as a Merchant you must:
- be a legal entity duly registered and in good standing in a supported jurisdiction (United States, Canada, the United Kingdom, or the European Economic Area);
- complete and pass the Know-Your-Business ("KYB") verification before activation, including, where required, identification of beneficial owners and authorised representatives;
- operate in a permitted business category as set out in the Acceptable Use Policy;
- designate at least one authorised representative empowered to bind the entity contractually.
We may, at our sole discretion and from time to time, expand or restrict the list of supported jurisdictions and permitted categories. Existing Merchants will be given at least 60 days' notice before any restriction adversely affecting their account takes effect.
3. Account onboarding & KYB
Account activation is conditional on successful completion of the KYB process. You agree to provide accurate and complete information regarding your entity, its beneficial owners (where applicable), and its authorised representatives, and to keep that information current.
We may rely on third-party providers (registered intermediaries, public registries, sanctions screening providers) to perform KYB checks. We may also re-run KYB checks periodically or in response to material changes to your account, your business, or your country of operation.
If KYB cannot be completed within thirty (30) days of account creation, we may suspend or close the account.
4. Commercial terms & billing
4.1 Pricing
Pricing is published at /pricing and incorporated into these Partner Terms. The published rates apply unless otherwise agreed in writing in a separate order form.
4.2 Billing & payment
Fees are billed in arrears on a monthly cycle. Unless otherwise stated on the order form or invoice, fees are payable net thirty (30) days from the invoice date by credit card, debit card, or wire transfer through our payment processor (Stripe Payments).
You are responsible for all taxes (including VAT, GST, and sales tax) applicable to your purchase, except for taxes assessed on our net income. Where required by law, we will collect and remit such taxes on your behalf and reflect them on the invoice.
4.3 Late payment
Invoices not paid by the due date may, after seven (7) days' written notice, accrue interest at the lower of (i) one and a half percent (1.5%) per month, or (ii) the maximum rate permitted by applicable law. We may also suspend access to the Service for material payment default until amounts due are paid in full. Suspension does not relieve you of accrued payment obligations.
4.4 Invoice disputes
You must dispute any invoice in writing within thirty (30) days of the invoice date, failing which the invoice will be deemed accepted. Disputes received within that window will be reviewed in good faith and resolved in accordance with Section 14 (Dispute resolution).
5. Refund policy
Refund eligibility, processing windows, and exclusions are set out in our Refund Policy, which is incorporated by reference. Refund claims must be submitted through the support channel set out in Section 13.
6. Voucher acceptance obligations
6.1 Honour valid Vouchers
You agree to honour any Voucher properly issued by an End-User against your loyalty program at the point of sale, in accordance with the rules you have configured in the Service. Refusing to honour a valid Voucher is a material breach of these Partner Terms.
6.2 Settlement
Vouchers redeemed at your point of sale represent commercial discounts that you grant directly to your customers. Internally, the Service maintains a double-entry ledger that reflects the corresponding deductions on your reserve and credits to End-User satoPOINTS balances. Settlement of the underlying commercial discount is performed by you at point of sale; satooB does not collect, hold, or transmit the discounted amount.
A monthly clearing report is made available in your dashboard summarising the activity of the previous calendar month and reconciling the ledger with your point-of-sale records.
6.3 Discrepancy reporting
You must report any discrepancy between the clearing report and your point-of-sale records within seven (7) days of the report being made available. Reports received within that window will be investigated in good faith. Reports received after that window will be considered on a best-effort basis only.
7. Data processing
When the Service processes personal data of your customers (e.g. End-Users participating in your loyalty program), we act as a processor and you act as the controller within the meaning of the EU General Data Protection Regulation 2016/679 ("GDPR") and equivalent legislation in the United Kingdom.
The terms of our processing are set out in the Data Processing Agreement. The DPA is automatically applicable to your account when you process personal data of EU or UK residents through the Service. A signed copy of the DPA is also available for download from /legal/dpa.
Our subprocessors are listed at /legal/subprocessors. We will provide at least thirty (30) days' notice before adding or replacing a subprocessor, during which you may object on reasonable grounds. If we cannot resolve the objection by re-routing processing or by other reasonable means, you may terminate the affected portion of the Service for cause.
8. Service levels
8.1 Target availability
We target a monthly availability of 99.9% for the production environment of the Service, measured as the percentage of minutes during which the Service responds successfully to authorised requests, excluding scheduled maintenance windows and force majeure events.
Failure to meet the target in any given month does not give rise to a payment refund automatically; however, sustained or material under-performance may constitute a material breach for the purposes of Section 10 (Termination).
8.2 Maintenance windows
Scheduled maintenance is performed outside core business hours of your country of operation where reasonably practicable, and is communicated in-app and by email to the technical contact registered on your account at least 48 hours in advance, except for emergency maintenance that addresses security or stability risks.
