TERMS OF SERVICE
Last Revised August 2020

Promotion Vault (“PV” or “Company”), an Arizona Corporation, and Promotion Vault’s website at www.promotionvault.com or login.promotionvault.com and any additional web pages or properties owned and /or operated by PV(collectively, the “site”) as well as all related web sites, applications (“VaultTools”), and other services provided by PV and on which a link to this Terms of Service agreement (collectively the “PV Services”). These Terms of Service are a legally binding contract between you (“Subscriber”) and Promotion Vault regarding Subscriber’s use of the PV Services. PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY ACTIVATING YOUR ACCOUNT AND CHECKING THE BOX “I HAVE READ, UNDERSTOOD, AND AGREE TO THE PROMOTION VAULT TERMS OF SERVICE AND PRIVACY POLICY, SUBSCRIBER ACKNOWLEDGES THAT SUBSCRIBER AGREES TO BE BOUND BY THE FOLLOWING TERMS OF SERVICE, INCLUDING THE PROMOTION VAULT PRIVACY POLICY.

SERVICES OVERVIEW
Promotion Vault facilitates the ordering and delivery of digital reward links used for incentive and reward programs.

SERVICES ELIGIBILITY
By agreeing to the Promotion Vault Terms Of Service, Subscriber represents and warrants to Promotion Vault that Subscriber is at least 18 years of age, and that Subscriber’s registration and Subscriber’s use of the PV Services is in compliance with any and all applicable laws and regulations. If you are accessing / using the PV Services on behalf of an entity or company, you represent and warrant that you have the authority to bind such organization to this Agreement and you agree to be bound by this Agreement on behalf of such organization, which is the Subscriber under this Agreement.

DEFINITIONS
“Gift Card”
means a digital gift card that is purchased by a Subscriber via the PV Services and can be redeemed at a Merchant.

“PV Services” means Promotion Vault’s software as a service platform that enables the ability to collect data and deliver digital reward links that are customizable and trackable.

“Reward Link” individual Recipient URL that accesses Merchant Gift Cards

“Vault Tools” means any proprietary applications that are part of the PV Services.

“Subscriber” means a person who represents a business and has activated a PV Services Account.

“Subscriber Content” means any information provided by or on behalf of Subscriber to Company, in connection with Subscriber’s use of the PV Services. Includes Subscriber Marks and Subscriber Data.

“Subscriber Data” means any data or information provided by or on behalf of Subscriber to PV or the PV Services, in connection with Subscriber’s use of the PV Services.

“Recipient” means a person who is eligible for one or more digital gift cards offered by Subscriber using the PV Services.

“Recipient Content” means all content or data provided by Subscriber to Company connected to Company’s performance of the PV Services.

“Subscription Fee” means a fee per account to use the PV Services. Subscription fees are paid monthly in advance.

“Reward Fee” means the fee or cost activated eGift Cards will be billed.

“Service Fee” means a fee in which all recipient records are subject to.

“Eligibility Date” means the date recipient content is entered into the PV Services.

“Activation Window” means a (90) ninety day time period commencing on the Eligibility Date.

“Activate” or “Activation” means an action taken by a Recipient to confirm their eligibility.

“Available Date” means the date a Recipient reward is available.

“Merchant” means a business that offers digital gift cards that can be purchased by Subscriber.

“Order” means any reward links requested by the Subscriber.

“Account Balance” means the funds balance in your Vault Pay Account.

“Vault Pay Account” means the subscribers financial account.

USE OF SERVICES
Subject to the terms and conditions of this Agreement, PV grants to Subscriber a limited, worldwide, non-exclusive, non-transferable right to use the PV Services to collect recipient content and to distribute and manage digital reward links to Recipients.

RESTRICTIONS
Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Subscriber will not, and will not permit or authorize third parties to: (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the PV Services; (b) permit third parties to use the PV Services (c) circumvent or disable any security or other technological features of the PV Services.

MERCHANT RULES
Gift Cards purchased via the PV Service are issued by participating third-party merchants, retailers and vendors (collectively “Vendors”). Your purchase of each Gift Card will be governed by certain terms and conditions established by the issuing Vendor. Vendor Gift Cards comply with all applicable laws including, without limitation, all federal, state, and local rules, laws, regulations, statues, codes and ordinances applicable to gift cards.

