Wah! SMARTDEALS - Vendor Terms of Service

Effective date: October 7, 2026

These Vendor Terms of Service ("Terms") govern vendor access to the Wah! SMARTDEALS platform and related services ("Platform"), operated by WahSmartDeals LLC ("Wah!", "we", "us", "our"). The Vendor Privacy Policy, Cookie Policy, and Disclaimer are incorporated by reference. The Community and Review Guidelines, Refunds and Cancellations summary and Copyright Notice also apply to your use of the Platform.

You accept these Terms by affirmatively indicating your agreement - for example, by checking an "I agree" box or tapping to accept - when you register a vendor account or complete vendor onboarding, and by continuing to use the Platform (subject to Section 25 for material changes). The individual accepting represents that they are at least 18 and are authorized to bind the vendor business. PLEASE READ SECTION 21 (ARBITRATION AGREEMENT AND CLASS ACTION WAIVER) CAREFULLY - IT REQUIRES MOST DISPUTES TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION UNLESS YOU OPT OUT.

1. Independent contractor status

Vendors are independent businesses and not employees, partners, franchisees, joint venturers, or agents of Wah!. You are solely responsible for your operations, services, workforce, equipment, taxes, licensing, insurance, and regulatory compliance.

2. Eligibility, registration, and account security

You must provide accurate registration and profile information and keep it current. Each phone number may be associated with only one account and one role - vendor or customer, not both. Access is secured through one-time passcodes and session tokens; optional biometric login unlocks a session credential stored locally on the device. A business account is a single login: Wah! does not offer separate staff logins or roles. You are responsible for all activity under your account, and you may not share account credentials or allow unauthorized access. Notify us promptly of any suspected unauthorized access.

3. Vendor verification and compliance review

Before you may publish deals, Wah! staff review your account and verify the documents you upload. A business licence is required; a food permit is required for food businesses; proof of insurance is optional. Wah! may approve or reject an application. A rejected business may resubmit. Changes to your profile or address require renewed review and approval. For a document that has an expiry date, Wah! sends notices 30 days and 7 days before it expires, and live deals are paused automatically when a required document lapses. We may suspend publishing rights or account access if documents are missing, invalid, expired, or inconsistent. We may verify, re-verify, and audit your information at any time, and changes to certain details (such as business name, address, category, licensing, or tax identification) may require renewed review and approval. Wah! staff may also create a business account on your behalf and run the deal wizard for you; you remain responsible for what is created in your name.

4. Representations, warranties, and ongoing compliance

You represent and warrant that you are a lawfully operating business; that you hold and will maintain all required licenses, permits, certifications, insurance, and bonding for your goods and services; and that you comply with all applicable laws. Without limiting the foregoing, you will comply with: food-safety, health-code, sanitation, labeling, and allergen-disclosure requirements for food and beverage; trade and contractor licensing for home-improvement and other services; and consumer-protection, marketing, telemarketing, and privacy laws for your offers and for how you contact customers. You will perform services in a professional and workmanlike manner.

5. Platform role and no guarantee

Wah! provides marketplace technology only and is not the seller, merchant of record, or provider of vendor goods or services. Wah! does not guarantee lead volume, coupon claims or conversion, sales, ratings, placement, campaign continuation, notification delivery or reach, or profitability. Any customer counts, savings figures, or performance examples shown in Wah! marketing materials are illustrative only and are not a promise of results.

6. Category availability and exclusivity

For Sponsor deals, Wah! offers a limited form of category exclusivity within a community: one business per category per community. It is applied automatically while a Sponsor deal is approved, published or paused. Wah! staff choose the communities where a deal runs, and staff may override the rule with a written reason. Retail and Treat deals are not exclusive. Any exclusivity is a revocable benefit Wah! confers, is not guaranteed, may change, and ends when the deal ends or is deactivated, and on suspension or non-performance. It does not restrict you from selling your goods or services elsewhere or off-platform.

