Business Customer Agreement

This Business Customer Agreement (“Agreement”) governs your company’s use of GiftIt Business and any related APIs, dashboards, and services (the “Business Services”) provided by GiftIt LLC (“GiftIt”). It supplements the GiftIt Terms of Service and the Gift Card Terms, which are incorporated by reference. In the event of a conflict between this Agreement and the Terms of Service in the context of Business Services, this Agreement controls.

“Customer,” “you,” and “your” refer to the legal entity that opens or administers a GiftIt Business account. The individual creating the account represents that they have authority to bind that entity to this Agreement.

1. Eligibility and account verification

To open a GiftIt Business account, you must provide accurate business information, including legal entity name, jurisdiction of formation, principal place of business, and authorized administrator details. GiftIt may request additional information or documentation (including beneficial-ownership information, tax identification, or proof of authority) to verify your identity and the nature of your business, and may suspend or close an account that cannot be verified.

2. Authorized users and administrators

You may designate administrators and authorized users (collectively, “Authorized Users”) who may act on your behalf within the Business Services. You are responsible for: (a) the actions of your Authorized Users; (b) the accuracy of any roster, employee, or recipient data you upload; and (c) maintaining a process to promptly remove Authorized Users whose authorization has ended.

3. Recipients and consent

When you send a gift to an employee, customer, partner, or other recipient through the Business Services, you represent and warrant that:

• you have a lawful basis to provide the recipient’s name and email address to GiftIt for the purpose of delivering the gift;
• the recipient has not opted out of receiving such communications from you;
• your delivery and any personal messages you include comply with applicable anti-spam, employment, gift-and-entertainment, anti-bribery, and consumer-protection laws; and
• you will respect any individual’s request, communicated to you or to GiftIt, to be excluded from future gifts.

4. Wallet, payments, and billing

Business Services are funded through a prepaid wallet, invoiced billing, or both. You authorize GiftIt to charge your designated payment method for: wallet top-ups, scheduled and ad-hoc gift sends, recurring subscriptions, applicable taxes, and any platform or service fees set out in your order form or pricing page. Wallet balances are not bank deposits, do not earn interest, and are usable only for gift purchases through the Business Services.

Past-due invoices may accrue interest at the lower of 1.0% per month or the maximum rate permitted by law. We may suspend the Business Services for non-payment after reasonable notice.

5. Campaigns and budgets

The Business Services let you create, schedule, and run campaigns (birthday, anniversary, holiday, recognition, milestone, onboarding, and custom). You are solely responsible for the design, content, recipients, budget, and scheduling of your campaigns and for ensuring that they comply with applicable law and your internal policies. GiftIt provides tools and reporting but does not approve campaign content on your behalf except where GiftIt’s express approval is required.

6. Data protection — Customer Data and Recipient Data

“Customer Data” means data you or your Authorized Users upload to or generate within the Business Services, including employee rosters, recipient lists, campaign metadata, and personal messages. As between the parties, you retain ownership of Customer Data. You grant GiftIt a worldwide, royalty-free, sub-licensable license to host, process, and use Customer Data solely to provide and improve the Business Services and to comply with applicable law.

With respect to personal information about your employees and other recipients (“Recipient Data”), GiftIt acts as a service provider / processor on your behalf. We will:

• process Recipient Data only as needed to provide the Business Services and as instructed by you;
• maintain reasonable administrative, technical, and physical safeguards;
• assist you, to the extent reasonably possible, in responding to data-subject rights requests; and
• notify you of any confirmed security incident affecting Recipient Data without undue delay.

Where you are a “business” or “controller” under U.S. state privacy laws (CCPA/CPRA, VCDPA, CPA, CTDPA, UCPA, TDPSA, OCPA, and similar laws), this Agreement together with our Privacy Policy constitutes the data-processing terms required by those laws. A separate Data Processing Addendum is available on request to legal@trygiftit.com.

7. Service availability

We aim to keep the Business Services available 24/7 and will use commercially reasonable efforts to provide advance notice of planned maintenance. Some interruptions — including emergency security maintenance, third-party provider outages (such as Runa, Stripe, or push-delivery infrastructure), and force-majeure events — may occur without advance notice.

8. Fees and changes

Pricing for the Business Services is set out in your order form, in-product pricing page, or as otherwise agreed in writing. We may change pricing on notice; price changes will not affect any prepaid term that you have already paid for.

9. Suspension and termination

Either party may terminate this Agreement for convenience by giving the other party at least thirty (30) days’ written notice (which may be by email). GiftIt may suspend or terminate the Business Services immediately if (a) you breach this Agreement, the Terms of Service, the Acceptable Use Policy, or the Gift Card Terms; (b) we reasonably believe continued service presents a fraud, security, legal, or regulatory risk; or (c) a third-party supplier withdraws its product or imposes a restriction that prevents us from continuing service.

Upon termination, any unused wallet balance — minus any amounts owed to GiftIt or required to satisfy chargebacks, unclaimed-property obligations, or fraud-related holds — will be refunded to your designated payment method within sixty (60) days, except where law requires escheatment.

10. Confidentiality

Each party may have access to the other’s non-public business information (“Confidential Information”). Each party will use Confidential Information only to perform under this Agreement and will protect it with at least the same degree of care it uses for its own confidential information of similar nature, but no less than reasonable care. Confidential Information does not include information that is publicly available through no fault of the receiving party, was already known to the receiving party without restriction, or is independently developed.

11. Representations and warranties

Each party represents that it has the authority to enter into this Agreement. You further represent that your use of the Business Services and your distribution of gift cards through them will comply with all applicable laws, including tax, anti-bribery and corruption (including the U.S. Foreign Corrupt Practices Act), sanctions and export controls, employment, anti-spam, and consumer-protection laws.

12. Indemnification

You will defend, indemnify, and hold harmless GiftIt and its affiliates, officers, directors, employees, and agents from and against any third-party claim arising out of or relating to (a) your Customer Data; (b) your campaigns, recipients, or distribution of gift cards; (c) your breach of this Agreement or applicable law; or (d) any tax or unclaimed-property obligation arising from your distribution decisions.

13. Limitation of liability

The limitations of liability in Section 10 of the Terms of Service apply to this Agreement. For business customers, the cap on aggregate liability is the greater of (a) the amounts you paid to GiftIt under this Agreement in the twelve (12) months preceding the event giving rise to liability, or (b) one thousand U.S. dollars ($1,000).

14. Publicity

Neither party will issue any press release or use the other party’s name or logo for marketing purposes without prior written consent, except that GiftIt may identify Customer as a customer of GiftIt in customer lists in a non-disparaging manner.

15. Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, on notice to the other party.

16. Governing law and dispute resolution

This Agreement is governed by the State of Utah. Disputes are resolved as set out in Section 14 of the Terms of Service, except that business customers may pursue claims in the state and federal courts located in Utah in lieu of arbitration where both parties agree in writing.

17. Contact

Business inquiries: legal@trygiftit.com. Support: support@trygiftit.com.