AppyHour® Brand Activation Manager (BAM) — Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the AppyHour® Brand Activation Manager (“BAM”) and related services provided by AppyHour, Inc. (“AppyHour,” “we,” “our,” or “us”).

By signing up for, accessing, or using BAM, you (“Brand,” “Customer,” or “you”) agree to these Terms.

1. Overview

AppyHour® provides a suite of digital tools to help beverage-alcohol brands plan, manage, and measure trade and consumer activations. The Brand Activation Manager (BAM) enables brands to manage their retail footprint, create and deploy campaigns, view performance analytics, and activate consumers through the AppyHour® network.

BAM subscriptions are offered on a per-brand, per-market basis and include access to AppyHour’s Campaigns Manager tool and monthly campaign credits.

2. Definitions

• “BAM” means the Brand Activation Manager software and associated services.
  
• “Brand” or “Customer” means the entity subscribing to BAM.
  
• “Campaign” means any activation, promotion, or brand engagement run through the AppyHour® platform.
  
• “Campaign Credits” means the monthly allotment of campaign engagement included with a BAM subscription.
  
• “Engagement” means consumer actions, impressions, clicks, or other measurable campaign interactions.
  
• “Retail Footprint” means the Brand’s network of participating on- and off-premise retail locations.
  
• “Data Feeds” means Brand-supplied data such as retailer lists, sales, or depletion information.
  
• “Effective Date” means the start date of the subscription term.

3. Subscription and Term

• Initial Term: The default subscription term is twelve (12) months, unless otherwise specified in an order form or pilot agreement.
• Pilot Programs: AppyHour® may offer shorter pilot terms. Pilot subscriptions automatically convert to standard 12-month terms unless canceled in writing before the pilot ends.
• Auto-Renewal: Subscriptions renew automatically for successive 12-month periods unless either party provides at least 30 days’ written notice prior to renewal.
• Non-Cancellable Term: Subscriptions are non-cancellable during the active term.
• Pricing Adjustments: Upon renewal, AppyHour® may update subscription and campaign engagement rates with advance notice.

4. Fees and Payments

• Billing: Subscriptions are billed monthly by credit card.
• Campaign Credits: Each BAM subscription includes monthly Campaign Credits.
• Overages: If campaign engagement exceeds included credits, the Brand will be billed for additional engagement based on current rates.
  
  • Engagement pricing may vary depending on market demand, campaign type, or placement availability.
  • AppyHour® may adjust rates for future billing cycles with notice.
    
• Taxes: All fees exclude taxes, which the Brand is responsible for.
• Refunds: Fees are non-refundable. AppyHour® may issue credits at its discretion if a campaign cannot run due to a platform-related issue.

5. Features and Modifications

AppyHour® may improve, modify, or add features to BAM from time to time. Enhancements are included at no extra cost unless they are offered as optional premium features or materially expand the service scope.

6. Account Access

Brands may authorize up to two additional users under their account. Agency partners may be invited to collaborate at the Brand’s discretion. The Brand is responsible for all activity under its account, including compliance with these Terms.

7. Account Security, Acceptable Use, and Platform Misuse

1. Account Security
   
   The Brand is responsible for maintaining the confidentiality of its BAM credentials and ensuring only authorized personnel have access. If a user’s employment or agency relationship ends, the Brand must promptly revoke their access or request AppyHour®’s assistance. AppyHour® is not liable for actions taken by anyone using valid Brand credentials, whether authorized or not.
   
2. Acceptable Use
   
   The Brand and its users agree not to:
   
   • Upload or distribute content that is false, defamatory, obscene, harassing, discriminatory, or otherwise inappropriate;
   • Use BAM for unlawful, misleading, or unrelated purposes;
   • Interfere with platform operations or other customers’ data; or
   • Misrepresent affiliation with AppyHour® or other partners.
     
3. Right to Suspend or Remove Content
   
   AppyHour® may suspend access, disable accounts, or remove any campaigns, content, or users that it reasonably determines:
   
   • Violate these Terms or applicable laws,
   • Are obscene, harmful, or reputationally damaging to AppyHour® or others, or
   • Pose security or compliance risks.

AppyHour® will make reasonable efforts to notify the Brand and may restore access once resolved.

4. Liability for Misuse and Damages
   The Brand is fully responsible for actions taken by its users, employees, contractors, or agents through BAM. If any user publishes or distributes content through AppyHour® that is obscene, defamatory, unlawful, or damaging to AppyHour®’s reputation or business interests, the Brand agrees to be liable for all resulting losses, costs, and damages, including reasonable legal fees.
   
   AppyHour® reserves the right to pursue all remedies available at law or in equity, including termination and recovery of damages.

8. Campaigns and Activations

• Deployment:
  Campaigns are deployed and programmatically curated across retailers, on- and off-premise activation events, and other venues within the Brand’s verified footprint, as provided through its Data Feeds. Deployment accuracy depends on the completeness and timeliness of the Brand’s supplied footprint, retailer, and account data.
  
• Creative and Compliance:
  The Brand is solely responsible for the accuracy, legality, and compliance of all creative content, promotional materials, and campaigns executed through AppyHour®. This includes compliance with all applicable federal, state, and local alcohol advertising laws, tied-house restrictions, and trade practice regulations.
  
• Approval:
  AppyHour® typically provides a campaign preview or approval request prior to deployment. If the Brand does not review or approve by the requested time, AppyHour® may proceed with deployment and will not be responsible for any resulting branding, compliance, or content issues.
  