7. Deals, publishing, and obligations

Wah! currently offers two deal types: Sponsor and Treat. Retail deals are parked: no new retail deal can be created, and retail appears only in past records. Deals are subject to administrative review and approval before they are published. A Sponsor deal is free to the member, and a card on file is required to submit one. A Treat is created by Wah! staff and needs no card (see below). You must pay any applicable fees and must publish accurate offers and honor published terms, availability, pricing, and redemption rules. Misleading pricing, fake discounts, bait-and-switch, non-fulfilment, duplicate abuse, and unauthorized policy circumvention are prohibited. Deal types and features available to you depend on what is enabled on the Platform and may be added or changed over time.

Sponsor deal limits. Currently, a Sponsor deal asks for between 25 and 1,000 leads in steps of 25, runs for 7, 14, 21 or 30 days, and must start at least 7 days out. A member cannot hold a live coupon on two live deals of the same business unless that business allows multiple locations. A member may cancel a coupon (up to 2 cancellations per deal). A cancelled Sponsor coupon does not reopen the deal's spot, and a Sponsor coupon that expires unused never reopens the spot.

Treat deals. A Treat is a free, one-time community event that Wah! pays for. Wah! staff create it for your business; you do not need a card on file for it. The member pays nothing and gives nothing, and you see only a shortened name (such as "First L."). Wah! pays you the agreed price for each coupon that is scanned, once, after the Treat has ended and no coupon is still live. Payment is made by invoice, outside the app, and Wah! tells you in the app when the invoice is marked paid. A Treat with no scanned coupons is not paid. No payment-term period is set in these Terms. A Treat coupon lasts until the event ends, with no grace days. A Treat earns the member no points. Treat reviews are kept.

Deal lifecycle. A deal moves through these statuses: draft, under review, approved, rejected, published, paused, deactivated and expired. A draft deal may be edited before submission. A draft deal may be deleted only if no coupon has ever been generated against it; once any coupon exists (regardless of its status), the deal cannot be deleted and may only be archived, and its records are retained for audit, dispute-resolution, and compliance purposes. You can pause, resume or deactivate a deal in the app; a one-time code is needed to pause or deactivate. Deactivating is final: active coupons are cancelled, affected members are told, and lead fees already charged are not refunded. A pause applied by Wah! staff can be lifted only by staff. On a live Sponsor deal you can change only the description, the picture, the auto top-up setting, a later end date, a longer coupon length and a higher lead cap. The price per lead is locked from approval. An expired Sponsor deal may be re-run by cloning it, which starts a new deal subject to fresh review and charged per lead like any new deal.

Visits and appointments. A Sponsor deal works in one of two ways: walk-in or by appointment. For a walk-in deal, the member chooses a visit date and time inside your open hours, and the coupon length is set per deal (3, 7, 14 or 30 days; the default is 7). For a by-appointment deal, you set each customer's appointment time in the app; the coupon lasts 30 days from the claim, and you may extend it once, to at most 60 days from the claim. When a time is set or changed, Wah! emails a calendar invite to the member (if she has a real email address) and to you. Wah! sends the member reminders before the visit and sends you nudges: to set a time at days 3, 7 and 14 after the claim, and to scan at days 1, 3 and 7 after the visit. Wah! staff are alerted if no time is set after 14 days, or if the coupon is still unscanned 3 days after the visit. A visit is completed only when you scan the member's coupon or type its code. You see the coupon code only after it has been redeemed.

You must honor every coupon a customer validly redeems while a deal is active. Wah! may cancel unredeemed coupons when a deal or account is deactivated and notify affected customers; you are not required to honor coupons that have been cancelled.

8. Fees, wallet, and recovery rights

Sponsor deals run on a prepaid wallet balance. The fee is a per-lead fee. A lead is generated when a community member takes your offer and a coupon is issued to them. The per-lead price is set by Wah! for each category (not by you), is disclosed in-product before you submit, and is stamped on the deal at submission so later price changes do not alter a running deal. If the price changes before you submit a draft, you must confirm the new price. Leads are bought in blocks of 25. The first 5 leads are free and apply to your first approved Sponsor deal only; they count inside the first block of 25, so the first paid block buys 20 leads. The free leads are lost for good if that deal expires or is deactivated, or if Wah! staff mark them forfeited. Later blocks, and blocks for later deals, are 25 leads each. All charges are in US dollars.

