Partner Agreement

RunLokal is a product of Vanguard AI Analytics, Inc., a corporation organized under the laws of the Republic of the Philippines, which owns and operates the RunLokal website at runlokal.com and its related services ("RunLokal"). In this agreement, "we", "us" and "our" mean Vanguard AI Analytics, Inc.

This Partner Agreement covers the partners you own on RunLokal and the coupons they offer to runners. It adds to our Terms of Use and our Privacy Notice. If this agreement and the Terms of Use differ on anything about a partner or its coupons, this agreement applies.

1. What a partner is

1.1. This agreement is between you and Vanguard AI Analytics, Inc. "You" means the person whose RunLokal account owns a partner. A partner is a page on RunLokal for a brand, a shop or a business that offers a product to runners as a coupon. A runner earns the coupon by reaching a milestone in an event that an organizer has invited the partner to.

1.2. You accept this agreement for each partner: when you create it, and again when we publish a new version that is a material change (section 8). Until you have accepted, for a partner, the last version of this agreement that was a material change, or a later one, you cannot use its dashboard.

1.3. If you create or own a partner for a brand or a business, you confirm that you are authorized to act for it, and you accept this agreement on its behalf as well as your own.

1.4. Each partner has one owner: the account that created it. Only its owner can use its dashboard. Do not let anyone else use your account to manage it.

1.5. When you tick the box or press "I agree" to accept this agreement, that is your electronic signature under the Electronic Commerce Act (Republic Act No. 8792). We may give you notices about your partner by email or on RunLokal.

1.6. An admin. Despite 1.4, you may appoint one admin for your partner, by an invitation to an email address. An admin acts for your partner and can use its dashboard, except for what is the owner's alone: its saved card and automatic top-ups, its PIN and redeem code, its team, and closing or reopening it. An admin accepts this agreement for the partner when they join, and again when we publish a new version that is a material change. You remain responsible for everything an admin does for your partner, as for what you do yourself. You can remove the admin at any time, and the admin can leave.

2. The fee

2.1. Creating a partner is free. RunLokal charges a fee of 10 pesos plus 12% VAT per coupon. The fee is quoted net, before VAT, and VAT is added to what you pay.

2.2. The fee is charged when a coupon is issued to a runner, out of your prepaid credit (section 3). A coupon that is voided before the runner earns it gives its credit back.

2.3. A change to the fee is a change to this agreement (section 8).

3. Prepaid credit

3.1. You pay for coupons in advance, by topping up your partner's credit through the payment gateway. A top-up is quoted net, and you pay the net amount plus VAT. You receive a receipt for each top-up.

3.2. Credit never expires. What is left after an event stays on your partner and pays for the coupons of your next offers.

3.3. Credit is never refunded in money, whether it was used or not, and including when you close your partner or when an event is cancelled.

3.4. Credit belongs to the partner's owner account. If the owner's account is deleted, the credit that is left is forfeited.

3.5. Accepting a sponsorship locks the coupons it asks for. Locked credit is used only for that event. When the event ends, is cancelled, or the organizer removes your coupon, what is still locked returns to your credit for another event. Credit is never refunded as money.

3.6. A sponsorship fee is the organizer's. RunLokal collects it for the organizer. Any refund of it is between you and the organizer.

4. Your offers

4.1. An offer is a concrete product or benefit that you describe, such as a free drink or a discount of a stated amount, for the runners who reach a milestone in an event. Describe it truthfully and in terms a runner can rely on, and give its validity, the time within which a runner must redeem it.

4.2. You must honour every coupon you issued. A runner who holds a coupon can redeem it at every counter of your partner, for the product you described, and you must give it. You may ask only for the coupon's QR or your PIN, as RunLokal shows them.

4.3. You must honour a coupon for every runner who holds it, including after your partner is suspended (section 6) and after it is closed (section 5), for as long as the coupon is valid.

4.4. Do not charge a runner for a coupon's product, do not ask for anything else in return, and do not use what you learn about a runner at the counter for anything but redeeming the coupon.

5. Stopping and closing

5.1. You can stop an offer at any time. No more coupons are issued for it. The coupons already issued stay valid.

5.2. You can close your partner from its profile while it is active. When you close it, every offer is stopped, the coupons that runners have not yet earned are voided and their credit returns to your partner, and each coupon a runner has already earned stays valid for 90 days from the closing, or until its own expiry if that is earlier. You must honour those coupons during those 90 days (section 4.3). Your QR and PIN keep working for them.

5.3. Your credit stays on your partner while it is closed. You can reopen your closed partner from its profile, once you have accepted for it the last version of this agreement that was a material change, or a later one.

6. Suspension

6.1. We may suspend your partner if it does not honour a coupon, or if we believe that it or one of its offers is false, unsafe or offensive, breaks this agreement, the Terms of Use or the law, or infringes someone's rights. We may do so without telling you first.

6.2. While your partner is suspended, no new coupons are issued and its offers are hidden from runners who have not joined. Coupons already issued stay valid, and you must honour them (section 4.3).

6.3. We email you when we suspend your partner and when we reinstate it, with our reason for the suspension. To ask about a step we took, write to [email protected].

7. Deletion of your account

7.1. You cannot delete your account while one of your partners has a coupon that is issued or earned and still valid. Close the partner and wait for the coupons to be redeemed or to end, then delete your account.

7.2. When you delete your account, each of your partners is closed, or deleted if it never loaded credit, and its credit that is left is forfeited (section 3.4).

8. Changes to this agreement

8.1. We may update this agreement. We will post the new version at runlokal.com/legal/partner-agreement with its effective date.

8.2. If a change is material, you must accept the new version for each partner you own before you use its dashboard again. Other changes, such as corrections, apply from the date we post them.

8.3. Until you accept a new version that is a material change, your partner stays as it is and the coupons already issued stay valid, but you cannot use its dashboard. If you do not agree to the change, write to us at [email protected].

9. Governing law and disputes

9.1. This agreement is governed by the laws of the Republic of the Philippines.

9.2. If you have a complaint or a dispute with us, please write to us first at [email protected], so that we can try to resolve it informally.

9.3. Any suit arising from this agreement shall be filed exclusively in the proper courts of the city where Vanguard AI Analytics, Inc. has its principal office, to the exclusion of all other venues.

9.4. If a court finds any part of this agreement invalid, the rest remains in effect. If we do not enforce a part of this agreement, we have not waived it.

10. Contact

Vanguard AI Analytics, Inc., operator of RunLokal

Email: [email protected]