Start selling Gift Cards or Instant Gift Certificates on your website today!

Read and agree to the terms of our Transaction Service Agreement.

Quick summary of key Transaction Service Agreement terms (you must agree to the full agreement):

• You agree to our fixed 8% fee per order (or Upgrade Service fees).
• You must ship customer gift card orders within three business days.
• If you choose to offer Instant Gift Certificates you must honor the gift value the same as you would a physical gift certificate or gift card.
• Checks for your online sales will be distributed up to the 15th and the last day of every month.
• Returns, other than technical transaction errors, are handled between you and your customer.

TRANSACTION SERVICE AGREEMENT This Transaction Service Agreement, including the accompanying price schedules (either attached to this agreement or posted on www.TheGiftCardCafe.com), and any and all Terms of Use or other policies posted on www.TheGiftCardCafe.com (collectively, this "Agreement"), is by and between C&G Innovations LLC ("Provider") and the customer identified on the signature page of this Agreement ("Customer"). Customer agrees to purchase from Provider the transaction services more fully described herein and on www.TheGiftCardCafe.com (collectively, the "Services") pursuant to the terms of this Agreement. 1. Definitions “Work Product” means, the copyrights, look-and-feel, layout, programming, material, designs, discoveries, products, programs, routines, procedures, processes, formulas, know-how, techniques, improvements, developments, drawings, notes, documents, templates, images or elements within a design, font styles, images within fonts or elements, information and materials made, conceived or developed by C&G Innovations LLC alone or with others in the performance of the Services contracted, including without limitation, any and all materials provided to Customer hereunder by Provider. ”Services” or “Service” means the services described in Paragraph 3.1 herein and all Work Product, functionality, advice, consulting or other work or efforts expended, loaned, leased, rented, given or otherwise provided to Customer by Provider, whether over the Internet or otherwise. 2. Provider Software License. 2.1. Provider Software. Provider may make available to Customer as part of the Services certain software, development tools and/or utilities, together with any applicable user guides or other documentation (collectively, the "Provider Software"). In connection with Customer use of the Services under this Agreement, Provider hereby grants Customer a non-exclusive, nontransferable limited license to use the Provider Software, in object code form, during the term of this Agreement, solely to offer, sell and/or process orders for gift certificates over the Customer’s internet Web Site by means of the Services. Additionally, in connection with Customer use of the Services under this Agreement, Provider hereby grants Customer a non-exclusive, nontransferable limited license to use the Provider Software to verify Instant Gift Certificate identification numbers and/or manage Instant Gift Certificate balances. All Provider Software is copyright protected. 2.2. Restrictions on Use. Customer may not decompile, reverse compile, reverse engineer, reverse assemble or otherwise derive a source code equivalent for the Provider Software. In addition, Customer may not copy the Provider Software without the express written consent of Provider. Customer may not download any portion of the Provider Software except as expressly permitted or instructed by Provider. Customer may not permit any third party (other than authorized employees and contractors of Customer) access to the Provider Software, and may use the Provider Software only on computer(s) for which Customer controls access to the Provider Software. Customer may not assign, transfer, sell, license, sublicense or grant any rights to or interests in the Provider Software to any corporation, partnership or other business unit or entity recognized under law, or any natural person. 3. Provider Responsibilities. 3.1 Gift Card Processing Service. Provider shall provide software to enable Customers’ patrons, using a major credit card (MasterCard©, Visa©, Discover© and American Express©), to purchase from Customer’s internet web site: - Customer’s physical gift cards; - Instant Gift Certificates (printable Customer branded gift cards with unique traceable identification numbers); - or both physical and Instant Gift Certificates As part of this Service, Provider shall process credit card purchases of Customers’ gift certificate orders received from Customer’s internet web site using Provider’s merchant account. Provider shall also make available to Customer certain web-based software tools or utilities to allow Customer to verify Instant Gift Certificate identification numbers and to track the Instant Gift Certificate redemption values and remaining balances. 3.2 Maintenance. Provider shall be responsible for maintaining Services; and shall strive to keep all functionality and sensitive data secure; and shall issue updates from time to time. 3.3 Support. Provider shall be responsible for providing support and access to Services through Customer’s Web Site. 3.4 Customer Data. Provider agrees to not sell or intentionally release Customer’s customer data, except to third-party vendors as may be necessary to provide Services, or as required by law or compelled by court order. 4. Customer Responsibilities. 