Approving your first Sponsor deal charges nothing. When a later Sponsor deal is approved, Wah! charges one block; if your card is declined, the deal is sent back as rejected ("Card declined"). Once the free leads on your first deal are used, the first paid block is bought automatically, whatever your automatic top-up setting. Where automatic top-up is enabled, Wah! purchases the next block on your behalf when remaining leads fall to the disclosed threshold, up to the maximum you set for that deal. A lead is charged to your wallet when the coupon is generated, not when it is scanned, and a coupon that expires unredeemed remains a charged lead. If a member cancels a coupon and takes it again, you are not charged again. You can top up the wallet manually from $10 to $500, and the wallet holds at most $1,000. No per-redemption commission is charged, and Wah! takes no share of your sales. Wah! may introduce, modify, or remove fee types prospectively with in-product disclosure.

Fees are non-refundable. Except where required by law or expressly stated by Wah! in writing, all platform fees for delivered leads are earned when charged and are non-refundable. A lead is a purchase of an introduction to a community member - it is not a purchase or guarantee of attendance, sales, or revenue, and Wah! does not guarantee that any lead will attend, purchase, or return. No refund or credit is due if a deal underperforms, is paused, edited, deactivated or archived by you, or if a coupon expires unredeemed, is cancelled, or is a no-show. Promotional wallet credits granted by Wah! (such as onboarding credits) have no cash value, cannot be withdrawn, may be applied before paid balance, and may be forfeited on account closure or termination.

Withdrawing unused money. You may withdraw unused wallet money at any time, in full or in part. A withdrawal is a refund to the card that paid; it is never paid to a bank account. The amount you can withdraw is your real balance minus money committed on your approved, published or paused deals. Promotional credit is excluded. Leads you paid for but did not use are not refunded automatically: when a Sponsor deal ends, the unused paid leads become free to withdraw, and this release waits until no coupon from the deal is still live.

Declined card or empty wallet. If your card is declined or your wallet cannot cover the next block, your deal keeps running on the leads you have already bought. New members who want the offer join an ordered waitlist instead of receiving a coupon; joining the waitlist reserves nothing and gives a member no entitlement. You see waitlisted members as first name, last initial and community only; contact details stay locked. You have 48 hours to buy leads for the waitlist. After that the deal is set to expired, leaves the feed, and its category opens to other businesses. Coupons already issued still work.

Wah! may require a top-up, and you may enable automatic or manual top-up. If a dispute or adjustment takes your balance negative, you must promptly restore it. Wah! may also offset, withhold, or recover unpaid fees, fraud losses, or any amounts you owe Wah! from your wallet and from current or future amounts payable to you, and may apply such recovery across your current or future accounts with Wah!. You may dispute a specific fee by emailing admin@wahsmartdeals.com promptly after you see it, and we will review it.

Disputes and chargebacks on payments to Wah!. Wah! may reverse or adjust wallet credit and recover amounts owed if a payment is disputed, reversed or charged back. A card dispute or refund on a top-up reverses the wallet credit and can take the wallet negative.

Customer refunds and chargebacks. Customer refunds and chargebacks for what a customer buys from you are handled directly by you, off the Platform (including via your own payment processor or in cash). You are solely responsible for them and for any related fees; Wah! does not process customer refunds on your behalf and does not hold customer payments from which to deduct them.

9. Payments and Stripe

Wah! is not the merchant of record and does not hold, escrow, or collect customer payments for vendor sales. A Sponsor or Treat coupon is free to the member, and anything a customer buys from you is paid to you directly. Wallet top-ups, lead block purchases and withdrawals are made with a payment card through our third-party payment processor (Stripe), subject to the processor's terms. You enter your card on Stripe's secure page and Stripe stores it; Wah! never sees or stores your card number or security code, and keeps only Stripe's reference IDs, the card brand, the last four digits and the expiry month and year. Stripe's own checks, holds, and delays on your card or on refunds apply directly between you and Stripe, and a Stripe decline, hold, or delay is not a breach by Wah!. You must provide accurate information to Stripe and keep it current. Wah! does not currently pay you through Stripe Connect or by bank transfer for Sponsor or Treat deals; money returned to you goes back to the card that paid, and Treat payments are made by invoice as described in Section 7.

