Terms of Use

Last updated: July 10, 2024

Welcome to GFT. Greenfence Consumer, LLC and/or its affiliates (“GFT”) provide website features and other services to you when you visit and use mygft.com, gftmaker.com or any of our other websites (hereinafter, collectively, “GFT Site”), use GFT services or use software provided by GFT in connection with any of the foregoing (collectively, “GFT Services”). GFT provides the GFT Services subject to the following terms (“Terms of Use”). 

When you come across the words: “we,” “us” and/or “our”, they all mean GFT. When you come across the words “you”, “your”, they all mean you as an individual or as a business depending on your intent and reasons for using GFT Services.

By using GFT Services, you agree to these Terms. Please read them carefully.

We offer a wide range of GFT Services, and sometimes additional terms may apply. When you use a GFT Service (for example, Profile, Create a Campaign, Redeem) you may also be subject to guidelines, terms and agreements applicable to that GFT Service (“Service Terms”). If these Terms of Use are inconsistent with the Service Terms, those Service Terms will control.

1. Privacy

Please review our Privacy Policy, which also governs your use of GFT Services, to understand our practices that include, among other topics, our practices in complying with the EU General Data Protection Regulation, California Privacy Rights Act and the Virginia Consumer Data Protection Act.

2. Electronic Communications

When you use GFT Services, or send e-mails, text messages, and other communications from your devices to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as messages and notifications that are sent to or from GFT Services to your devices as emails and texts, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, unless mandatory applicable laws specifically require a different form of communication.

3. Copyright

All content included in or made available through any GFT Service, such as text, graphics, logos, button icons, images, audio clips, videos, digital downloads, data compilations, and software is the property of GFT or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any GFT Service is the exclusive property of GFT and protected by United States and international copyright laws.

4. Trademarks

In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through any GFT Service are trademarks or trade dress of GFT in the United States and other countries. GFT’s trademarks and trade dress may not be used in connection with any product or service that is not GFT’s, in any manner that is likely to cause confusion among Consumers, or in any manner that disparages or discredits GFT. All other trademarks not owned by GFT that appear in any GFT Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by GFT.

5. Patents

One or more patents owned by GFT apply to the GFT Services and to the features and services accessible through the GFT Services. Portions of the GFT Services operate under license of one or more patents.

6. License and Access

Subject to your compliance with these Terms of Use, any Service Terms, any GFT policies, terms and conditions, and your payment of any applicable fees, GFT or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the GFT Services. This license does not include any resale or commercial use of any GFT Service, or its contents; any collection and use of any product or service listings, descriptions, or prices; any derivative use of any GFT Service or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, artificial intelligence, machine learning, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms of Use, any Service Terms, and any GFT policies, terms and conditions, are reserved and retained by GFT or its licensors, suppliers, publishers, rightsholders, or other content providers. No GFT Service, nor any part of any GFT Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of GFT. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of GFT without our express written consent. You may not use any meta tags or any other “hidden text” utilizing GFT’s name or trademarks without the express written consent of GFT. You may not misuse the GFT Services. You may use the GFT Services only as permitted by law. The licenses granted by GFT terminate if you do not comply with these Terms of Use, any Service Terms, or any GFT policies, terms and conditions. You agree you will not use the GFT Services or your account to engage in activities which are identical or in any way similar to GFT’s business.

7. Your Account

You will need your own GFT account to use GFT Services, and you are required to be logged in to the account and may need or choose to have a valid payment method associated with it. You are responsible for maintaining the confidentiality of your account, your credentials to access your account, and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account. You should take all necessary steps to ensure that your account credentials are kept confidential and secure and should take action immediately to change those credentials if you have any reason to believe that your account credentials have become compromised, including being known to anyone else, or if being used or likely to be used in an unauthorized manner. You are responsible for ensuring that the details you provide us with are correct and complete, and for updating your information on the GFT Sites. We will determine that all accounts that are not used (i.e., no sign in, no sign out, and no other activity by a user on any GFT Sites) for a period of more than ninety (90) days will be determined to be “Inactive”. Inactive user accounts will remain available and accessible on any GFT Sites. Any use by you of an Inactive account will make your account active again. We reserve the right to force a password change for any Inactive users and their respective accounts, and we may send you notifications that your user account is Inactive. GFT does not sell products or services for anyone under the age of 18. If you are under 18, you may not use the GFT Services. If you make a purchase and there is a problem with receiving funds from your selected payment method, you will not be able to continue with your purchase until such funds are received. If we are informed, discover or otherwise determine that you are (1) acting contrary to the intent of this Terms of Use, GFT Services or GFT, we reserve the right to investigate and, in our sole discretion, we reserve the right to remove or terminate your access, refuse you services and cancel orders; and/or; (2) posting, distributing or sharing fraudulent, defamatory, likely to offend, or otherwise inappropriate content, the determination of inappropriate content being at GFT’s sole discretion, we reserve the right to remove that content.

You shall be solely liable for your business name submitted. In case GFT receives any complaint or claim against you in respect of your business name that it determines, in its sole discretion to be valid, GFT shall have the right to suspend or terminate your account immediately or to require you to change to a new business name.

8. GFT’s Role & Your Role

GFT allows third party companies including, but not limited to, brands, retailers, publishers, distributors, and marketing agencies (collectively, hereinafter, a “Marketer” or “Marketers”) to create, list, fund, offer and settle their digital products and services or rewards (collectively, hereinafter, “Campaign” or “Campaigns”) to shoppers or consumers (hereinafter, “Consumer” or “Consumers”) on GFT Sites. Such Campaigns may include, but are not limited to, digital campaigns, games, collectibles, videos, pictures, rebates, debit cards, coupons, and artwork. For each Campaign created by a Marketer, the Marketer pays GFT with the required sum of money for that Campaign before it is published (“Publish”, “Published”, “Publication” or “Publishing”). Publishing a Campaign means the rewards for that Campaign are made available to Consumers who can use, buy, transfer, sell or redeem the reward from that Campaign. A Marketer’s Campaigns, and any terms and conditions added by the Marketer related thereto, are available to Consumers through GFT Sites including, but not limited to, gftrewards.com. GFT reserves, at its sole discretion, to offer a Marketer’s Campaigns through GFT Sites. While GFT helps facilitate transactions with Marketers, GFT is neither the Consumer, a user nor Marketer of the Marketer’s Campaigns. Accordingly, the contract formed between a Marketer’s Campaigns with Consumers is solely between the Consumer and the Marketer (the “Contract”). GFT is not a party to the Contract, is not the Marketer’s agent, and assumes no responsibility arising out of or in connection with the Contract. The Marketer is solely responsible for its Campaigns and for dealing with any Consumer claims or any other issue arising out of or in connection with the Contract between the Consumer and the Marketer. 

You acknowledge that you are fully assuming the risks of conducting any transactions in connection with using the GFT Sites or GFT Services, and that you are fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to the Campaigns that are the subject of transactions using the GFT Sites or GFT Services. Such risks shall include, but are not limited to, misrepresentation of Campaigns, fraudulent schemes, unsatisfactory quality, failure to meet specifications, unlawful Campaigns, intellectual property complaints, delay or default in delivery or payment, cost miscalculations, breach of warranty and breach of contract. Such risks also include the risks that the importation, export, offer, display, purchase, sale and/or use of Campaigns offered or displayed on the GFT Site or through GFT Services may be asserted to violate Third Party Rights, and the risk that you may incur costs of defense or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that Consumers or others suffer harms, injuries and/or assert claims to have suffered injuries or harms that may be directly or indirectly relate to a Campaign originally obtained through a GFT Site or the GFT Services as a result of a transaction. All of the foregoing risks are hereafter referred to as “Transaction Risks”. You agree that GFT shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of, or in connection with, any Transaction Risks.

You are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the GFT Site or GFT Services, including, without limitation, terms regarding sales, payment, refunds, disputes, insurance, royalties, fees, taxes, licenses, fines and permits.

9. Refunds

At our sole and absolute discretion, a refund may be issued without requiring completion of any dispute process contained in a GFT Service.

10. Service Descriptions

GFT attempts to be accurate with all GFT Services. However, GFT does not warrant that service descriptions or other content of any GFT Service is accurate, complete, reliable, current, or error-free. If a service offered by GFT itself is not as described, your sole remedy is to request a full or partial refund of any monies paid for the use of that service, and only where such monies are not already part of a transaction between a Marketer and a Consumer. However, note that GFT takes no responsibility for any part of a Campaign including, but not limited to, the Campaign’s artwork, description, website references and terms and conditions.

11.  Pricing

“Cost” means the cost that the Marketer enters for the Campaign, or if more than one Campaign, the sum of such Costs for all Campaigns. “Price” means the price or budget of a Campaign inclusive of any GFT Referral Fees (see Section 12 below) charged to the Marketer and, if applicable, your taxes (to the extent, as illustrated by the example below, that your taxes are known at the time the Price is calculated). 

With respect to Campaigns offered or sold by Marketers through GFT Sites, we cannot confirm or guarantee the Price of that Campaign even where the Marketer completes their Campaign order and chooses to pay the Price of their Campaign. Note that Campaigns may not fully reflect the correct Price, including for reasons beyond GFT’s control: by way of example only, such factors include where your taxes, such as sales and use taxes, (“Your Taxes”) are required to be levied based on the location of a Consumer’s redemption; thereby, unless the location is restricted by the Marketer when creating the Campaign, such location-based sales and use taxes are unknown until a Consumer redemption occurs. 

If the correct Price of a Campaign is higher than the stated Price, we will, at our discretion, either: (1) contact the Marketer for instructions before confirming the order for the Campaign, (2) cancel the Marketer’s order and notify the Marketer of such cancellation; or (3) if related to Your Taxes, require immediate payment by the Marketer for such charges, which the Marketer agrees to promptly remit to GFT. 

