Services Agreement

Generally. GiftStack is engaged in the business of facilitating the provision of digital subscriptions, monetary payouts, rewards and incentives to employees, customers, and other recipients by you and other commercial entities.

Fees. Unless otherwise agreed by the parties, the Services are subject to the fees set forth on the GiftStack Pricing Page and incorporated into this Agreement by reference. The total purchase price of each Order is presented to you at the time you submit an Order. All payments are final.

Eligibility. Only business and governmental entities are eligible to apply for a GiftStack Account and use the Services. Client must be in good standing in the state in which you are organized. You are solely responsible for complying with all laws and regulations that are applicable to your business and your use of GiftStack products, including consumer privacy laws and data security laws.

GiftStack Account. In order to access the Site and use the Services, Client will provide GiftStack with all information we require to create a GiftStack Account for you. Client hereby permits GiftStack to keep a record of such information and to share such information with our banking partners and other service providers, in accordance with the GiftStack Privacy Policy.

Authorized Users. Client may authorize certain of its trusted officers, employees, and representatives to access its GiftStack Account (each, an “Authorized User”). GiftStack is not responsible for authenticating the identity of any Authorized User. Client is fully responsible for all activity that occurs on its GiftStack Account. Client is responsible for maintaining adequate security and control of any and all credentials associated with the GiftStack Account.

Access. Client may access and use the Services through the Site and your GiftStack Account.

Restrictions on Use and Access. When using the Site, Client will (and will ensure Authorized Users will):

• Only use the Site to engage with the Services;
• Not distribute, sell, lease, rent, lend, transfer, assign, or sublicense any rights granted herein to a third party;
• Not use or access the Site or the Service in order to monitor the availability, performance, or functionality of the Site, the Service or any portion thereof or for any similar benchmarking purposes;
• Not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of GiftStack or any third party;
• Not access or use the Site to develop or distribute Payouts or use the Services in any way in furtherance of criminal, fraudulent, or other unlawful activity; and
• Not attempt to tamper, hack, modify or otherwise corrupt the security or functionality of the Site or the Services.

Generally. Client will pay GiftStack the Face Value of all Gifts sent using its GiftStack Account, plus any additional fees as set forth on the Pricing Page. The total purchase price of each Order is presented to you at the time you submit an Order. All payments are final.

Payment at Time of Sale. Client may use a credit card or other payment method as may be accepted by GiftStack from time to time to pay the full amount due for any one Order at the time Client desires to purchase such Gifts.

Taxes. Client has sole responsibility and liability for determining which, if any, taxes or fees may apply in connection with your use of the Services and assessing, collecting, reporting and remitting applicable taxes for your business.

Cancellations & Refunds. Client may cancel a Gift until the earlier of (i) seven (7) days after submitting an Order or (ii) Recipient’s redemption of the Gift. After such period, Gifts are cancellable, refundable, transferrable, and exchangeable at GiftStack’s sole discretion. If Client has made a typographical error in its instructions, Client will promptly notify GiftStack and GiftStack will endeavor to transfer the Gift to the correct Recipient.

Client Materials. As between the parties, Client will exclusively own all rights in and to the materials owned by Client prior to the Effective Date or developed by Client independently and outside the scope of this Agreement and provided by Client to GiftStack under the Agreement (collectively, “Client Materials”).

Usage Data. As between the parties, GiftStack will exclusively own all rights in and to all data analytics and aggregated data generated from (i) Client’s use of the Service; (ii) Client Materials; (iii) Recipients’ interactions with the Site and Service; and (iv) data related to the redemption of Gifts (collectively “Usage Data”).

Personal Data. When you provide Personal Data to GiftStack, or authorize GiftStack to collect Personal Data, Client must provide all necessary notices to and obtain all necessary rights and consents from the applicable individuals sufficient to enable GiftStack to lawfully collect, use, retain and disclose the Personal Data as described in our Privacy Policy.

Dispute Resolution by Binding Arbitration. The parties will use their commercial best efforts to resolve any dispute arising hereunder without formal litigation or arbitration. If a dispute or claim arises out of or related to this Agreement, then such dispute or claim will be finally settled by binding arbitration in San Francisco, California, under the American Arbitration Association Commercial Arbitration Rules.

Class Waiver. To the extent permitted by Applicable Law, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action.

Governing Law. This Agreement and any dispute arising hereunder or in connection with this Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to any choice of law or conflicts of laws provisions.