10. Taxes and reporting

You are solely responsible for determining, collecting, reporting, and remitting all taxes on your goods and services. Wah! does not collect or remit sales tax on your behalf; the Platform may display tax as a separate line based on information you provide, but you remain solely responsible for collection and remittance, except where Wah! is explicitly required by applicable law to collect or remit and states so in writing. You are responsible for your own taxes, including on any Treat payment you receive. Wah! will issue tax forms where the law requires it. You will indemnify Wah! for tax obligations arising from your sales.

11. Customer data - limited use and independent controller

Customer information you obtain through the Platform is limited-use data provided only to deliver the offer and follow up on it as described in these Terms. What you receive depends on the deal type (see the Vendor Privacy Policy, Section 2):

Reports and the CSV or PDF exports made from reports leave out member personal details; the lead list is the exception. After a member deletes her Wah! account, you see anonymised values in Wah!, but any copy you already downloaded or were sent stays with you and remains your responsibility.

You may use customer data only to deliver the offer, to follow up on it, and for lawful marketing that is consistent with the member's consent. You must use appropriate organizational, physical, and technical safeguards; must honor opt-outs and STOP requests directly; must not sell, share, scrape, or repurpose customer data for unauthorized marketing, profiling, or external resale; must notify Wah! immediately of any data breach involving customer data; must delete a member's data when she asks you to, including after she has deleted her Wah! account; and must delete customer data when it is no longer needed for these purposes, except where you must retain it by law. To the extent you retain customer data, you act as an independent controller responsible for your own compliance with applicable privacy laws.

12. Contacting customers (TCPA and marketing laws)

When you contact a customer, you are solely responsible for compliance with the Telephone Consumer Protection Act (TCPA) and all telemarketing, SMS, email, and marketing laws. You must honor any opt-out or do-not-contact request immediately. For a Sponsor lead, before the coupon is issued the member agrees to this wording (version 2026-10e): "I agree to the Wah! Terms of Service and Privacy Policy. I authorize Wah! to share my contact details and survey answers with {business}, and I authorize {business} to contact me by phone, text or email about this offer and future promotions. My consent is not a condition of any purchase. Message frequency varies, and message and data rates may apply. I can opt out at any time by replying STOP or using the unsubscribe link. {business} may feature my feedback in its social media. I may be invited to follow {business} and share a Google review. This is not tied to any reward." Wah! stores the wording version, text, time, IP address and device string for each claim. Under that consent you may contact her about the offer and your own future promotions by phone, text or email; you may use her details for that and nothing else, you must not sell, share or pass them on, every message must tell her how to opt out, and you must stop contacting her as soon as she replies STOP, unsubscribes, or Wah! passes on her request. Wah! has no automatic opt-out list for your messages: opt-outs are your responsibility, and a request a member sends to Wah! is forwarded to you by hand. You will indemnify Wah! for any claim arising from your communications with customers.

13. Reviews and content

You must not manipulate reviews, post or solicit fake ratings, offer or provide any payment, discount, or other incentive in exchange for a review (whether in-app or on any external site), or retaliate against customers for reviews. A Sponsor deal is your own brand promotion: members agree when they claim that you may use their in-app feedback about the visit in your social media and promotions, and the claim screen says so. You may not make a coupon, its redemption or the service depend on a follow, a Google review or any other review. You may provide a link to your external business profile (such as Google); where you do, the Platform may offer a customer, after a review, an optional step to also post there, on a voluntary, uncompensated basis. Nothing is earned for that step. If the customer taps Continue, Wah! records that she went, and you can see that record. You are solely responsible for your compliance with the external site's review and content policies.