As issuers of the Gift Cards, Vendors and not Promotion Vault are fully responsible for all aspects of their Gift Card programs. Vendors are also responsible for any and all liabilities, damages and costs suffered by you or any other customer in connection with your purchase and use of their Gift Card. For a dispute with any e-Gift Card vendor, you release Promotion Vault (and its affiliates and subsidiaries, officers, directors, employees and agents) from any and all claims connected with such dispute.

Subscriber acknowledges that this agreement does not grant Subscriber any rights to publish, copy, or otherwise use the trademarks, service marks, or logos of any vendor that issues an Gift Card that will be fulfilled in connection with any reward link. Subscriber bears sole responsibility for obtaining any rights necessary for its advertisement or marketing related to the Gift Cards.

SUBSCRIPTION AGREEMENT
Subject to the terms and conditions of this Agreement, PV will provide Subscriber Accounts with access to the PV Services.

SUBSCRIBER ACCOUNTS
A Subscriber will be required to set-up Accounts with the PV Service (“Subscriber Accounts”). Subscriber agrees to accept responsibility for all activities that occur under the Subscriber Accounts. All Subscriber Accounts will be billed under the one Vault Pay Account.

FUNDING ACCOUNTS
Subscribers may deposit funds into their Vault Pay Account by ACH or Credit Card. All orders paid by credit card funds will (i) be subject to a processing fee of 3.5%, which will be withdrawn from your account at the time of order, If you choose to fund your account at the time of order, your order will not be made available until your funds have cleared.

When funds have cleared they will be reflected in the Subscribers Vault Pay account balance. Having cleared and settled funds available in your account will allow PV to make your orders available immediately or upon their scheduled availability date. Funds held in your account will not earn interest and cannot be transferred or refunded.

PURCHASING DIGITAL GIFT CARDS
The PV Services allow Subscribers to offer Gift Cards to Eligible Recipients, (“Recipients”) and to purchase Gift Cards that Recipients activate. When a Subscriber offers a Gift Card to a Recipient, the then-current balance of the Subscribers Vault Pay Account (“Account Balance”) will be deducted in the amount of the Face Value of the Gift Card (“Reward Fee”), and a Service Fee (“Service Fee”), both the Order Total (“Order Total”).

Eligible Recipient’s have 90 days to activate their reward eligibility (“Activation Window”) @ http://my.promotionvault.com. If the Activation Window expires, 100% of the Reward Fee (-) the Service Fee will be refunded to the Subscribers Vault Pay Account Balance.

The Reward Fee and Service Fee of each Gift Card is non-refundable once the Recipient activates the reward. For clarity, a Recipient activates a reward once the Recipient accepts the offer of the reward from Subscriber by confirming their email address @ http://my.promotionvault.com, irrespective of whether the Recipient uses the actual Gift Card to make purchases from a Merchant. An activated reward is supported for one year from the Recipients Eligibility Date upon which date PV has no further obligation to this order.

Orders that have not been paid for thirty days after order placement will be cancelled.

FEES
Subscriber agrees to pay Company the applicable fees set forth below. The then-applicable fees will be displayed on this agreement, with or without notice to you, and your continued use of the Service constitutes your acceptance of any such change. PV reserves the right to not fulfill any Rewards prior to receiving payment.

Subscriber is responsible for all Subscriber Account Fees that may accrue for ninety (90) days (“Activation Window”) from the date the Recipient was added to the Vault (“Eligibility Date”)

Subscription Fee: $49.00 per month / per subscriber account

Reward Fee: face value of the Gift Card

Service Fee: 10% Service Fee for all US orders. Canadian Orders are subject to an additional 5%.

PAYMENT TERMS
Subscriber will pay Promotion Vault the fees and any other amounts owing under this Agreement. This includes a monthly subscription fee of $49.00 (“Subscription Fee”) that PV will charge to the Subscriber Account on the 1st of every month; Subscriber can fund the Subscriber Vault Pay Account via ACH or Credit Card, using the payment interface provided. The Account Balance will only be updated, and paid amounts will only be available for use, once the payments are processed and credited to the Subscriber Account. Payments processed and credited to the Subscriber Account are considered non-refundable. Subscriber understands that the processing of payments relies on third parties and amounts paid may not be immediately available for use on the PV Services. Gift Cards can be denominated in either U.S. or Canadian dollars so long as Subscriber has funded the Subscriber Account in the currency it wishes to send the Gift Cards and the Account Balance in such currency exceeds the amount of Gift Cards that Subscriber wishes to offer in such currency. Subscriber will pay all fees incurred by PV for accepting payment via ACH, or other agreed upon payment method. Other than net income taxes imposed on PV, Subscriber will bear all taxes, duties, and other governmental charges (collectively, “taxes”) resulting from this Agreement.