Should a Marketer fail to promptly remit payments owed to GFT, whether for adjustments to the Price or for any other reason, GFT reserves the right to require the Marketer to owe and promptly remit to GFT an interest charge (“Interest”). The Interest that will accrue will commence once any amount is due to GFT for at least 30 days, and will be calculated at the prevailing or latest rate of inflation cited by the International Monetary Fund (“IMF”) at https://www.imf.org/external/datamapper/PCPIEPCH@WEO/OEMDC/ADVEC/WEOWORLD plus 2.5% annual percentage rate. Interest will be calculated and become due to GFT on a daily basis and will continue to accrue until there are no amounts due to GFT that have been due for more than 30 days. Should the IMF not cite a prevailing or latest rate of inflation for a country, the Interest rate shall accrue on the foregoing basis at a rate of 20% annual percentage rate.

For a Marketer’s Campaign, no payment is due from the Marketer until the Marketer chooses to pay the Price for their Campaign. Only Campaigns where a Marketer has paid the Price can be Published and, thereby, become available for distribution to Consumers.

12. Marketer Referral Fees and Other Fees

Marketers will pay us: (a) the applicable Referral Fees; (b) any other applicable fees described in this Terms of Use (including any applicable Program Policies); and (c) where applicable, Your Taxes. With respect to each Campaign that a Marketer wants to pay for: “Referral Fee” means the applicable fee based on the Marketer Fee Schedule for the particular Campaign at the time of payment; this Referral Fee is based on GFT’s categorization of the type of Campaign being funded. Note that the total Price that is due from a Marketer may include additional expenses and other charges such as Your Taxes, and any amounts that you (as a Marketer) has failed to pay to us or our affiliates on or before an applicable due date.

13. App Permissions

When you use apps created by GFT (each a GFT Site), such as the mygft.com progressive web app, you may grant certain permissions to us for your device. Most devices provide you with information about these permissions.

14. GFT Services: Notifications

GFT Services include functionality enabling you to receive notifications, escalations and actions (collectively, “Notifications”) that may be triggered as a result of another party’s action or inaction. By way of example only, Notifications regarding low remaining Marketer funds due to Consumer redemptions. The Notification may be an indicator based on established triggers or settings that a user provided or entered. Any such notifications should not be viewed, nor be construed to be viewed, as any indicator of a user’s or party’s compliance with any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction (collectively, “Laws”), or performance, standards, practices, or any other matter. We are not responsible for, and we do not warrant, the compliance status or offerings of any business or individual. GFT does not assume any responsibility or liability for the actions, compliance, services or content resulting from the action or inaction of any user, whether a Marketer or a Campaign, a Consumer, a retailer or any other party that uses GFT Sites or GFT Services.

15. GFT Services: Referees

If you provide a business referee, or are otherwise vouched for, sponsored, or validated by another individual or business, you represent, warrant and agree that you have obtained all necessary consents, approvals and waivers from that individual or business to (a) act in the capacity for which you were vouched for, sponsored or validated; (b) post and publish on their behalf or as their duly authorized representative; and (c) that GFT or third-parties may contact you or your referee, with or without your consent, to seek support for claims or statements made about you.

16. GFT Services: Authentication

You are hereby made aware that there may be risks of dealing with people acting under false pretenses. Because verification on the Internet is difficult, GFT cannot and does not provide any guarantees of any user’s purported individual or business identity. We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.

As a Marketer creating Campaigns on GFT Sites as well as on other websites, you agree that: (i) you may be required to authenticate your business to participate in certain GFT Services (including, but not limited to, creating Campaigns) and that GFT has no responsibility or liability for your decision to participate in these GFT Services or any authentication requirement associated with those GFT Services; (ii) you, as the contact person, are an authorized representative of the individual or business that is represented on the GFT Sites; and; (iii) you shall not use, for any purpose or in any manner whatsoever, any GFT authentication decision without the prior written consent of GFT. If you choose to provide information, documents or transmit any details to GFT, you thereby authorize GFT or its chosen third party service provider to conduct due diligence to determine the authenticity of such information, documents or details. You agree to provide all necessary information and render all reasonable assistance and cooperation that GFT or its third party may require in order to complete verification of your identity and/or authenticate the information, documents or details you have provided. You agree not to hold GFT and/or our affiliates liable for any errors or omissions made, whether or not negligent, intentional or otherwise. 

17. Availability of GFT Services

GFT reserves the right to change, upgrade, modify, remove, limit or suspend the GFT Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. GFT further reserves the right to introduce new features, functionalities or applications to the GFT Services or to future versions of the GFT Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Terms of Use, unless otherwise stated by GFT. 

GFT Services (or any features within the GFT Services) may vary for different regions and countries. No warranty or representation is given that a particular GFT Service, or feature or function thereof, or the same type and extent of the GFT Service or features and functions thereof, will be available to you. GFT may, in our sole discretion, limit, deny or create different levels of access to access and/or use any of the GFT Services, or any features within the GFT Services.

18. Sanctions and Export Policy

You may not use any GFT Service if you or your business are the subject of United States sanctions or of sanctions consistent with the United States or other Laws imposed by the governments of the country where you or your business are using GFT Services. You and your business must comply with all United States or other export and re-export restrictions that may apply to digital products and software (including GFT Software), technology, and services.

19. Other Businesses using GFT Services

Parties other than GFT operate through the GFT Services to, by way of example only, promote their Campaigns. In addition, we may provide links to the sites of affiliated companies, certain other businesses and other parties. If you purchase, use, consume or interact in any way with the digital products or services offered by these businesses or individuals, such interactions or transactions are directly with those third parties, and are not with GFT. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any of these businesses or individuals (including, if applicable, the content of their Websites to which they may direct you). GFT does not assume any responsibility or liability for the actions, products, services, documents or content of any third parties. You should carefully review third party’s privacy statements, and their terms and other conditions of use. Any material downloaded or otherwise obtained through the use of GFT Services is at your sole discretion and risk and you are solely responsible for any damage to your device, computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by you from GFT Services or through or from the GFT Services shall create any warranty not expressly stated in this Terms of Use, or any GFT policies, terms and conditions.

As some or part of the GFT Services may be supported and provided by affiliates of GFT, GFT may delegate some of the Services to its affiliates, who you agree may invoice you for any purchases you make.

20. Offshore Entities

Businesses which are deemed as offshore entities (“Offshore Entity”) will not be eligible to use GFT pursuant to this Terms of Use. For purposes of this Terms of Use, an Offshore Entity shall refer to businesses that are either (a) registered or incorporated outside the country in which it has its main offices and operations, or (b) businesses which are registered or incorporated outside the country where its principal shareholders reside. Notwithstanding the aforementioned, GFT shall have sole and absolute discretion to determine whether your business will be deemed as an Offshore Entity for purposes of this Terms of Use. In the event this occurs, GFT shall be entitled to terminate this Terms of Use pursuant to Section 30, and you agree that GFT shall be entitled to any fees paid or payments made by that Offshore Entity without any liability to you. Further, GFT shall have no liability to any Offshore Entity for any canceled orders, contracts, or other business you may have planned to conduct, or are conducting, using GFT Services.

21. Bribery, Corruption & Other Inappropriate Business Practices

Corruption, bribery, extortion, embezzlement, and other questionable/inappropriate business practices, in any form are strictly prohibited. You and your business shall not violate the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, any international anti-corruption conventions, and any applicable anti-corruption laws and regulations of any other countries in which you or your business operate, and you and your business shall not engage in the practice of corruption, extortion or embezzlement in any form. You and your business shall not offer bribes or other means to obtain an undue or improper advantage. You and your business shall not, under any circumstances, tolerate the giving or receiving of undue reward to influence the behavior of another individual, organization, politician or government body, so as to acquire a commercial advantage; this extends to all operations, regardless of whether bribery is otherwise tolerated and condoned. You and your business must conduct business in a fair, transparent and ethical manner at all times. Nothing in this Terms of Use, or any GFT policies, terms and conditions, shall be construed as intended to limit or restrict activities that may be otherwise lawful.

22. Conflicts of Interest

You and your business are required to avoid any relationship or activity that might create or give the appearance of creating a conflict of interest. A conflict of interest would be (i) any set of circumstances where GFT’s proprietary or confidential information could be compromised; or (ii) where GFT’s best interests may be compromised, in any manner or way, in favor of yourself or another party.

23. Your Materials

GFT shall have the right, but shall not be obliged, to monitor or examine any information and materials including Campaigns or any website link that you Publish or submit for Publishing on GFT Services (“Your Materials”).  Publishing of Your Materials shall by no means mean that GFT has endorsed, authenticated or otherwise certified the contents of Your Materials. You shall be solely responsible for the contents of Your Materials.

You may Publish, subject to payment of any applicable fees including but not limited to GFT Referral Fees, Your Materials, which may include but are not limited to a description of you, your products and services, your business, photos, videos, and other content, so long as Your Materials, or any part thereof, are not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights, trademark rights and/or copyrights), or otherwise injurious to third parties or objectionable, and Your Materials do not consist of or contain software viruses, political campaigning, commercial solicitation outside of the GFT Services, chain letters, mass mailings, or any form of “spam” or unsolicited commercial electronic messages. You may not use a false e-mail address, impersonate any person, business or entity, or otherwise mislead as to the origin of any of Your Materials. 