Reviews on a published deal are public: anyone can read the reviewer's name as first name and last initial, profile picture, rating, comment, photos, and your reply. You can reply publicly (up to 1,000 characters) and can flag a review for one of the reasons offered in the app. A flagged review stays visible until Wah! staff decide to keep, remove or edit it; you cannot take a review down yourself. Wah! staff may hide a review. Wah! does not remove a review because it is negative, and moderation is limited to content that violates policy or law. A member cannot edit a 4 or 5 star review. A member may edit the wording of a 1 to 3 star review until the deal's expiry and may raise the star rating once, never lower it. If a member deletes her account, her reviews are hidden and her name, comment and photos are cleared. If Wah! deactivates your account, all reviews of your business are hidden, and they are restored if the account is reactivated. Ratings and reviews are customer content; Wah! is not responsible for their accuracy and does not guarantee any rating outcome.

AI helper. The Platform offers an optional AI helper that drafts wording for you. It runs only when you start it. It sends your business name, category, and deal name and description to Anthropic (Claude); for a review reply it also sends the review text (first 600 characters), the rating and the reviewer's name. You decide whether to use the wording it suggests, and you remain responsible for what you publish. Wah! does not use AI to moderate reviews or to detect fraud.

14. Intellectual property and content license

You retain ownership of vendor content you submit, but grant Wah! a worldwide, non-exclusive, royalty-free, sublicensable, revocable license to host, display, reproduce, adapt, and distribute your name, logo, trademarks, listings, and content to operate, market, and improve the Platform and your deals. On request, Wah! will remove specific content within a reasonable time, except as needed to wind down live deals and honor outstanding coupons.

15. Prohibited conduct

• Misrepresentation of service quality, licensing, insurance, or deal terms.
• Bypassing fee or policy controls by moving transactions off-platform where prohibited.
• Harassment, discrimination, coercion, or unsafe conduct toward customers or staff.
• Review manipulation, fake ratings, coupon fraud, multi-account abuse, or account sharing.
• Unauthorized use of customer data, or any unlawful, deceptive, or unsafe business practice.

16. Suspension, termination, closure, and wind-down

Wah! may suspend, restrict, or terminate vendor access for policy violations, legal/regulatory requirements, fraud risk, repeated customer harm, unresolved disputes, security concerns, or a reputational or "brand" event, with or without notice where permitted by law. When Wah! staff deactivate your account: (a) your live deals end; (b) active coupons are cancelled and affected customers are notified, and you must honor coupons customers validly redeemed before deactivation; (c) your wallet is frozen, and Wah! may apply it to fees, fraud losses, and amounts you owe under Section 8, with any remaining balance handled under Section 8 and not as an automatic refund; (d) your reviews are hidden, and restored if the account is reactivated; and (e) a card dispute, refund, or chargeback that arrives after termination is still handled under Section 8.

You can request closure of your business account in the app. A closure request is refused while any of your deals is live, any coupon is outstanding, or your wallet holds money. Wah! staff can remove a business only when it has no deals, no wallet transactions and a $0 balance; removal deletes the profile, documents, branches and wallet. Audit records are retained as required by law.

17. Customer disputes and refunds

Vendors are primarily responsible for resolving service disputes and honoring legally required refunds. Wah! may provide support tools but does not guarantee dispute outcomes and may act to protect users and platform integrity.

18. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." WAH! DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, PERFORMANCE, AND UPTIME.

19. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAH! SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION. WAH!'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL PLATFORM FEES PAID BY YOU TO WAH! IN THE THREE (3) MONTHS PRECEDING THE EVENT; OR (B) US$100. THIS LIMITATION DOES NOT APPLY TO YOUR INDEMNIFICATION OBLIGATIONS OR TO AMOUNTS YOU OWE WAH! UNDER THESE TERMS, AND NOTHING IN THIS SECTION LIMITS ANY NON-WAIVABLE RIGHTS UNDER APPLICABLE LAW.