TERM & TERMINATION
This agreement will commence upon the Effective Date and continue for the initial term of one year unless the agreement is terminated prior in accordance with the terms of this agreement. Thereafter, this Agreement shall automatically renew for additional one year terms.

TERMINATION BY SUBSCRIBER
Subscriber may terminate this agreement at any time by cancelling the Subscriber Account by emailing subscribersupport@promotionvault.com from the email address associated with the Subscriber Account.

TERMINATION BY COMPANY
Company may terminate this agreement at any time, without any further liability on the part of Company to Subscriber.

EFFECT OF TERMINATION
If this Agreement is terminated for any reason, (a) subscriber account subscription fee will be terminated (b) any outstanding offers of Gift Cards that have not been activated at the time of termination will remain in effect until either activated or the Activation Window expires; (c) offers that expire after the termination of this Agreement will be refunded to Subscribers Vault Pay Account, minus any applicable Service Fees (d) Promotion Vault will refund the available Account Balance within 90 days of termination.

FULFILLMENT SERVICES
Subscriber acknowledges and agrees that Company’s Fulfillment obligations are expressly contingent upon Subscriber providing all necessary Recipient Content to Company as required under the terms of this Agreement including but not limited to; First Name, Last Name and Email Address. PV has no fulfillment obligations in connection with any such Recipients who do not have a valid email address. Subscriber assumes responsibility for any data interruption that may occur during Subscriber’s transmission of Recipient Content to PV, regardless of the cause of such interruption.

Subscriber hereby grants Company a license and right to use and copy any such Client Content submitted by Client for the purpose of fulfilling Company’s obligations under the terms of this Agreement.

RECIPIENT CONTENT
Company acknowledges that with respect to each order, all Recipient Content provided to Company by subscriber connected to Company’s performance of Services is the property of Subscriber. Recipient Content provided by Recipient to Company will be the property of the Company.

CHANGES TO TERMS OF SERVICE
Promotion Vault reserves the right to change this agreement at any time without any prior notice. Please check this Agreement often for changes. In the event that a change to this Agreement materially modifies Subscriber’s rights or obligations, Promotion Vault will make reasonable efforts to notify Subscriber of such change. Promotion Vault may provide notice through a pop-up or banner within the PV Services, by sending an email to any address Subscriber may have used to register for an account, or through other mechanisms. Additionally, if the changed Agreement materially modifies Subscriber’s rights or obligations, Promotion Vault may require Subscriber to provide consent by accepting the changed terms and conditions. If we require Subscriber’s acceptance of the changed terms and conditions, changes are effective only after Subscriber’s acceptance. If Subscriber does not accept the changed terms and conditions, we may terminate Subscriber’s access to and use of the PV Services. All other changes are effective upon publication of the changed Terms Of Service and Privacy Policy.

REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to Subscriber that Company is and will be in compliance with all laws that pertain to this Agreement and the Services provided hereunder.

SUBSCRIBER EXPRESSLY AGREES THAT THE USE OF ANY AND ALL PRODUCTS AND SERVICES PROVIDED BY COMPANY, INCLUDING, BUT NOT LIMITED TO PV SERVICES, ARE AT SUBSCRIBER’S OWN RISK AND THAT SUCH PRODUCTS AND SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY, OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF CONDUCT AND COMPANY DISCLAIMS ANY SUCH WARRANTIES, OR ANY ECONOMIC BENEFIT SUBSCRIBER MAY GAIN FROM USE OF COMPANY’S PRODUCTS OR SERVICES.

The Subscriber represents and warrants to the Company that (1) Subscriber is and will be in compliance with all laws, including any data privacy laws related to the Recipient Content, and the terms of this Agreement; and (2) Subscriber has the right, power and authority to: (a) grant the rights and licenses hereunder, including the right to sublicense the Recipient Content to the Company, and (b) disclose the Recipient Content and any other information provided to Company, in the manner contemplated by this Agreement and that such Recipient Content including any information provided by Subscriber to Company, does not in any way infringe upon the rights of any person or entity. Subscriber grants Company the right to display the trade name and any logos of subscribers to identify Accounts to eligible recipients, companies, customers and business associates.

An order placed by Subscriber is deemed to be a final, binding order. Once delivered, Reward Links are not returnable or refundable. All sales are deemed to take place in the State of Arizona.

