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.
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.
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.
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.
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.
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.
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.
At our sole and absolute discretion, a refund may be issued without requiring completion of any dispute process contained in a GFT
Service.
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.
“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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
,br>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.
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
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.
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.
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:
GFT has reasonable grounds to believe that you are using the GFT Site or GFT Services for any fraudulent or other unlawful
purpose;
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;
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;
GFT has reasonable grounds to believe that you are infringing any intellectual property rights or other legitimate rights of GFT;
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
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;
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);
You are in breach of any of your representations, warranties and undertakings in this Terms of Use;
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;
You have committed breaches of this Terms of Use other than those under Section 30a through 30h hereof 2 or more times;
You are deemed to be an Offshore Entity pursuant to Section 20 of this Terms of Use;
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
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.
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
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.
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.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.
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.
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.
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.
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.
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.
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”).
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.
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.
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.
We may offer automatic or manual updates to the GFT Software at any time and without notice to you.
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.
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.
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.
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.
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.
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.
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).
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Further to the obligations described in this Marketer Agreement, additionally you will and will cause Your Personnel to:
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;
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;
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;
Maintain industry standard and any other certifications and licenses required by applicable laws or regulations and, upon GFT’s
request, provide copies to us;
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;
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;
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;
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;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.
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.
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.
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:
Links to any website
References to your or your business’s direct phone number or email address
Any promotion for additional Campaigns or services
Referral to third-party digital products, services or promotions.
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.
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.
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.
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.
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:
You are permitted to Publish, offer, or promote,
You are able to deliver such Campaigns to the Consumer in a timely manner, with no unwelcome Consumer surprises, and
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:
Consumer Expectations. You will provide Consumers with accurate information about the location from which you are Publishing
your Campaign or service.
You provide an accurate town/city and country location in your Marketer profile and manage Consumer expectations.
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.
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.
When you interact with GFT’s help and support functions, you are required to communicate in English.
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.
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.
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.
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.
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
- Additional money-back or offers not otherwise included in a GFT Transaction
- 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.
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.
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.