20. Indemnity

You agree to defend, indemnify, and hold harmless Wah! and its affiliates, officers, directors, employees, and contractors from and against any claims, damages, losses, penalties, fines, and costs (including reasonable attorneys' fees) arising out of or relating to: your goods or services and your performance of any deal; personal injury, illness, foodborne illness, death, or property damage connected with your goods or services; your conduct, content, or marketing; your communications with customers (including under the TCPA); your taxes; your labor, employment, or workforce; your violation of law or third-party rights (including intellectual property); your misuse of customer data; or your breach of these Terms. This applies across all deal types. Wah!'s own gross negligence or willful misconduct is carved out. This Section is not subject to the limitation of liability in Section 19 and survives termination.

21. Arbitration agreement and class action waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND WAH! TO RESOLVE MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION.

(a) Informal resolution first. Before starting arbitration, you and Wah! will try to resolve the dispute informally. Send a written Notice of Dispute to admin@wahsmartdeals.com describing the claim and the relief sought, and allow sixty (60) days to resolve it. This is a precondition to arbitration.

(b) Agreement to arbitrate. Any dispute, claim, or controversy arising out of or relating to the Platform or these Terms will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or its Consumer rules where required by applicable law), as modified by this Section, and governed by the Federal Arbitration Act. As exceptions, either party may bring an individual claim in small claims court and may seek injunctive or intellectual-property relief in court. Unless agreed otherwise, hearings are by videoconference or telephone, or in Texas if an in-person hearing is required; fees are governed by the AAA rules and applicable law.

(c) Delegation. The arbitrator has exclusive authority over the interpretation, applicability, enforceability, and formation of this arbitration agreement, except a court decides the enforceability of the class waiver in paragraph (d).

(d) Class action waiver. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. NO CLASS, COLLECTIVE, MASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDINGS ARE PERMITTED, AND EACH PARTY WAIVES TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED. If this waiver is found unenforceable for a claim, that claim proceeds in court while the rest remains in arbitration.

(e) Mass-filing / batch arbitration. If twenty-five (25) or more similar demands are filed by or with coordinated counsel, they will be administered in staged batches of up to fifty (50) with bellwether cases first and per-batch fees, and the parties will cooperate with any process-arbitrator or special master.

(f) Opt-out. You may opt out of this arbitration agreement within thirty (30) days after first accepting these Terms by writing to admin@wahsmartdeals.com (and, if you wish, by certified mail to the address in Section 26), stating your business name and an intent to opt out. Wah!'s payment providers are intended third-party beneficiaries of this Section. This Section survives termination.

22. Governing law and venue

WahSmartDeals LLC is a limited liability company organized under the laws of the State of Texas. These Terms are governed by Texas law, without conflict-of-law principles. Any permitted court action must be filed exclusively in state or federal courts located in Texas, and you consent to personal jurisdiction there.

23. Force majeure

Wah! is not liable for delays or non-performance caused by circumstances beyond reasonable control, including processor outages, internet or telecommunications failure, cyber incidents, government action, natural disasters, or labor disruptions.

24. Electronic records and signatures

You consent to receive agreements, policies, disclosures, and notices electronically, and agree that your electronic acceptance constitutes your signature and is enforceable to the extent permitted by law, including the U.S. ESIGN Act and the Uniform Electronic Transactions Act.

25. Changes, assignment, and survival

Wah! may revise these Terms by posting an updated version with a new effective date. For non-material changes, continued use after the effective date constitutes acceptance to the extent permitted by law. For material changes - including to Section 21 (Arbitration) - we will provide reasonable notice and, where appropriate, request renewed acceptance before they apply to you. Wah! may assign these Terms in connection with a merger, acquisition, restructuring, or asset sale. The fee, payment, tax, data, confidentiality, indemnity, IP, disclaimer, limitation, dispute-resolution, and governing-law provisions survive termination.

26. Contact and legal notices

WahSmartDeals LLC
13235 Affirmed Avenue
Frisco, TX 75035
United States
Legal, arbitration, and opt-out notices: admin@wahsmartdeals.com
Vendor support: contact@wahsmartdeals.com