Subscriber and Recipients are responsible for understanding applicable activation and expiration rules regarding Reward Links. Generally, Gift Cards from the U.S. Merchants do not expire. Reward Codes for use outside of the U.S. may be subject to different merchant rules.

LIMITATION OF LIABILITY AND INDEMNIFICATION
Subscriber agrees that in the event of any damage or loss, even through our negligence or other fault, our sole obligation (and the sole obligation of our licensees, suppliers, and Merchant brands), and your sole remedy, is at our option, to replace the lost or damaged Reward Link(s) or provide you with a refund or credit, for the cost of the purchase price for lost or damaged Reward Link(s). You must submit a claim within thirty (30) days from your date of purchase.

Subscriber further agree and understand that Promotion Vault has no liability for the loss of (i) a Reward Link after receipt by you or your Recipient, (ii) any password or information you may choose to store in your Vault account or in your computer or mobile device, in the event your password, computer or mobile device is lost or stolen.

Subscriber further agree and understand that Merchants are solely responsible to you for your ability to use, and the terms of usage of, Merchant gift cards. Each Merchant’s terms of use for its gift card(s) are available at the website. Those terms and conditions exclusively govern use of that Merchant’s gift card(s). Promotion Vault is not and shall not be in any manner responsible or liable for any Merchant actions, policies, or practices.

SUBSCRIBER EXPRESSLY UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY OTHERWISE STATED HEREIN, PROMOTION VAULT AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM OR AS A RESULT OF THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

IN NO EVENT SHALL COMPANY’S LIABILITY TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, COSTS, DAMAGES OR EXPENSES, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO COMPANY IN THE THREE MONTHS PRECEDING THE DATE THAT SUCH LIABILITY AROSE.

PLATFORM DATA COLLECTION
Subscriber agrees and acknowledges that the PV Services automatically log all subscriber and recipient activity conducted on the platform, and PV owns all right, title and interest in and to the Services Activity Data.

SUBSCRIBER DATA
Subscriber owns all right, title and interest in and to the Subscriber Data. Subscriber hereby grants Promotion Vault a royalty-free, transferrable, worldwide license to store, process, and otherwise use the Subscriber Data during the term of this Agreement.

PRIVACY POLICY
Please read the PV Privacy Policy for information relating to our collection, use, storage and disclosure of Subscriber’s and Recipient’s personal information. The Promotion Vault Privacy Policy is hereby incorporated by reference into, and made a part of, this Agreement.

GENERAL
Subscriber grants Company a worldwide, non-exclusive, royalty-free right and license to host, transfer, display, reproduce, modify, and distribute Subscriber Content in the form of Marketing Materials such as customer use cases and testimonials (collectively, “Subscriber Content”).

Technical support is available for Subscribers via email @ subscribersupport@promotionvault.com. Reward Support for Recipients is available at my.promotionvault.com or by email: help@promotionvault.helpdesk.com.

NOTICES
Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by email; Subscriber email address provided at account set-up and to Company email address subscribersupport@promotionvault.com.

DISPUTE RESOLUTION AND ARBITRATION
This Agreement shall be interpreted and construed in accordance with the laws of the state of Arizona without regard to the conflicts of law provisions of any jurisdiction. In the event of a dispute arising out of or related to this Agreement, the Parties shall use reasonable efforts to resolve such dispute among themselves, and failing to achieve any resolution within sixty (60) days of the initiation of the dispute resolution process, the Parties shall submit the dispute to mediation under the Commercial Mediation Rules of the American Arbitration Association at its Phoenix, Arizona offices. Each Party will bear its own cost of mediation, provided however that the fees and costs of the mediator will be borne equally by the Parties. No action or suit arising from or related to this Agreement or any Promotion Order may be commenced later than two (2) months from the date the services are provided or fulfilled, as applicable. The Parties hereby irrevocably consent to the jurisdiction and venue in the state and federal courts and administrative tribunals located in Phoenix, Arizona for adjudication of any dispute related to this Agreement, which is not settled by mediation. The Parties specifically acknowledge and understand that the provisions of the Gift Cardholder Terms & Conditions shall govern and control with respect to any dispute relating to the use of and ownership of Gift Cards.

THE AGREEMENT
By accepting these Terms, you represent and warrant to Promotion Vault that you (i) have the authority for your organization to accept these Terms on behalf of your organization, (ii) will use this service only for lawful purposes and only in compliance with these Terms and all applicable laws, and (iii) have obtained legally-sufficient consent from Recipients to share their data with Promotion Vault.