If, in GFT’s reasonable opinion, any of your activities using GFT Services or any of Your Materials (including information accessible through a link in Your Materials), are in violation of any Laws and regulations or a third party’s legitimate rights (including without limitation intellectual property rights), this Terms of Use that may otherwise subject GFT or its affiliates to liability, GFT reserves the right (but not the obligation), in its sole discretion, to remove, edit or otherwise alter Your Materials, or any part thereof, and/or limit or suspend the provision of the GFT Services or any part thereof (including, without limitation, limiting the number or types of digital product or services listings that you can Publish on the GFT Services for such duration as GFT may, in its sole discretion, consider appropriate). GFT does not regularly review Your Materials. 

You may delete certain of Your Materials from public view (e.g., remove a Campaign from Publication) or, where such functionality is offered, change settings so that it is only shown to others to who you grant access.

If you do Publish Your Materials, and unless we indicate otherwise, you grant GFT a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant GFT, and any affiliates, the right to use the name that you submit in connection with Your Materials, if we choose. You represent and warrant that you own or otherwise control all of the rights to Your Materials; that Your Materials are accurate; that use of the content you supply in Your Materials does not violate this policy and will not cause injury to any person or entity; and that you will indemnify GFT for all claims resulting from Your Materials you supply. GFT takes no responsibility and assumes no liability for any of Your Materials posted by you or any third party, except to the extent that any liability arises from our failure to properly remove Your Materials when notified of the illegal nature of Your Materials by your contacting us through assistance@GFTrewards.com arising out of or on the grounds of, or originating from Your Materials that you have communicated to us.

24. How to Serve a Subpoena or Other Legal Process

GFT accepts service of subpoenas or other legal processes only through GFT’s commercial registered agent, Mr. Bryan Williams. Subpoenas or other legal process may be served by sending them to Mr. Williams at the following address:

410 S. Rampart Blvd, Suite 350, Las Vegas, Nevada 89145, USA.

Attn: Greenfence Consumer, LLC DBA GFT Rewards

Please note also that providing detailed and accurate information at the outset will facilitate efficient processing of your request. That information will include, by way of example only, e-mail addresses, name of businesses, details of the Campaign, payment information, IP address, and complete time stamps.

25. Notice and Procedure for Making Claims of Intellectual Property Infringement

GFT respects the intellectual property of others. If you believe that your intellectual property rights have been infringed, please submit your complaint to the address below. This may be used to report all types of intellectual property claims including, but not limited to, copyright, trademark, and patent claims. We strive to respond to the concerns of rights owners about any alleged infringement, and we terminate repeat infringers in appropriate circumstances.

Written claims concerning copyright infringement must include the following information:

• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf;
• A physical or digitally authenticated signature of the individual authorized to act on behalf of the owner of the copyright interest, and which must also confirm that all of the foregoing details are true and correct to the best of signing individual’s knowledge and belief.

Written claims concerning copyright infringement must include all the foregoing details and be sent to via e-mail to: assistance@GFTrewards.com 

26. Notice and Procedure for Making Complaints of Rights Infringements

If you believe that your rights are being infringed, you may send us notice by contacting us at assistance@GFTrewards.com. We respond expeditiously to rights owners and their agents who contact us and who communicate concerns about any alleged infringement.

On receipt of such contact, we may take certain actions, including removing information or a Campaign or service, all of which are taken without any admission as to liability and without prejudice to any rights, remedies or defenses, all of which are expressly reserved. Furthermore, in contacting us about an infringement, you grant to GFT the right to use, reproduce, modify, adapt, publish, translate, create derivative works from, and display content regarding the infringement or infringing Campaign or service throughout the world in any media. This includes forwarding your communication to GFT to the parties involved in the provision of the allegedly infringing content. You agree to indemnify GFT for all claims brought by a third party against GFT arising out of or in connection with the contact by you of any alleged infringement.

Note on Third Party Campaign Listings: Please keep in mind that Marketer Campaign listings are merely hosted on GFT Sites and are posted solely at the direction of such Marketers, who may be contacted through their details provided on the Campaign listings.

Important Warning: Sending GFT false, misleading or inaccurate information may result in civil and/or criminal liability. You should contact a legal advisor should you have any questions.

27. Notice and Procedure for Notifying GFT of Defamatory Content

Because many Campaigns and services are listed or are available on GFT Sites, it is not possible for us to be aware of the contents of each Campaign or service that is available, displayed or listed for sale. Accordingly, we operate on a “notice and action” basis. If you believe that any content on or within a Campaign or service on GFT Sites contains a defamatory statement, please notify us immediately by contacting us at assistance@GFTrewards.com with the subject line “Defamation Notice [insert your name]”

Important Warning: Sending GFT false, misleading or inaccurate information to GFT on Defamatory Content on GFT Sites may result in civil and/or criminal liability. 

28. Warranties and Liability

We attempt to ensure that the availability of GFT Services will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Also, your access to GFT Services may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction.

THE GFT SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE GFT SERVICES ARE PROVIDED BY GFT ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. GFT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE GFT SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE GFT SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE GFT SERVICES IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY LAW, GFT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GFT DOES NOT WARRANT THAT THE GFT SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE GFT SERVICES, GFT’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM GFT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, GFT WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY GFT SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY GFT SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

YOU AGREE TO INDEMNIFY GFT, OUR AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND TO HOLD THEM HARMLESS, FROM ANY AND ALL DAMAGES, LOSSES, CLAIMS AND LIABILITIES (INCLUDING LEGAL COSTS ON A FULL INDEMNITY BASIS) WHICH MAY ARISE FROM YOUR SUBMISSION, POSTING OR DISPLAY OF ANY CONTENT, FROM YOUR USE OF THE GFT SITE OR GFT SERVICES, OR FROM YOUR BREACH OF THE TERMS OF USE. YOU HEREBY FURTHER AGREE TO INDEMNIFY AND SAVE GFT, OUR AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES HARMLESS, FROM ANY AND ALL LOSSES, DAMAGES, CLAIMS, LIABILITIES (INCLUDING LEGAL COSTS ON A FULL INDEMNITY BASIS) WHICH MAY ARISE FROM YOUR BREACH OF ANY REPRESENTATIONS AND WARRANTIES MADE BY YOU TO GFT, INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN SECTION 8 AND SECTION 30 HEREUNDER.  

The Laws of some countries do not allow part, some or all of the limitations described above. If these Laws apply to you, part, some or all of the above limitations may not apply to you and you might have additional rights.

29. Disputes

You irrevocably agree that any dispute or claim you have that relates, in any way, to your use of any GFT Service, including Campaigns, available through any GFT Sites, collectively a “Dispute”, will be resolved by binding arbitration, rather than in court, except that you may assert a Dispute in small claims court if your claims qualify. The US Federal Arbitration Act and US federal arbitration law will apply to all Disputes.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms of Use as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your Dispute to our registered agent Mr. Bryan Williams at 410 S. Rampart Blvd, Ste. 350, Las Vegas, Nevada 89145, USA, marking it for the attention of Greenfence Consumer, LLC DBA GFT Rewards. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules. The AAA’s rules are available at www.adr.org or by calling +1 800 778 7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. You may choose to have the arbitration conducted by telephone, based on written submissions or conducted in person, subject to AAA rule requirements, and you unconditionally consent to it being conducted in Clark County, Nevada, USA or Los Angeles County, California, USA.

We each agree that any Disputes will be conducted only on an individual basis and not in a class, consolidated or representative action. If, for any reason, a Dispute proceeds in court, rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

30.  Termination

If any of the following circumstances occurs, GFT shall have the right to terminate this Terms of Use immediately at such time deemed appropriate by GFT acting in its sole discretion and you agree to forfeit any monies paid for any Campaigns or services to GFT, whether directly or as part of a purchase from a third party, without GFT incurring any liability:

1. GFT has reasonable grounds to believe that you are using the GFT Site or GFT Services for any fraudulent or other unlawful purpose;
2. On complaint or claim from any third party, GFT has reasonable grounds to believe that you have willfully or materially breached a contract with the third party complainant, including without limitation: (1) where the Marketer has failed to deliver the Campaign or services to the complainant, including (where applicable) after receiving funds from the complainant; or; (2) where the Marketer or Consumer failed to make payment to the complainant after receipt or use of the Campaigns or services, or (3) where the Marketer delivered Campaigns or services that failed to materially meet, in our sole determination, the terms and descriptions outlined in Your Materials;
3. GFT has reasonable grounds to believe that you are involved in the production or sale of any inferior, misleading, fraudulent or similar Campaigns (or services) which infringe any intellectual property rights or other legitimate rights of any third party;
4. GFT has reasonable grounds to believe that you are infringing any intellectual property rights or other legitimate rights of GFT;
5. You assign or transfer part or all of its rights and obligations under this Terms of Use to a third party (including usage of your Account) without GFT’s prior written consent;
6. You sell any business information related to Consumers and/or buy leads/inquiries which are obtained by you as a result of your use of the GFT Services, without the Consumer’s or GFT’s prior written consent;
7. You are involved in any scheme or activities to undermine the integrity or normal operation of the computer systems or networks of the GFT Sites (including, but not limited to, gaining unauthorized access to the systems of the GFT Sites, or stealing, modifying or deleting the information of other users of the GFT Sites without authorization);
8. You are in breach of any of your representations, warranties and undertakings in this Terms of Use;
9. You have failed to rectify any breach of this Terms of Use other than those under Section 30a through 30h hereof within 10 working days of being notified by GFT of such breach;
10. You have committed breaches of this Terms of Use other than those under Section 30a through 30h hereof 2 or more times;
11. You are deemed to be an Offshore Entity pursuant to Section 20 of this Terms of Use;
12. Your business ceases to conduct its operations, is insolvent or wound up, or becomes the subject of any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, or any similar proceeding
13. You and/or your director(s), officer(s) or controlling party/ies became, or GFT has reason to believe that you and/or your director(s), officer(s) or controlling party/ies will become an entity or person that is subject to any economic or trade sanctions of any governmental, international or regulatory entities, provided that should GFT exercise its right of termination under this Section 30m, GFT may, in its sole discretion (but not as an obligation) and within 90 days, refund to you part or all of the fees for any unused GFT Campaigns or GFT Services for the reminder of the Service Period after the termination date.
14. If the Terms of Use are terminated under Section 30 and other provisions of this Terms of Use, GFT shall have the right to refuse any and all current or future use by you of the GFT Services or any other services that may be provided by GFT.
15. In the event that GFT does not receive full payment of any due amounts within ten (10) business days, any of your Campaigns may, at GFT’s sole discretion, be terminated or forfeited immediately without further notification from GFT. Access to GFT and GFT Sites shall be denied upon such termination.
16. Notwithstanding any of the foregoing provisions of this Section 30, GFT may, at any time with 30 calendar days prior written notice for convenience without reason, terminate this Terms of Use. Such termination shall be without prejudice to all rights and obligations incurred by you and GFT on and prior to the termination date. GFT may, at its sole discretion and within 90 days, refund to you some or all of any monies received from you for unused GFT Campaigns or GFT Services after the termination date.
17. If you do not keep GFT informed of a valid and legally permissible account for receiving any funds payable to you under this Terms of Use. It is solely your obligation to GFT keep GFT informed of a valid and legally permissible account for receiving any funds payable to you under this Terms of Use. GFT shall not be responsible for any delay or failure of receipt of funds by you arising out of incomplete or inaccurate information provided by you and GFT shall only use its reasonable commercial efforts to contact you in respect of any such delay or failure.