• Suspension:
  AppyHour® reserves the right to pause, modify, or remove campaigns that violate laws, community standards, or platform policies, or that are deemed misleading or inappropriate.

9. Data Feeds and Integrations

• Data Access:
  By subscribing, the Brand authorizes AppyHour® to access, import, and process Brand-supplied Data Feeds, including footprint, sales, and depletion data. Data may be shared via API, secure upload, or manual exchange, and AppyHour®’s access is read-only.
  
• Purpose of Use:
  AppyHour® uses this data for campaign setup, analytics, attribution, and aggregated market insights.
  
• Ownership:
  The Brand retains ownership of its data; AppyHour® retains ownership of derivative analytics, reports, and anonymized or aggregated insights. AppyHour® may use anonymized data to create benchmarks or market reports without identifying any Brand.
  
• Confidentiality and Security:
  AppyHour® uses industry-standard measures to protect data and complies with its Privacy Policy.
  
• Accuracy:
  The Brand is responsible for data accuracy. AppyHour® is not liable for errors resulting from incomplete or incorrect data.

10. Service Availability and Support

AppyHour® aims to maintain platform uptime of 99% or higher, excluding scheduled maintenance. Brands can contact their account manager, or support@appyhourmobile.com for assistance. Most inquiries are addressed within one (1) business day.

11. Third-Party Integrations

BAM may connect with external data sources or third-party platforms. AppyHour® is not responsible for the performance, availability, or accuracy of data from third-party systems or for disruptions caused by them.

12. Data Ownership, Retention, and Use

Each party owns its respective data. AppyHour® may use anonymized or aggregated performance data to enhance the platform, provided no Brand is identifiable.

After termination, AppyHour® may retain Brand data for up to 90 days for backup and compliance before deletion or anonymization.

13. Confidentiality

Both parties agree to keep each other’s non-public information confidential and use it only for purposes of this Agreement. This obligation does not apply to public, independently developed, or lawfully obtained information.

14. Intellectual Property

AppyHour® retains all rights in its software, analytics, and platform.

Brands retain ownership of their creative assets and trademarks.

Brands may not copy, reverse-engineer, or resell BAM without written consent.

15. Publicity and Marketing Rights

1. Use of Brand Assets

Each Brand grants AppyHour® a limited, non-exclusive, worldwide license to use its logos, trademarks, and creative assets for:

• Displaying Brand campaigns in the AppyHour® app and platform,
• Promoting those campaigns on AppyHour’s website, social media (organic or paid), and marketing materials, and
• Creating case studies or portfolio examples referencing the Brand’s use of AppyHour®.
  
  AppyHour® will follow Brand usage guidelines when provided.

2. Use of Partner or Licensed IP

If a Brand’s campaign includes third-party intellectual property (e.g., sports teams, events, or sponsorship partners), the Brand represents it has all necessary rights and licenses. AppyHour® may display such materials in connection with the campaign and related promotional efforts.

3. Limitations

AppyHour® will not use Brand or partner IP in a misleading or disparaging way. Upon written request, AppyHour® will remove such IP from future marketing uses.

16. Compliance and Warranties

Brands warrant that all campaigns, content, and data they provide:

• Comply with applicable laws (including alcohol advertising, tied-house, and trade practice regulations),
• Do not infringe third-party rights, and
• Are lawful and accurate.
• Brands are solely responsible for securing third-party approvals for campaign assets.
  

17. Feedback

AppyHour® may freely use any feedback, ideas, or suggestions provided by the Brand to improve its products or services without obligation or compensation.

18. Termination

AppyHour® may terminate access immediately for non-payment, breach, or unlawful activity. Upon termination, Brand access to BAM and related data will end.Brands may request a one-time export of campaign data within 10 days of termination.

19. Liability and Indemnification

• Liability Cap: AppyHour®’s total liability will not exceed the total fees paid by the Brand in the 12 months preceding the claim.
  
• No Indirect Damages: Neither party is liable for consequential or punitive damages.
  
• Indemnification: The Brand agrees to defend and indemnify AppyHour® from any claims, damages, or penalties arising from Brand content, campaigns, data, or non-compliance with laws or IP rights.

20. Privacy and Data Protection

AppyHour® handles all personal data under its Privacy Policy.

If AppyHour® processes any personal data on behalf of the Brand, it will do so under a separate Data Processing Addendum (“DPA”), available upon request.

21. Governing Law and Dispute Resolution

• Governing Law: Delaware law governs this Agreement.
  
• Venue: Any disputes will be resolved in the state or federal courts located in Hillsborough County, Florida.
  
• Dispute Resolution: Parties agree to attempt good-faith negotiation before proceeding to binding arbitration in Tampa, Florida, unless either party elects small-claims court.
  

22. Miscellaneous

• Assignment: Brands may not assign this Agreement without AppyHour’s written consent.
  
• Force Majeure: Neither party is liable for delays due to events beyond reasonable control (including network outages, labor shortages, or data-source failures).
  
• Entire Agreement: These Terms and any signed order form represent the full agreement.
  
• Amendments: AppyHour® may update these Terms with notice; continued use constitutes acceptance.
  
• Notices: Notices may be sent to AppyHour offices or the Brand’s registered contact.
  

Questions about this Agreement?

📧 support@appyhourmobile.com

AppyHour, Inc.

802 E. Whiting St.

Tampa, Florida