4.1 Redemption and Accounting. Customer shall honor each and every gift certificate (either physical gift certificates or Instant Gift Certificates) Customer sells utilizing the Services. Customer agrees to track the sales and redemption of gift certificates using its own method of accounting, so that Customer can keep track of the outstanding liability associated with unredeemed gift certificates. If Customer sells Instant Gift Certificates utilizing the Services, Customer agrees to utilize Provider’s tools or utilities to manage Instant Gift Certificate redemption values and remaining balances. If Customer sells, transfers ownership, or closes its business, Customer agrees to factor in any unredeemed gift certificates as a liability for the change of business. 4.2 Taxes & Unclaimed Property. Customer shall be responsible for collecting and paying any and all taxes of a transactional nature, including but not limited to gross receipts, sales and use taxes that may be required in the jurisdiction(s) where Customer is registered, located, or conducting business. Additionally, Customer shall be responsible for any and all applicable unclaimed property or escheatable property requirements (i.e.: tracking, reporting and remitting) in the state or state(s) where Customer is registered, located, or conducting business. 4.3 Legal Compliance. Customer is responsible for compliance with all applicable federal, state and local laws, including but not limited to taxation and gift certificate redemption. Provider is not responsible for Customer’s failure to meet any and all notice requirements and redemption periods that may be required by law. 4.4 Credit Card Transaction Processing. Customer agrees to abide by the following terms and conditions related to Credit Card Transaction Processing: Although Customer will be utilizing Provider’s merchant account to process credit card transactions over the internet as part of this Service, Provider is not responsible for fraudulent charges or illegal activity Customer may encounter over the Internet, including but not limited to fraudulent purchases or use of gift certificates. Customer shall indemnify and hold Provider harmless from any relevant bank fees, bank charges, chargebacks or any other fees, charges, penalties or damages related such illegal or fraudulent activity related to the Services provided for Customer’s business. 4.5 Maintaining Successful Customer Relationships. Customer agrees to abide by the following requirements as it relates to business ethics and operational guidelines in relation to the Service: -Customer agrees to timely respond to the online requests and email of Provider, as well as its customers. Customer orders must be shipped within 3 business days. -Customer agrees to honor and fulfill all the products and services it sells over the Internet. -Customer agrees to maintain, publish and adhere to a privacy policy. Customer understands and agrees that its privacy policy is a contract between Customer and its customers, and Customer will abide by that contract, as well as indemnify and hold Provider harmless for any breaches Customer commits against that privacy policy. -Customer is responsible for ensuring that the products or services it sells or makes available are not illegal, are accurately represented and that the content of its store and related offerings do not infringe the rights of others. -Customer agrees that Provider is not responsible for any disputed business transaction(s) resulting from its online and e-commerce activities. 4.6 Timely Reporting of Problems. Customer agrees to notify Provider as quickly as practical, when it becomes aware of any critical failure in the Services or a breach of security. 5. Ownership. 5.1. Ownership of Customer Property; License. As between Provider and Customer, Customer will own all right, title and interest in and to the Content and to Customer's trademarks including, without limitation, all associated rights under the laws of copyright, but specifically excluding any portion of the Provider Software and any copyright notices or trademarks of Provider which may be included or embodied in the Content. Unless Customer expressly notifies Provider in writing, Customer hereby authorizes Provider to include Customer's name, address (including Internet, electronic mail, street and other addresses) and telephone number, in Provider-published materials such as its internet Web Site. 5.2. Ownership of Provider Software. Except for the rights licensed to Customer hereunder, as between Customer and Provider, Provider will own all right, title and interest in and to the Provider Software including, without limitation, all associated rights under the laws of copyright, trademarks and patents. Customer will not challenge Provider's ownership of the Provider Software. Customer will not alter or delete any copyright notices or trademarks included in the Provider Software or contained in any Content which embodies Provider Software. 6. Internet Access: Technical Requirements. 6.1. Technical Requirements and Certain Other Requirements. Customer agrees to comply with the applicable hardware, software and other technical and pre-setup requirements for Customer's use of a Service as established by Provider from time to time. Customer may not resell the Services. Customer agrees that Provider may provide, or facilitate the provision of, transaction data to financial institutions and payment processing entities for the purpose of processing credit card transactions and resolving potential disputes. In connection with any use by Customer of the Transaction Service, Provider makes no representations or warranties concerning whether any purchaser is qualified or has adequate credit to purchase any products or services that may be offered by means of the Web Site. 6.2. Customer Service. Provider will provide customer service directly to Customer. Customer agrees that Customer, and not Provider, will provide customer service for end users of its internet Web Site, and accordingly Customer will be the point of contact for all questions and problems from end-users of its Web Site. 7. Fees and Payment Policies 7.1 Fees. Customer agrees to pay to Provider Service fees in accordance with the fees listed on Provider’s website (www.TheGiftCardCafe.com). Provider may change any of the Price Schedules at any time upon notice to Customer. All fees are non-refundable, except as otherwise provided herein. 