31. Force Majeure

Under no circumstances shall GFT be held liable for any delay or failure or disruption of the GFT Services resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, pandemics, epidemics, shortages of labor or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.

32. Compliance with Laws and Regulations

You will comply with all applicable local, national and international Laws, treaties and industry standards, including, without limitation, those pertaining to the creation, costing, pricing (including Price), fees (including GFT Referral Fees), funding, purchase, distribution, sale, redemption and settlement of Campaigns and/or services. In the event any provision of this Terms of Use is stricter than applicable local, national or international Laws, you will comply with this Terms of Use. However, if there is any conflict between the provisions of this Terms of Use and the requirements of any applicable local, national or international Laws, you will comply with such Laws, and you agree to notify us in writing of any such conflicts. GFT reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, GFT may disclose your identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. GFT shall not be liable for damages or results thereof, and you agree not to bring any action or claim against GFT for such disclosure. In connection with any of the foregoing, GFT may suspend or terminate your account as GFT deems appropriate in its sole discretion. GFT shall have the right to publish the records relating to the handling of complaints against you, breaches by you or termination of this Terms of Use. You hereby grant to GFT a non-exclusive, royalty-free, sub-licensable, worldwide, transferable license to (a) display, publish or transmit all or part of Your Materials to others through the GFT Services, (b) link, copy, store, adapt, translate or make other reasonable use of all or part of Your Materials or any adaptations thereof, necessary to provide the GFT Services in any medium known now and in the future. You authorize GFT (GFT however has no obligation) to, directly or indirectly, in such form and at such time and conditions at GFT’s sole discretion, promote, on behalf of you, any of Your Materials. To the extent that GFT does not materially modify such of Your Materials, you agree and undertake that you shall be solely responsible for, and shall keep GFT fully indemnified against any action, liability, claim, loss, damage and expense (including legal cost) arising from or related to such use of Your Materials.

33. Applicable Law

By using any GFT Site or GFT Service, you agree that the United States Federal Arbitration Act, applicable federal law, and the laws of the state of Nevada, without regard to the principles of conflict of laws, will govern these Terms of Use, any GFT terms and conditions, and any dispute of any sort that might arise between you and GFT.  

The United Nations Convention on the International Sale of Goods does not apply to the transactions contemplated by this Terms of Use or any GFT terms and conditions. The Uniform Computer Information Transactions Act (“UCITA”) will not apply to this Terms of Use or any GFT terms and conditions regardless of when and howsoever adopted, enacted and further amended under the laws of the State of Nevada or any other state. If UCITA is adopted and enacted in the State of Nevada or any other state and, as a result of such adoption and enactment or any subsequent amendment thereto, GFT may take action to effectuate the result contemplated by this Section, including amending this Terms of Use.

34. Policies, Headings, Modification & Severability

Please review our other policies, such as our Privacy Policy, posted on this and other GFT Sites. These policies also govern your use of GFT Sites and GFT Services. We reserve the right to make amendments or restatements to our site, policies, and any of our terms and conditions, including our Service Terms and these Terms of Use, at any time. The amended and restated Terms of Use shall be effective immediately after posting and will govern our relationship with you. After posting by GFT of the amended and restated Terms of Use, your continued use of the Services and Software shall be deemed to be acceptance of the amended terms. This Terms of Use may not otherwise be modified except in writing by an authorized officer of GFT. If any of these Terms of Use shall be deemed invalid, void, or for any reason unenforceable, that Term shall be deemed severable and shall not affect the validity and enforceability of any remaining Terms of Use. 

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

35. Waiver

If you breach these Terms of Use and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms of Use.

36. Our Address for Inquiries

Our address is Greenfence Consumer LLC DBA GFT Rewards, 410 S. Rampart Blvd., Ste. 350, Las Vegas, Nevada 89145, USA.

37.  Assignment

GFT shall have the right to assign this Terms of Use (including all of its rights, titles, benefits, interests, and obligations and duties in this Terms of Use) to any person or entity (including any affiliates of GFT). You may not assign, in whole or part, this Terms of Use to any person or entity.

38. Entire Agreement

This Terms of Use constitutes the entire agreement between you and GFT, with respect to and governing the use of the GFT Site and GFT Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

If there is any conflict between the English version and another language version of this Terms of Use or any of GFT’s policies, terms and conditions, the English version shall prevail. Any non-English language version of this Terms of Use, or any of GFT’s policies, terms and conditions, is provided for reference purposes only.

ADDITIONAL TERMS APPLICABLE TO GFT SOFTWARE

The following terms (“Software Terms”) apply to any software (including any updates or upgrades to the software) and any related documentation we make available to you in connection with GFT Services (the “GFT Software”). 

1. Use of the GFT Software

You may use GFT Software solely for purposes of enabling you to use the GFT Services as provided by GFT, and as permitted by these Terms of Use and any Service Terms. You may not incorporate any portion of the GFT Software into other programs or compile any portion of it in combination with other programs, or otherwise copy (except to exercise rights granted in this section), modify, create derivative works of, distribute, assign any rights to, or license the GFT Software in whole or in part. All software used in any GFT Service is the property of GFT or its software suppliers and is protected by United States and international copyright laws.

2. Use of Third-Party Services 

When you use the GFT Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile software provider. Your use of these third-party services may be subject to the separate policies, terms of use, and fees of these third parties.

3. No Reverse Engineering

You may not bypass any security of, reverse assemble, reverse engineer, tamper with, decompile or disassemble the GFT Software, whether in whole or in part. You may not attempt to recreate the GFT Software.

4. Updates

We may offer automatic or manual updates to the GFT Software at any time and without notice to you.

5. Government End Users

If you are a U.S. Government end user, we are licensing the GFT Software to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the GFT Software are the same as the rights we grant to all others under these Terms of Use.

6. Conflicts

In the event of any conflict between these Terms of Use and any other GFT or third-party terms applicable to any portion of GFT Software, such as open-source license terms, such other terms will control as to that portion of the GFT Software and to the extent of the conflict.

ADDITIONAL GFT MARKETER AGREEMENT FOR PARTIES OTHER THAN CONSUMERS

General Terms

Welcome to GFT Marketer Solutions, a suite of optional services available for parties such as Marketers, Retailers, Point-of-Sale providers, and other businesses (each a party).

THIS GFT MARKETER SOLUTIONS AGREEMENT (THE “MARKETER AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN ACCESS TO AND USE OF GFT SERVICES (each a “Service” or, collectively, “Services”) AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND GFT. BY REGISTERING FOR OR USING GFT SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS MARKETER AGREEMENT, INCLUDING ANY SERVICE TERMS AND PROGRAM POLICIES THAT APPLY FOR EACH COUNTRY FOR WHICH YOU REGISTER OR ELECT TO USE A SERVICE (IN EACH CASE, THE “ELECTED COUNTRY”).

As used in this Marketer Agreement, “we,” “us,”, “our” and “GFT” means the applicable GFT Contracting Party and any of its applicable affiliates, and “you” or “your” means the applicant (if signing up and onboarding for or using a GFT Service as an individual), or the business employing the applicant (if signing up and onboarding for or using a Service as a business) and any of its affiliates. Capitalized terms have the meanings given to them in this Marketer Agreement. If there is a conflict among terms in this Marketer Agreement, the Marketer Agreement (including any Program Policies) will prevail over any applicable Service Terms and the Terms of Use, and the applicable Service Terms will prevail over the Terms of Use.

1. Enrollment

To begin the enrollment process (“Enrollment”), you must complete the sign up and onboarding process for one or more Services. Use of a Service is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of Enrollment, you must provide us with your (or, depending on your role, your business’) legal name and e-mail address. We may at any time cease providing any or all of the Services at our sole discretion and without notice.

2. Referral Fee Payments & Monies

GFT Referral Fee details are described in the applicable Service Terms and/or Program Policies. You are responsible for all of your expenses in connection with this Marketer Agreement. To use a Service to Publish a Campaign, you must have completed Enrollment and provide us valid bank account information for a bank account or bank accounts acceptable by GFT (conditions for acceptance may be modified or discontinued by us at any time without notice) (“Your Bank Account”). You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, and to debit your account on the GFT Platform (“Your GFT Account”) for any sums payable by you to us (such as GFT Referral Fees, Your Taxes or otherwise) or to credit Your GFT Account for any sums payable to you. All payments to you will be initiated by you (not us) and remitted to Your Bank Account through a banking network (or by other means specified by us).

