The Wolfe Companies Merchant Terms & Conditions

These Terms and Conditions ("Terms") set forth the terms and conditions between Merchant and The Wolfe Companies, LLC ("TWC"), inclusive of its operating subsidiaries, including but not limited to, GiftYa, LLC, Perfect Gift, LLC, Gift Card Granny, LLC, and Wolfe Merchant Solutions, LLC, regarding the TWC digital egift program (the "Program"). There is NO FEE to participate. TWC reserves the right, in its sole and absolute discretion, to modify these Terms at any time. Merchant agrees to be bound by the Terms and can opt out at any time, which shall result in the Merchant being removed from the Program.

1. Services

a. Services. Merchant wishes to become a part of TWC's Program, whereby TWC may, but shall not be required to, perform services related to the marketing, sale and distribution of Merchant's gift card products ("Services"), including via TWC's card-linked gifting platform.

b. Partners. TWC may perform the Services in coordination with its partners including, but not limited to, retail outlets (brick-and-mortar and digital) and third-party distributors (collectively, "Partners").

c. Promotional Materials; Merchant Content. In order to facilitate the performance of the Services by TWC, Merchant shall submit to TWC certain content and marketing materials, including without limitation names, graphic, images, symbols, trademarks, service marks, logos, trade names and other content (collectively, the "Merchant Content"). TWC shall use such Merchant Content as necessary and/or appropriate for the provision of the Services. Merchant hereby grants to TWC nonexclusive, worldwide, transferable, sublicensable licenses to display, use, perform, publish, copy, reproduce, transmit, distribute, and create derivative works of the Merchant Content solely in order to perform the Services, including via TWC's Partners. Merchant acknowledges and agrees that Merchant is solely and exclusively responsible and liable for all Merchant Content. Notwithstanding the foregoing, TWC shall not be obligated to use any of the Merchant Content and in no event shall TWC be required to use any Merchant Content that violates any applicable law, rule, or regulation.

2. Information Disclosures and Consents

a. Collection and Use of Merchant Information. Merchant consents to the monitoring, collection, and use of Merchant information which is required in order for the provision of the Services, including but not limited to the following: (i) posting Merchant name on TWC website(s) and app(s); (ii) providing Partners with proof that Merchant has opted into the Program; (iii) accomplishing all aspects of transaction matching and allowing end users to accurately identify transactions; (iv) marketing TWC and/or its Partners' other product(s) or service(s) to Merchant; or (v) as reasonably necessary or appropriate in order for TWC to provide the Services.

b. Recipients of Merchant Information. Merchant consents to disclosure to, and receipt by, the following entities of the foregoing Merchant information: payment processors; card network entities; third party technology platform providers; end users' financial institutions; Partners; and TWC's financial institutions.

c. Release. Merchant hereby releases all claims by Merchant and its representatives and affiliates against any and all entities identified in Section 2(b) for and in connection with account or statement crediting services, whereby a card network or financial institution issues an account or statement credit (or, in certain instances, a debit) to a network card holder or financial institution account holder that has (i) registered a network card or financial institution account as part of the Program; and (ii) made a qualifying purchase with such card or account or took an action to receive the reward.

3. Proprietary Rights

a. Reservation of Rights. TWC reserves all of its rights, title and interests in and to the Services (excluding any Merchant Content), Program and any other technology, copyrightable material or other intellectual property or other proprietary information, data or materials in connection with these Terms and the Services and/or Program(s) hereunder (collectively, the "Intellectual Property"). Merchant acknowledges that no rights are granted to Merchant hereunder other than as expressly set forth herein. TWC acknowledges and agrees that Merchant retains all rights, title and interests in and to the Merchant Content supplied to TWC hereunder.

4. Miscellaneous

a. Representations and Warranties. Each party represents and warrants to the other that: (a) the performance of its obligations hereunder, and the signature of the individual below, have been duly authorized by all necessary corporate actions; (b) neither the performance of any of its obligations hereunder, nor the consummation of any of the transactions contemplated hereby, will violate any agreement to which it is a party; (c) any and all individuals agreeing to these Terms are fully authorized to do so.

b. Insolvency. If TWC is insolvent or ceases to operate as a going concern, Merchant shall not be liable for any funds not received by end user. TWC represents and warrants that it has entered into a written agreement with a financial institution pursuant to which such institution shall hold all end user funds and shall provide recordkeeping and fund remittance services under applicable unclaimed property laws.