7.2 Payment by Credit Card. Customer hereby grants Provider permission to charge its credit card for any and all Services requested on a recurring basis, as needed. 7.3 Enforcing Payment. Provider reserves the right to take any action deemed necessary to secure payment for Services, including but not limited to suspending or deactivating any and/or all Services. Customer agrees to indemnify and hold Provider harmless from any liability resulting from our actions attempting to secure payment for Services. 7.4 Taxes. All Service fees are exclusive of all taxes, duties or levies; however they are designated or computed. Customer will be responsible for, and pay all taxes based on payments due as a result of paying for and/or receiving Services, which may include but are not limited to gross receipts, sales, use, or value-added taxes, duties, withholding taxes and other assessments now or hereafter imposed, exclusive of taxes based upon Provider’s net income. 7.5 Remittance, Payment Method & Timing. Provider will notify Customer via email of gift certificate purchases on a daily basis (if needed). Provider will forward gift certificate gross receipts less Provider fees to Customer twice per month via check on the 15th of the month and on the last day of each month. If any remittance in a given month is scheduled on a weekend or holiday, the remittance will be processed on the next business day. 7.6 Refund Policy. Provider will process refund requests via its merchant account only if request is due to an online transaction error like an accidental double charge or wrong dollar amount is accidentally selected or otherwise determined by Provider’s technical support team. Customer shall process all other gift card or certificate refunds directly with its customer. Customer agrees that it shall still be subject to the Service fees as described herein. 8. Term of Agreement 8.1 Term. Unless terminated as set forth herein, this Agreement will commence on the first day Customer receives any amount of Service from Provider, and will continue for one month. Thereafter, this Agreement will automatically renew on a month-to-month basis until terminated by either Party per the terms of this Agreement or with at least thirty (30) days notice to the non-terminating Party. The initial term and any renewals will collectively be referred to as "Term." 8.2 Effect of Termination. Upon termination of Services, the following shall apply: All rights and obligations provided under the sections entitled “Confidentiality” and “Indemnity, Warranty and Liability” shall survive termination for any reason. Neither Party shall be liable to the other for damages, losses, costs or expenses whatsoever on account of such termination arising from or in connection with the loss of prospective sales, expenses incurred or investments made with the establishment, development or maintenance of either Party’s business. 9. Customer Data & Co-branding 9.1 Customer Data. Customer agrees that Provider may aggregate customer data for its own purposes; however under no circumstances shall aggregation include information that personally identifies Customer or its customers. Customer also agrees that customer data may be used individually by each of its customers, as may be necessary to participate in additional services provided by Provider, its third-party vendors, or its business partners. 9.2 Co-Branding. Customer agrees that Provider may place a logo on any and all web pages served by Provider on Customer’s website and on Instant Gift Certificates. 9.3 Unified Login. Customer understands and agrees that any signup and/or login necessary for Services may feed, relate, participate, coordinate or share a larger customer database maintained by Provider, its third-party vendors or its business partners. 10. Emergencies & Use Affecting Others Providers reserves the right to take any proactive steps we deem necessary to maintain the security, connectivity, performance and services of our Customers, including but not limited to actions requiring us to suspend Customer websites, shut down our network, or review the content on your website. 11. Delegation of Duties Provider reserves the right to delegate the rights or duties of this Agreement to a third-party, as well as transfer your account in the sale of assets or accounts to another organization. Customer agrees that the Agreement may be transferred by to another without limitation, and your duties and obligations under these Terms of Service shall not diminish under any circumstances involving a change of control, forfeiture, exchange of assets or bankruptcy (hereinafter “Change of Control”) where performance for Services is the same, or substantially similar to, Services before the Change of Control occurred. 12. Proprietary Rights & Intellectual Property 12.1 The Parties intend and agree that ownership in any and all Intellectual Property remain with the Party that created or introduced the relevant material, and in particular (i) marks that uniquely identify you reside with you, and (ii) any and all Work Product and other copyrightable works created by Provider and/or which uniquely identify Provider reside exclusively with Provider. 12.2 Customer Supplied Material. Nothing in this Agreement shall be construed to convey rights or title to Provider of materials that are supplied by, or created by, Customer. Customer shall maintain all rights in your trademarks, graphics, content and derivative works. 