8.3 Support
Support is provided in English and French, in writing, through the in-app contact form and the dedicated support email support@satoob.com. Target first-response times are documented at /pricing and depend on your subscription tier. Out-of-hours support is provided on a best-effort basis only.
9. Confidentiality
Each Party may disclose to the other ("Disclosing Party" / "Receiving Party") information that it considers confidential, including (without limitation) commercial terms, business strategy, customer data, technical roadmaps, and security practices ("Confidential Information").
The Receiving Party agrees to: (i) use the Confidential Information solely to perform under these Partner Terms; (ii) protect it with at least the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care; (iii) not disclose it to any third party except to its employees, contractors, and advisers on a need-to-know basis under equivalent obligations of confidentiality; (iv) on termination, return or destroy the Confidential Information upon written request, except as required for record-keeping under applicable law.
The obligations in this Section 9 survive termination of the relationship for a period of three (3) years, except that obligations relating to trade secrets survive for as long as the information remains a trade secret under applicable law.
10. Termination
10.1 For cause
Either Party may terminate the relationship for cause upon written notice if the other Party materially breaches these Partner Terms (or any document incorporated by reference) and fails to cure that breach within thirty (30) days of receiving written notice describing the breach in reasonable detail. Where the breach is incurable, termination is effective immediately.
We may also terminate immediately, without cure period, where: (i) you violate the AUP; (ii) your continued use of the Service creates legal or operational risk; (iii) you become subject to insolvency, bankruptcy, receivership, or similar proceedings.
10.2 For convenience
You may terminate the relationship for convenience at any time upon written notice. Termination is effective at the end of the then-current billing cycle, unless an earlier date is agreed in writing.
We may terminate the relationship for convenience upon sixty (60) days' written notice.
10.3 Effects of termination
Upon termination:
- all access rights to the Service cease at the effective date;
- you must pay any outstanding invoices and any pro-rated fees for usage prior to termination;
- for thirty (30) days following termination we will make your data export available through the dashboard or, where this is not technically practicable, by request to support;
- after the export window, we will delete or anonymise your data in accordance with the Privacy Policy and the DPA, except where retention is required by law (e.g. tax, accounting, or anti-money-laundering record-keeping obligations);
- surviving sections of the Master Terms and these Partner Terms (Sections 7, 9, 11, 12, 13, 14, 15) survive termination.
11. Indemnification
The mutual indemnification framework of Section 12 of the Master Terms applies. In addition, you agree to indemnify, defend, and hold harmless Konatamo LLC, its affiliates, officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
- any third-party claim that any content you uploaded to the Service (including logos, copy, campaign assets, product images) infringes a third party's intellectual property rights, right of publicity, or right of privacy;
- any third-party claim arising out of your offline conduct in honouring (or refusing to honour) Vouchers at point of sale;
- any breach by you of the Acceptable Use Policy;
- any tax assessment for which you are responsible under Section 4.2.
12. Limitation of liability (B2B-adjusted)
The limitation of liability framework of Section 11 of the Master Terms applies, with the following adjustments for the B2B relationship:
- The aggregate liability cap is the total fees paid or payable by you to us under these Partner Terms during the twelve (12) months preceding the event giving rise to the claim.
- The exclusions for indirect, consequential, incidental, and special damages apply mutually between you and us.
- The carve-outs of Section 11 of the Master Terms (gross negligence, wilful misconduct, fraud, indemnification obligations, mandatory law) apply equally here.
13. Governing law
These Partner Terms are governed by and construed under the laws of the State of New Mexico, USA, without regard to its conflict-of-laws principles.
The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
14. Dispute resolution
14.1 For Merchants in the United States
Any dispute arising out of or related to these Partner Terms or the Service will be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The seat of arbitration shall be Albuquerque, New Mexico. The language of the arbitration shall be English.
14.2 For Merchants outside the United States
Notwithstanding Section 14.1, where you are established outside the United States we agree, at your option, to submit any dispute to the exclusive jurisdiction of the courts of New Mexico, USA, or to AAA arbitration in accordance with Section 14.1. Where local law mandates a specific forum for B2B disputes (for example, a national commercial court), that local mandatory forum applies.
15. Marketing rights
You grant Konatamo LLC a worldwide, non-exclusive, royalty-free licence to use your trade name and logo solely to identify you as a customer of satooB, including on the satooB website, on customer-facing marketing materials, and in case studies. You may revoke this licence at any time by sending a written request to marketing@konatamo.com; we will then remove your trade name and logo from public-facing materials within thirty (30) days, except for materials already in print or distribution.
16. Notices
Legal notices to satooB must be sent in writing to: Konatamo LLC, 1209 Mountain Road Pl NE, Ste R, Albuquerque, NM 87110, USA, with a courtesy copy to legal@konatamo.com.
Legal notices to you will be sent to the contact and billing email addresses registered on your account, with priority to the contact registered as your authorised representative for legal matters. You are responsible for keeping these contact addresses current.