If we determine that your actions or performance (including performance of your Campaign (“Your Campaign”)) may result in non-payment to us of GFT Referral Fees, Your Taxes, chargebacks, claims, disputes, violations of our terms or policies, or other risks to GFT or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to GFT or third parties persist. For any amounts that we determine you owe us, we may (a) contact you to make a payment from Your Bank Account; (b) offset any amounts that are payable by you to us against any payments or amounts due to you; (c) invoice you for amounts due, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits not processed to Your Bank Account; (e) collect payment or reimbursement from you by any other lawful means; or (f) remove your Campaigns from being Published until no further payments are due or amounts are owed to us. The foregoing actions may, accordingly, modify Your GFT Account balance. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate this Marketer Agreement and/or any Program Policies, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Marketer Agreement will be expressed and displayed in United States Dollars, and all payments contemplated by this Marketer Agreement will be made in the United States Dollars.

In addition, we may require that you pay other amounts to secure the performance of your obligations under this Marketer Agreement or to mitigate the risk of non-reimbursement of other third parties involved in any of Your Campaigns or Your Service(s) that are Published through a GFT Site (“Your Transaction” or “Your Transactions”), non-payment of GFT Referral Fees, Your Taxes, chargebacks, claims, disputes, violations of our terms or policies, or other risks to GFT or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Marketer Agreement, including any applicable Program Policies, may result in their forfeiture.

As a security measure, we may, but are not required to, impose transaction limits on some or all Marketers and Consumers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if applicable, if we permit a Consumer to withdraw from a transaction because a GFT Site or Service is unavailable following the commencement of a transaction.

3. Term and Termination

The term of this Marketer Agreement will start on the date of your completed Enrollment for or use of a GFT Service, whichever occurs first, and continue until terminated by us or you as provided in this Marketer Agreement (the “Term”). We may terminate or suspend this Marketer Agreement or any Service for any reason at any time by notice to you. You may terminate this Marketer Agreement or any Service for any reason at any time by the means then specified by GFT. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Marketer Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16, and 39 will survive termination, and the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term. Any terms that expressly survive according to the applicable Service Terms will also survive termination.

4. License

You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our affiliates and operators of GFT; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the applicable GFT Site or Service); provided further, however, that nothing in this Marketer Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable Law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

5. Representations

You represent and warrant to us that: (a) you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power, and authority to enter into this Marketer Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Marketer Agreement; (c) any information provided or made available by you or your affiliates to GFT or its affiliates is at all times accurate and complete; (d) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (e) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Marketer Agreement.

6. Indemnification

You release us and agree to indemnify, defend, and hold harmless us, our affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to: (a) your actual or alleged breach of any obligations in this Marketer Agreement; (b) any of your sales channels and other means through which you or any of your affiliates offer Campaigns (“Your Sales Channels”) (other than GFT Sites and GFT), Your Campaigns (including their Publication, performance, redemption and settlement), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, or property damage related thereto; (c) your staff, contractors, sub-contractors, or any other individuals under your direction or control in any way whatsoever, collectively, “Your Personnel” (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); or (d) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If, at any time, we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

7. Disclaimer & General Release

1. THE GFT SITES AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU USE THE GFT SITES, AND THE SERVICES, AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS MARKETER AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS MARKETER AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE GFT SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
2. BECAUSE GFT IS NOT INVOLVED IN TRANSACTIONS BETWEEN CONSUMERS AND MARKETERS OR OTHER SIMILAR DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS IN SUCH DEALINGS, EACH PARTICIPANT RELEASES GFT (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

8. Limitation of Liability

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS MARKETER AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS MARKETER AGREEMENT, EVEN IF GFT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS MARKETER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX-MONTH PERIOD PAID BY YOU TO GFT IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

9. Insurance

You will and will cause your affiliates to (including through a third party) maintain: (a) commercial general liability insurance with a limit of $1,000,000 U.S. dollars (or local currency equivalent) per occurrence and in aggregate to cover liabilities caused by or occurring in conjunction with Your Campaigns, unless we inform you in writing that you are exempt from this requirement; (b) workers’ compensation insurance (or local country equivalent), including but not limited to coverage for all costs, benefits, and liabilities under workers’ compensation and similar laws that may accrue in favor of any provider of Your Campaigns, as required by applicable laws or regulations in all states or countries where you provide Your Campaigns; and (c) vehicle or auto liability insurance (or local country equivalent) with limits of at least $300,000 U.S. dollars (or local currency equivalent) per loss if the performance of any of Your Campaigns involves the operation of an automobile or other motor vehicle. Notwithstanding the previous sentence, if you are approved by us to list optional coverage plans, you will maintain commercial general, umbrella, and/or excess liability insurance with limits of at least $10,000,000 U.S. dollars (or local currency equivalent) covering liabilities caused by or occurring in conjunction with the operation of your business, including digital products and services, operations and bodily injury. If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term for each applicable country commercial general, umbrella or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming GFT and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage by email at assistance@GFTrewards.com or by mail to Greenfence Consumer LLC DBA GFT Rewards, 410 S. Rampart Blvd., Ste. 350, Las Vegas, Nevada 89145, USA.

10. Tax Matters

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that GFT automatically calculates, collects, or remits taxes on your behalf according to applicable law. You agree to and will comply with the Tax Policies as follows: Any and all fees (including GFT Referral Fees) payable by you pursuant to this Marketer Agreement are exclusive of all sales, use, and similar taxes, and you will pay any taxes that are imposed and payable on such amounts. All payments made by you to GFT under this Marketer Agreement will be made free and clear of any deduction or withholding (including but not limited to cross-border withholding taxes), as may be required by law. If any such deduction or withholding is required, you will pay such additional amounts as are necessary so that the net amount received by GFT is equal to the amount then due and payable under this Marketer Agreement. You will be responsible for paying GFT any of Your Taxes imposed on such fees (including GFT Referral Fees) and any deduction or withholding required on any payment.

Except as otherwise provided in this Marketer Agreement, you agree that GFT is not obligated to determine whether taxes apply, and GFT is not responsible to collect, report, or remit any taxes arising from any transaction. However, if a taxing authority requires us to pay any of Your Taxes, you will promptly reimburse us for the amounts paid. If the Campaign or service is provided from outside your elected country, the recipient of the Campaign or service may be required to pay an amount related to assessed sales, goods and services, use, excise, import, value added, or other taxes or duties. Such taxes or duties, if any, are in addition to the proceeds collected by GFT, and are solely your responsibility.

11.  Confidentiality

During the course of your use of the Services, you may receive information relating to us or to the Services, including but not limited to GFT Transaction Information (collectively, customer information, contract information, fee information, system information, usage and/or user information, and any other data or information acquired by you or your affiliates from GFT, its affiliates, or otherwise as a result of the Terms of Use, Software Terms, and/or Marketer Agreement, the transactions contemplated by the Terms of Use, Software Terms, and/or Marketer Agreement, or the parties’ performance under the Terms of Use, Software Terms, and/or Marketer Agreement), that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain GFT’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Marketer Agreement. You may not misrepresent or embellish the relationship between us in any way, and you may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission.

12. Force Majeure

We will not be liable for any delay or failure to perform any of our obligations under this Marketer Agreement by reasons, events or other matters beyond our reasonable control.

13. Relationship of Parties

Subject to the Transaction Processing Service Terms hereunder in Section 35, you and we are independent contractors, and nothing in this Marketer Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Marketer Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Marketer Agreement is intended or will be construed to give to any person other than the parties to this Marketer Agreement any legal or equitable right, remedy, or claim under or in respect to this Marketer Agreement. This Marketer Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Marketer Agreement are intended to be and are for the sole and exclusive benefit of GFT, you, and other parties operating using the GFT Platform. As between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

14. Use of GFT Transaction Information

You will not, and will cause your affiliates not to, directly or indirectly: (a) disclose any GFT Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under this Marketer Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any GFT Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Consumer that has, in any way whatsoever, interacted with Your Campaign with your intent being to collect any amounts in connection therewith or to influence that Consumer to make an alternative transaction; (d) disparage us, our affiliates, or any of their or our respective products or services or any Consumer; or (e) target communications of any kind on the basis of the intended recipient being a user on a GFT Site. In addition, you may only use tools and methods that we designate to communicate with any GFT Site Consumers or users regarding Your Transactions, including for the purpose of scheduling, communicating, or canceling Your Campaigns. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to GFT Transaction Information for any purpose, even if that information is identical to GFT Transaction Information, provided that you do not target communications on the basis of the intended recipient being a GFT Site user or Consumer.

15. Suggestions and Other Information

If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any GFT Site or Service (including any related Technology including, but not limited to, (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and/or (c) software, hardware, code, technology, or other functional item technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems, Consumers and other users, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to a user’s contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.

16. Modification

We may amend any of the terms and conditions contained in this Marketer Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on the applicable GFT Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Marketer Agreement and the Service Terms will be posted. Changes to Program Policies may be made without notice to you. You should refer regularly to the Marketer Agreement to review the current Marketer Agreement, including any applicable, published Service Terms and Program Policies, and to be sure that the Campaigns and services you offer can be offered via the applicable GFT Service. YOUR CONTINUED USE OF A SERVICE AFTER GFT’S POSTING OF ANY CHANGES TO THE MARKETER AGREEMENT, INCLUDING ANY SERVICE TERMS AND PROGRAM POLICIES, WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

17. Account Credentials & Security

Any account credentials we provide to you may be used only during the Term to access GFT Sites (or other tools we provide, as applicable) to, for example, use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your account. You may not disclose your account credentials to any third party (other than third parties authorized by you to use your account in accordance with this Marketer Agreement) and you are solely responsible for any use of or action taken using your account credentials. If your account or credentials are compromised, you are solely responsible for changing, and you must immediately change, your account credentials.

18. Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

19. Your Service Listings and Orders.

1. Campaigns and Campaign Information. You will provide in the format we require accurate and complete required service information for each Campaign or service that you offer through any GFT Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Campaigns, your offers of Campaigns and/or any subsequent sales of any of the same on any GFT Site comply with all applicable Laws (and as may be expressly permitted under our applicable Program Policies). You may not provide any information for, or otherwise seek to offer any Campaigns or services that you are not qualified to deliver, perform or fulfill or that you cannot deliver, perform or fulfill on any GFT Sites; or provide any URLs for use, or request that any URLs be used, on any GFT Site, other than when explicitly requested by us.
2. Campaign Publication; Processing. We will enable you to Publish Your Campaigns on a particular GFT Site, and may enable you to promote Your Campaigns as permitted by us. We may use mechanisms that allow Consumers to rate (e.g., to “love” a Campaign) Your Campaigns and GFT may make these ratings publicly available. We will also receive all gross funds from any of Your Transactions, including (a) all expenses, fees and other charges; (b) taxes and customs duties to the extent required, and (c) in the case of invoiced amounts, any amounts that you, as a Marketer, has failed to pay to us or our affiliates on or before the applicable invoice due date. Such gross funds are, collectively hereinafter, “Proceeds”. We will receive such Proceeds on your behalf for each transaction and will have exclusive rights to do so, and will remit them in accordance with this Marketer Agreement. You will accept and fulfill transactions except as otherwise provided in this Agreement.
3. Fraud and Unpaid Monies. You will bear all other risk of fraud or loss. We may in our sole discretion withhold for investigation, refuse to process, remove from Publishing, restrict, stop, and/or cancel any of Your Transactions. You will remove from Publishing, stop or cancel Your Campaigns if we ask you to do so.

20. Your Performance in Publishing Campaigns

Further to the obligations described in this Marketer Agreement, additionally you will and will cause Your Personnel to:

1. Act in accordance with the information set forth on the applicable Campaign description page on the GFT Site and in accordance with any applicable requirements;
2. Act in a competent and workmanlike manner in accordance with the level of professional care customarily observed by highly skilled professionals developing similar Campaigns and services;
3. Comply with any requirements and other policies that GFT may designate and, upon request, provide GFT with reports (in a form designated by GFT) relating to your compliance with these requirements;
4. Maintain industry standard and any other certifications and licenses required by applicable laws or regulations and, upon GFT’s request, provide copies to us;
5. Strive towards the continual identification of environment, health, safety, business ethics, labor, human rights, and legal compliance risks associated with your business operations. You should periodically conduct self-evaluations to ensure that your business, along with your subcontractors, meet or exceed industry best practices. Any potential risks identified in your self-evaluation must be used by you to determine the relative significance of each risk, and implement appropriate procedures/controls to ensure that these risks are mitigated. If you identify a risk that cannot be mitigated, which has the potential to impact the Campaigns and/or services you provide through GFT to others, you must notify GFT of this risk in writing. Upon request, you must provide GFT with information related to the above practices and their enforcement by you, in a form designated by GFT;
6. Use GFT Transaction Information made available to you, including Consumer’s names, addresses and telephone numbers, solely for the purpose of communicating regarding Your Campaigns, and ensure that any third-party software you use in rendering Your Campaigns similarly protects GFT Transaction Information;
7. Not in any way represent to Consumers that you or Your Personnel are GFT or that you or Your Personnel are acting on behalf of GFT; and;
8. Inform GFT of any and all regulatory filings or permits that GFT is obligated to obtain in order for you and/or Your Personnel to manage Your Campaigns.

You represent and warrant that: (a) Your Campaigns and all aspects of their offer, sale, and performance will comply with all applicable laws, including any applicable licensing, registration, or filing requirements; and (b) you and Your Personnel are authorized to lawfully provide Your Campaigns.

21. Additional Campaigns & Competing with GFT 

Without limiting any other restrictions on your use of information made available through a GFT Site, you and Your Personnel will not at any time solicit or market to GFT Consumers, or develop, any Campaigns or services similar to any of Your Campaigns delivered through GFT, except as expressly permitted by this Marketer Agreement and applicable GFT policies.

22. Background Checks 

You and Your Personnel who will be offering any of Your Campaigns to Consumers may be required, and periodically required again, to successfully pass an individual and/or business background and/or business financial check conducted by a third party acting on our behalf. We may also periodically request information regarding your own background check policies and procedures (including before you offer any of Your Campaigns through a GFT Site) and you will cooperate with GFT and any third party acting on our behalf. Any such check decision criteria will not be made available to you. We have the right to refuse any business or individual applicant for any reason. Any such check on you or Your Personnel may be conducted at any time for any reason.

23. Consumer-Marketer Communication Policy

As a provider of Campaigns or services on a GFT Site, you can only contact a Consumer to respond to a service request. Other than through a GFT Site, you may not use GFT Transaction Information to contact Consumers in any way for other marketing or promotional purposes via email, social media, messaging applications, physical mail, telephone or otherwise.

If you send an email/message to a Consumer, or if you respond to any requests from Consumer that does not specifically ask for it, your email, messages and other communications must not include any of the following:

1. Links to any website
2. References to your or your business’s direct phone number or email address
3. Any promotion for additional Campaigns or services 
4. Referral to third-party digital products, services or promotions.

24. Cancellation Policy

To provide the best experience for Consumers, and only where applicable, GFT may deduct a cancellation fee for Campaign cancellations directly attributed to the Marketer. Such cancellation fees, if applicable, are provided in our Fee Schedule.

25. Payment Acceptance Policy

As a Marketer on a GFT Site, you will ensure all payments (including refunds and discounts) for Campaigns and services initiated through the GFT site are processed through GFT. Failure to comply with this policy may result in a warning, suspension of your account for a time period determined by GFT or termination of your account. If we determine that you or Your Personnel circumvent this policy, we may withhold any payments to you until the completion of any related investigation or recovery of GFT’s fees.

26. Tax Policies

As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes. Any and all fees payable by you pursuant to this Marketer Agreement are exclusive of all sales, use, and similar taxes, and you will pay any taxes that are imposed and payable on such amounts. Except as otherwise provided in this Marketer Agreement, you agree that GFT is not obligated to determine whether taxes apply, and GFT is not responsible to collect, report, or remit any taxes arising from any transaction. However, if a taxing authority requires us to pay any of Your Taxes, you will promptly reimburse us for the amounts paid. If the digital product or service is provided outside your elected country, the recipient of the digital product or service may be required to pay, upon receipt, use or redemption, an amount related to assessed sales, goods and services, use, excise, import, value added, or other taxes or duties. Such taxes or duties, if any, are in addition to the sales proceeds collected by GFT.

27. Zero Tolerance Policy

GFT will immediately suspend GFT account privileges for you and/or Your Personnel pending our investigation of any Consumer-reported incidents regarding fraudulent or offensive behavior (including information on your account, communication between you and GFT, communication between you and our Consumers)

GFT will investigate, but may elect to suspend or not suspend GFT account privileges for you and/or Your Personnel for any of the Consumer-reported incidents regarding an individual attempting to process transactions outside of GFT for Published Campaigns and/or Campaigns and/or services ordered and/or requests initiated through GFT.

The GFT team will decide the outcome of each investigation in its sole discretion. 

28. Your Obligations if an International Marketer

When Publishing through GFT Sites as a Marketer located outside your own business location, there are important requirements you must follow to ensure a great experience for Consumers. Understanding and complying with these requirements is essential for success and required for your participation.

Before you Publish Campaigns or services to a country outside your business location, you need to provide a bank account in a country supported by GFT in order to make or receive any applicable payments. In addition, you should understand the laws that apply to you as a Marketer on GFT Sites, and you must only Publish Campaigns and services that comply with those laws. You should consult with your legal and tax advisers who understand the requirements that may apply to you so that you only offer Campaigns and services on a GFT Site that:

1. You are permitted to Publish, offer, or promote,
2. You are able to deliver such Campaigns to the Consumer in a timely manner, with no unwelcome Consumer surprises, and
3. You are able to support the Consumer when they participate a Campaign and thereafter.

The following apply for each Campaign or service you Publish, offer or promote on a GFT Site:

1. Consumer Expectations. You will provide Consumers with accurate information about the location from which you are Publishing your Campaign or service.
2. You provide an accurate town/city and country location in your Marketer profile and manage Consumer expectations.
3. You do not expose Consumers to additional duties and taxes on any use or purchases of your Campaigns or services. You are responsible for payment of all applicable duties and fees. In short, Consumers must receive exactly what they expect without any unexpected or undisclosed charges or fees.
4. Consumer Service. Where applicable, you must be prepared to respond quickly to Consumer-initiated contact. Consumers expect prompt, helpful service when they have questions or concerns about your Campaigns or services. You and/or Your Personnel must be able to respond quickly (but in any case, within 24 hours) to Consumer inquires or other communications.
5. When you interact with GFT’s help and support functions, you are required to communicate in English.
6. Right to Publish or Offer. You must be permitted to Publish, offer, or promote the Campaign or service on GFT Sites. The laws of each country are different (and laws may vary within countries). As the Marketer of your Campaigns or services, it is your responsibility to ensure that you do not present Consumers with offers unless you have confirmed that you are permitted, under all applicable laws for the country where the Consumer is located and/or where the Campaign will be redeemed, to offer such a Campaign or service to all potential Consumers. For example, you should confirm that:

• Publishing or offerings of the Campaign will not violate the intellectual property rights of others
• Listings. You will list Your Campaigns using the primary language and currency of the GFT Site and/or, as available, a primary language or currency of the country in which the Campaign is being promoted.
• Consumer charges. Your listing will include all applicable charges and taxes. You will provide tax invoices to the Consumer where applicable.
• Taxes. You are solely responsible for (i) determining whether any taxes apply, (ii) accounting for any taxes due, (iii) reporting to the appropriate tax authority and (iv) payment of such taxes. You are responsible for meeting any GST/VAT obligations that apply, including GST/VAT obligations in the “Elected Country”, the country to which you deliver your Campaign or service, and any other applicable countries.
• Compliance with the Marketer Agreement. You will, at all times, comply with the terms and conditions of this Marketer Agreement.

