Wah! SmartDeals — Vendor Terms & Conditions

Effective date: June 12, 2026

These Vendor Terms & Conditions ("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.

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. You are responsible for all activity under your account and for your authorized users, 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! reviews your account and may require business verification and documents (which may include a business license, tax identification, a food permit for food-and-dining vendors, and proof of insurance). Wah! may approve or reject an application, and may require updated documents or re-verification when key details change. 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, tax identification, or payment connection) may require renewed review and approval.

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 consultation deals. 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 conversion, sales, ratings, placement, campaign continuation, or profitability.

6. Category availability and exclusivity

Wah! may, in its sole discretion, offer a vendor a limited form of category exclusivity within a community (generally, one vendor per category per community), subject to exceptions — for example, retail deals are not exclusive, and multiple vendors may run the same retail category in a community. Any exclusivity is a revocable benefit Wah! confers, is not guaranteed, may change, and ends 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

Deals are subject to administrative review and approval before they are published. You must complete required payment setup (including Stripe Connect) and pay any applicable listing fee, and you 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 (for example, retail deals in the current phase) and may be added or changed over time.

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

You maintain a prepaid wallet balance to keep deals active. Platform fees — which may include listing fees, commission, lead fees, review-program fees, and other charges disclosed in-product at the time — are governed by active in-product policy and the terms you accept. Wah! may debit your wallet for these fees and may require top-up; if your balance is insufficient, a limited grace redemption may be allowed before deals are paused automatically until the balance is restored, and you may enable automatic or manual top-up. Wah! may also offset, withhold, or recover unpaid fees, fraud losses, or any amounts you owe Wah! from your wallet, from current or future amounts payable to you, and from any Stripe Connect balance or reserve, and may apply such recovery across your current or future accounts with Wah!. You may dispute a specific fee by notifying us within the time period disclosed in-product.

Customer refunds and chargebacks. Customer refunds and chargebacks 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 Connect

Wah! is not the merchant of record and does not hold, escrow, or collect customer payments for vendor sales; for many deals (including retail), customers pay you directly, including in cash. To receive in-app payments and to fund or use a wallet, you must onboard to Stripe Connect and accept the Stripe Connected Account Agreement and Stripe Services Agreement as a condition of payout. You authorize Wah! to act as the Connect platform and to instruct Stripe on your behalf. You acknowledge that Stripe's identity verification (KYC/KYB), sanctions screening, reserves, holds, and payout controls apply directly between you and Stripe, and that a Stripe suspension, reserve, hold, or delay is not a breach by Wah!. You must provide accurate information to Stripe and keep it current.

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. Because payouts run through Stripe Connect, information reporting (such as IRS Form 1099-K) may be provided by our payment processor based on your payout activity; you must furnish accurate tax information (such as a W-9 / TIN) to the processor. 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 fulfil the specific transaction. What you receive depends on the deal type (see the Vendor Privacy Policy, Section 2):

You must use appropriate organizational, physical, and technical safeguards; 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; and must delete customer data when it is no longer needed for the transaction, 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 — including a customer introduced to you through a consultation lead — 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, must contact the customer only for the specific transaction or lead, and must not use the customer's contact details for unrelated marketing. 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, or retaliate against customers for reviews. You may respond to reviews professionally and in accordance with Platform policy.

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, 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. On suspension or termination: (a) your listings are deactivated; (b) Wah! may cancel unredeemed coupons and notify affected customers, and you must honor coupons customers validly redeemed before deactivation; (c) Wah! settles your wallet — applying it to fees, fraud losses, and amounts you owe, with any remaining balance handled in accordance with the wallet policy and not as an automatic refund; and (d) Stripe reserves or holds may continue post-termination against pending refunds or chargebacks. Vendor accounts are closed through an administrative process (there is no customer-style self-delete), and 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 (including consultation work); 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 and verification 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