29. Offer, Publishing and Fulfillment; Settlements

1. Offer, Publishing and Fulfillment. You will: (a) source, offer, promote and Publish Your Campaigns in accordance with the terms of this Marketer Agreement, the applicable Contract, and all terms provided by you or us and displayed on the applicable GFT Site at the time of Publishing and be solely responsible for and bear all risk for those activities; (b) retrieve Contract, and all aspects of Your Transactions, including but not limited to Campaign Publishing, Campaign redemptions and Campaign settlements, at least once each business day; (c) only cancel Your Transactions as permitted and where applicable pursuant to your terms and conditions appearing on the applicable GFT Site at the time of the applicable Contract, or Your Transaction, or as may be required under this Marketer Agreement; (d) provide to GFT information regarding fulfillment, in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (e) ensure that you are the Marketer of each of Your Campaigns; (f) identify yourself as the Marketer of each of Your Campaigns on all information included or provided in connection with Your Campaigns and that you, as the Marketer, are who the Consumer may communicate with about the applicable Campaign or service; and (g) except as expressly permitted by this Marketer Agreement, not send Consumers emails or text messages regarding Your Campaigns or about you, your business as a Marketer, or any other aspect of your business, or any other business or person.
2. Cancellations and Settlements. The GFT Settlement Policies will apply to Your Campaigns as determined by the applicable Service Terms, Program Policies and Fee Schedule. Where applicable you will promptly accept, calculate, and process settlement of Your Transactions in accordance with this Marketer Agreement and the GFT Settlement Policies for the applicable GFT Site. Without limiting your obligations, we may in our sole discretion accept, calculate, and process settlements and adjustments of Your Transactions. You will route any applicable payments due in connection with Your Transactions through GFT. We will make any payments regarding Your Transactions in the manner we determine, and you will reimburse us for all amounts we pay.

30. Problems with Your Campaigns

1. Service Delivery and Performance Issues. You are solely responsible for any non-performance, non-fulfillment, or other mistake or act in connection with Your Campaigns, except to the extent caused by our failure to make available to you settlement information regarding Your Transactions as it was received by us. You will notify us promptly as soon as you have knowledge of any non-performance, non-fulfillment, or any other matters that will or could result in Your Campaigns for a Consumer being reasonably determined to be less than fully or adequately performed or completed.
2. Disputes. If we inform you that we have received or initiated on a particular GFT Site any dispute concerning one of Your Transactions, you will deliver to us in a format and manner we specify: (a) proof of fulfillment of Your Campaign(s) (as applicable); (b) the applicable GFT reference number; (c) a description of Your Campaign(s) (as applicable); and (d) any terms provided by us and displayed on the GFT Site at the time of the transaction in question. If you fail to comply with the prior sentence, or if the dispute is not caused by our failure to make settlement information regarding Your Transactions available to you as the same was received by us, then you will promptly reimburse us in accordance with the Fee Schedule for the amount of the Campaign and related Transactions (including the Price, all associated expenses, charges and all taxes, but excluding any associated Referral Fees paid or payable by you retained and not subject to refund by GFT) and all associated credit card, bank, or other payment processing information, and any re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our affiliates

31. Parity of Your Campaigns

Subject to this Section 31, you are free to determine which of Your Campaigns you wish to offer on a particular GFT Site. You will maintain parity between the Campaigns that you Publish on any GFT Site by ensuring that: (a) the Campaign Price and every other term of Your Campaign (including associated discounts, guarantees, rebates, rewards or any other free or discounted services or other benefit available as a result a Consumer redemption are at least as favorable to GFT Site users as the most favorable terms upon which a product or service is offered or sold via Your Sales Channels; (b) Consumer service for Your Campaigns is at least as responsive and available and offers at least the same level of support as the most favorable Consumer services offered in connection with any of Your Sales Channels; and (c) the Content (copyrightable works under applicable Law and content protected by database rights under applicable Law and service information), and other information under this Marketer Agreement Section 19.a. regarding Your Campaigns that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected parties by making appropriate refunds to them in accordance with this Marketer Agreement Section 20.b.

32. Compensation

You will pay us: (a) the applicable GFT Referral Fees; and (b) any other applicable fees described in this Agreement (including any applicable Program Policies). With respect to each of Your Transactions: (i) “Proceeds” has the meaning set out in this Marketer Agreement; and (ii) “GFT Referral Fees” means the applicable fee based on the Proceeds from Your Transaction through the applicable GFT Site specified on the Fee Schedule for that GFT Site at the time of Your Transaction, based on the categorization by GFT of the type of Campaign or service that is the subject of Your Transaction.

33. Settlement of Transactions

We will update a party’s available balance based on the transactions taking place the previous day (or at our option, on a more frequent basis) for the party’s account. Each redemption from a Campaign is a redemption transaction (“Redemption Transaction”), which requires that Consumer purchase the product or service required by the Campaign, present a valid reward from that Campaign to the online payment system or point-of-sale terminal, and have both the purchase and the reward for the Campaign successfully processed by the online payment system or point-of-sale terminal. Each Redemption Transaction results in a “Settlement Calculation”, whereby the amounts due to various parties involved in that Campaign are identified and the amounts due to and from each are calculated, and further transactions with each of those various parties resulting from that Settlement Calculation, each a “Settlement Transaction”, to allocate the applicable amounts due from the Marketer(s) to each relevant party. This process may vary for each country and/or type of Campaign. 

For each such case, a party’s available balance is equal to their account balance for the day preceding the previous day, and (i) the sum of the previous days transactions including: (a) any funds remitted by a Marketer and available to the Marketer after being cleared by us; and; (b) any Proceeds from Campaigns; and (ii) after subtracting the previous days transactions including: (a) any refunds made; (b) any withdrawals (e.g., cash outs) from a party’s account; (c) any funds due to other parties resulting from the cumulative redemptions of Campaigns; (d) any GFT Referral Fees due to GFT from the cumulative redemptions of Campaigns; and; (e) any amounts we require a party to maintain in their account balance pursuant to this Marketer Agreement (including, but not limited to, payments withheld pursuant to Section 2 and Section 19.c., and applicable Program Policies); and (f) any taxes that GFT calculates, collects and must remit to a tax authority according to applicable law. 

We may establish a reserve on a party’s account based on our assessment of risks to GFT or third parties posed by that party’s actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.

Net Proceeds will be credited to a party’s available balance when they are received by us or our affiliates, and are payable from our account to that party no later than 7 business days when Proceeds from Campaigns are (a) fulfilled and undisputed; (b) fulfilled and a dispute(s) was resolved with no further disputes in the following seven days after resolution of the last dispute; (c) fulfilled, but a dispute(s) results in a refund(s) or chargeback(s) due, in which case the net amount after such refund(s) or chargeback(s) is payable; or (d) not fulfilled, but you are due payment in accordance with the Fee Schedule or Program Policies.

34. Control of GFT Sites

We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the GFT Sites, including by redesigning, modifying, removing, or restricting access to any of them, and by suspending, prohibiting, or removing any listing.

35. Transaction Processing Service Terms

BY REGISTERING FOR OR USING ANY GFT SERVICE (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) YOU AGREE TO BE BOUND BY THESE TRANSACTION PROCESSING SERVICE TERMS. NOTWITHSTANDING THE FOREGOING, IF A SEPARATE AGREEMENT GOVERNS THE PUBLISHING, OFFER, REDEMPTION, SETTLEMENT OR FULFILLMENT OF YOUR CAMPAIGNS OR SERVICES ON A GFT SITE, THE TERMS OF THAT AGREEMENT WILL CONTINUE TO GOVERN THE PROCESSING OF YOUR TRANSACTIONS TO THE EXTENT DESCRIBED IN THAT AGREEMENT.

1. Payments Processing Agency Appointment. For all Campaigns (whether or not invoiced), you authorize us to act as your agent for purposes of processing settlements, payments, refunds and adjustments for Your Transactions, receiving and holding Proceeds on your behalf, remitting Proceeds to your GFT Account, and paying GFT and its affiliates or third parties with amounts you owe in accordance with this Marketer Agreement or other agreements you may have with GFT or its affiliates. For each Campaign to which you are, in any way whatsoever, a party, you authorize: (a) us to act as your agent for purposes of processing Your Transactions, Settlement Transactions, payments, refunds and adjustments, and receiving and holding Proceeds on your behalf; and (b) us to act as your agent for purposes of remitting any Proceeds to Your Bank Account, and paying GFT and its affiliates amounts you owe in accordance with this Marketer Agreement or other agreements you may have with GFT affiliates. We are a “GFT Payments Agent”. The GFT Payments Agent provides the services described in this Section 35 and the related services described in the Marketer Agreement Sections 19.c., 20.b., and 21 (collectively, the “Transaction Processing Services”). 

When a Redemption Transaction occurs, resulting in a Settlement Calculation and Settlement Transaction, you agree that we are authorized and ordered to commit Settlement Transactions (less any applicable fees or other amounts we may collect) from and/or to you. You agree that Consumers satisfy their obligations to you when they conduct a Redemption Transaction. We will remit funds from Settlement Transactions in accordance with this Marketer Agreement.

2. Remittance. Subject to Section 20 of the Marketer Agreement, the GFT Payments Agent will remit funds in accordance with the Marketer Agreement Section 24 and this Section 35. The GFT Payments Agent’s obligation to remit funds collected or received by it or otherwise credited to your available balance in connection with Your Transactions or Settlement Transactions is limited to funds in your available balance that have become available in accordance with this Marketer Agreement less amounts owed to GFT and any taxes that GFT automatically calculates, collects and remits to a tax authority according to applicable law, subject to chargeback or reversal or withheld for anticipated claims or disputes in accordance with this Marketer Agreement. Without limiting GFT’s rights to collect any amounts you owe, including but not limited to applicable taxes, the GFT Payments Agent’s receipt of Proceeds or crediting of Proceeds to your available balance discharges your obligation to pay applicable fees and other amounts under this Marketer Agreement to the extent the Proceeds received or credited equal or exceed the fees and other amounts you owe and the Proceeds are applied to the payment of those fees and amounts.
3. Your Funds. Proceeds will be held in an account with the applicable GFT Payments Agent (a “Campaigns Account”) and will represent an unsecured claim against that GFT Payments Agent. Proceeds are not insured by the Federal Deposit Insurance Corporation or any similar entity, nor do you have any right or entitlement to collect Proceeds directly from any other party. Prior to disbursing funds to you in accordance with this Marketer Agreement, the GFT Payments Agent may combine Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable Laws. You will not receive interest or any other earnings on any Proceeds. To the extent required by applicable Laws, the GFT Payments Agent will not voluntarily make such funds available to its creditors in the event of bankruptcy, and will not knowingly permit its creditors to attach such funds.
4. Verification. We may at any time require you to provide any financial, business or personal information we request to verify your identity. You authorize us to obtain from time to time consumer credit, identity verification or other similar reports to establish or update your Campaigns Account or in the event of a dispute relating to this Marketer Agreement or the activity under your Campaigns Account. You agree to update all Campaigns Account information promptly upon any change. The GFT Privacy Policy applies to transactions processed by us.
5. Dormant Accounts. If there is no activity (as determined by us) in connection with your Campaigns Account for the period of time set forth in any applicable unclaimed property laws and we hold Proceeds on your behalf, we will notify you by means designated by us and provide you the option of keeping your Campaigns Account open and maintaining the Proceeds in your Campaigns Account. If you do not respond to our notice(s) within the time period we specify, we will send the Proceeds in your Campaigns Account to your state of residency or address, as determined by us based on the information in your Campaigns Account. If we are unable to determine your state of residency in the United States or your Campaigns Account is associated with a foreign country, your funds may be sent to the State of Nevada.

36. Restricted Campaigns & Services

Consumers trust that they can always use GFT with confidence. Campaigns or services for sale on GFT must comply with all laws and regulations and with GFT’s policies. The sale of illegal, restricted, Campaign you cannot fulfill, or other services that GFT determines are restricted, is strictly prohibited.

You should carefully review the details below before listing a Campaign or service. The examples provided are not all-inclusive and are provided solely as an informational guide. We encourage you to consult with your legal counsel if you have questions about the laws and regulations concerning Your Campaigns. Even where a Campaign or service is listed as an “Example of Permitted Listings,” all Campaigns, services and listings must also comply with applicable laws. In addition, any links provided are for informational purposes only, and GFT does not warrant the accuracy of any information provided in these links.

If you supply a Campaign or service in violation of the law or any of GFT’s policies, we will take corrective actions, as appropriate, including but not limited to immediately suspending or terminating selling privileges without reimbursement, terminating the business relationship, and permanent withholding of payments. Illegal Campaigns or services can also lead to legal action, including civil and criminal penalties.

GFT encourages you to report listings that violate GFT’s policies or applicable law by contacting us at assistance@GFTrewards.com. We will investigate each report and take appropriate action to prevent illegal Campaigns and services from being available through GFT Sites.

Certain categories may require you to be qualified by GFT before being able to list Campaigns and services in those categories. Certain categories may also require you to provide additional information and/or a supplemental guarantee before listing in those categories.

If you wish to list Campaigns or services for international or cross-border purchase, you are responsible for conducting proper research to ensure that the Campaigns or services listed comply with all applicable laws and regulations.

The following is a list of examples of restricted Campaigns. It is not, nor should it be construed as, a complete list:

• Offensive and Controversial Campaigns or Materials
• Crime scene photographs or videos
• Videos, sound or other recordings taken without the subject’s permission
• Sex: Digital products including videos, sounds or other recordings, that portray nudity or sexual behaviors in a gratuitous or graphic manner, such as pornography
• Prohibited Transactions
• Additional money-back or offers not otherwise included in a GFT Transaction
• Investment services
• Other Restricted Digital Campaigns and Services
• Campaigns that use copyrighted or intellectual property belonging to third parties for which you have acquired no legitimate rights to utilize such property.
• Campaigns offering domain names or other offers which are prohibited by Laws.
• Listings where a Consumer is directed or redirected from a GFT site to access content on other websites, services or any other sales channel, other than where a direction supports a Campaign and GFT Transactions.

37. Safety and compliance

Consumer safety is of paramount importance to GFT. We aim to ensure that Consumers can be confident in finding a comprehensive selection of relevant Campaigns and services from Marketers, without having to worry about safety or quality. We also aim to ensure that each Marketer can offer and Publish appropriate Campaigns and services, with timely approval to make such offers available to Consumers.

As a Marketer, it is important that you understand GFT’s guidelines on safety and compliance. This could help increase your chances of succeeding as a Marketer on GFT, as well as help you avoid practices that could lead to blocked listings, or even prevent you from Publishing offering Your Campaigns through GFT. To learn more about the consequences for violations, refer to this Marketer Agreement and the listing restrictions in Section 36.

38. Selling Policies and Marketer Conduct

All Marketers are expected to adhere to the following policies when listing Campaigns or services on GFT. Marketer offenses and prohibited content can result in suspension of a GFT account.

We strive to ensure a fair and trustworthy Consumer, Marketer and third party experience. At GFT, we expect all parties to adhere to the conduct principles outlined below. Violation of the following conduct principles may result in the loss of account privileges and termination of a GFT account:

• Adhere to all applicable laws and abide by all GFT policies.
• Maintain current account information.
• Never misrepresent yourself.
• Always act in a manner that ensures a trustworthy experience for Consumers.
• Never list Campaigns or services that may seek to cause harm or offense to Consumers.
• Never engage in any misleading, inappropriate or offensive behavior. This applies to all your activities, including but not limited to:

• Information provided on your account
• Information provided in Campaign listings, content or images
• Communication between you and GFT, you and other parties for a Campaign, or you and our Consumers

• Act fairly at all times. Unfair behavior includes but is not limited to the following:

• Behavior that could be deemed as manipulation or “gaming” of any part of the Campaign or Consumer experience
• Actions that could be perceived as manipulating Campaign listings, including by directly or indirectly contributing false, misleading or inauthentic content
• Activities that could be perceived as attempting to manipulate GFT including, but not limited to, featured promotions or rankings
• Actions that intentionally damage another Marketer, other parties to a Campaign, or other Campaign listings

39. Miscellaneous

The Governing Laws will govern this Marketer Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. You consent that any dispute with GFT or its affiliates or claim relating in any way to this Marketer Agreement or your use of the GFT Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) you may assert claims in a small claims court in the USA that is a Governing Court if your claims qualify and (ii) you may bring suit in the Governing Courts in the USA, submitting to the jurisdiction of such Governing Courts and waiving your respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Marketer Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Mr. Bryan Williams, located at 410 S. Rampart Blvd, Suite 350, Las Vegas, Nevada 89145, USA; Attn: Greenfence Consumer, LLC DBA GFT Rewards. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. You may choose, subject to AAA’s rules, to have the arbitration conducted by telephone, based on written submissions, or if you choose to have the arbitration conducted in person, you unconditionally consent to it being conducted in Clark County, Nevada, USA or Los Angeles County, California, USA. GFT and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, you agree to waive any right to a jury trial.

You may not assign this Marketer Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Marketer Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Marketer Agreement through one or more of our affiliates. Our failure to enforce your strict performance of any provision of this Marketer Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Marketer Agreement subsequently.

We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Services, including by redesigning, modifying, removing, or restricting access to any of them.

Because GFT is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms), or the Consumer’s agent for any purpose, GFT will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction.

We will send all notices and other communications regarding this Marketer Agreement to you at the e-mail addresses you designated for notifications and updates within the GFT Site, or by any other means then specified by GFT. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any “E-mail Preferences” (or similar preferences or requests) you may have indicated on the applicable GFT Site, or by any other means. You may change your e-mail addresses and certain other information in the GFT Site. You will ensure that all of your information is up to date and accurate at all times. You must send all notices and other communications relating to GFT to our support team as detailed in this Marketer Agreement.

This Marketer Agreement incorporates and you accept any applicable Service Terms and Program Policies, which GFT may modify from time to time. If any provision of this Marketer Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. If the country of service is Canada, then it is the express wish of the parties that this Marketer Agreement and the applicable Service Terms and Program Policies have been drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s’y rattachant soient rédigés en anglais.) If the country of service is any country, we may make available translations to this Marketer Agreement and the applicable Service Terms and Program Policies, but the English version will control. 

This Marketer Agreement represents the entire agreement between the parties with respect to the offering of Campaigns and services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.