12.3 Provider Supplied or Licensed Material. Many images and stock photography have been purchased or created by Provider for use on Customer website. Provider hereby grants Customer a non-exclusive right to use any stock photography or images for your website only, while you remain a customer in good standing. It is a violation of this Agreement, as well as any relevant third-party licenses, to use any images or photos supplied by Provider for any other purpose than your website. Furthermore, you hereby agree to remove and forever discontinue using any images or photos supplied by Provider, upon the request. 12.4 Program Functionality. Provider has expended considerable time and effort creating its Work Product. Provider will make this functionality available to Customer for as long as it remains a customer in good standing, and Provider exclusively reserve and retain all rights and title to Work Product. Provider may remove this functionality from your website upon termination of Services or if you fail to remain a customer in good standing, without notice and without recourse. 13. Indemnity, Warranty and Liability 13.1 Indemnity for Customer Transactions. Customer shall, at its expense, defend and fully indemnify and hold Provider harmless against any and all claims or harms resulting from Customer’s use of Provider’s Services, including but not limited to government actions alleging improper handling of gift certificates or illegal gift certificate sales; Consumer allegations of fraud, misrepresentation, non-performance or non-delivery; and any other manner or means of harm, expense, penalty, tax, or punitive or compensatory measure resulting from the transactions between you and your customers, regardless of (1) whether or not Provider had knowledge of, or should have known, of the claim or harm; (2) whether Provider had been notified of the claim or harm; (3) whether Provider could have taken action to mitigate the claim or harm; or (4) whether Provider contributed or factored in the claim or harm. 13.2 Indemnity for Infringing Work Product. Each Party shall, at its expense, defend and indemnify the other Party against a claim that any information, design, specification, instruction, software, data or other material furnished to the other Party that infringes a United States copyright or patent and will pay all losses, liabilities, damages, claims and related expenses (including attorney fees) either awarded by court or agreed to in an out-of-court settlement. Notwithstanding the above, Provider shall have no liability hereunder for any claim of infringement based on (i) modifications, adaptations or changes to any Work Product not made by Provider, (ii) the combination or use of any Work Product with any materials not furnished by Provider, if such infringement would have been avoided by use of the Work Product alone, or (iii) the use or incorporation of any materials supplied to Provider by Customer. In the event that any portion of the Work Product is held to, or Provider believes is likely to be held to, infringe the intellectual property rights of a third party, Provider shall have the right at its sole option and expense to (i) substitute or modify the Work Product so that it is non-infringing, (ii) obtain for the Company a license to continue using the Work Product, or (iii) require the return, or discontinued use, of the infringing Work Product. If such return materially affects your ability to conduct its business, then you may elect to terminate Services. This section sets forth your sole and exclusive remedy for intellectual property infringement by Provider. 13.3 Indemnification Procedures. If either Party becomes aware of a claim which may require indemnification, the indemnified Party will promptly notify the other Party in writing of the claim and will allow the other Party to assume full control of the defense and settlement of the claim. The indemnified Party will provide the other Party with the assistance and information necessary to defend and settle the claim. 13.4 Warranty. Each Party represents and warrants to the other Party that it has the full power, right and authority to enter into and perform a relationship with the other Party. Provider further represents and warrants that Services will be performed in a professional manner, consistent with generally accepted industry standards. For any breach of such warranty, your exclusive remedy and Provider’s entire liability shall be the re-performance of the Services. You must request such remedy from Provider in writing not more than fifteen (15) business days following the completion of the Services. Customer warrants that it owns or has the right to provide to Provider any Confidential Information. EXCEPT AS SET FORTH IN THIS SECTION, PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED IN CONNECTION WITH THE SERVICES AND WORK PRODUCT, INCLUDING THE RESULTS AND PERFORMANCE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR LEGAL COMPLIANCE. 13.5 Limitation of Liability. THE MAXIMUM LIABILITY OF PROVIDER TO CUSTOMER FOR DAMAGES RELATING TO PROVIDER’S FAILURE TO PERFORM SERVICES HEREUNDER SHALL BE LIMITED TO REIMBURSEMENT OF ANY FEES PAID BY CUSTOMER TO PROVIDER. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM LIABILITY OF PROVIDER TO CUSTOMER FOR DAMAGES FOR ANY AND ALL OTHER CAUSES WHATSOEVER, AND CUSTOMER’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO REIMBURSEMENT OF THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER. IN NO EVENT SHALL PROVIDER BE LIABLE FOR (i) ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SOFTWARE OR THE SERVICES PROVIDED HEREUNDER, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR OTHERWISE FOR ANY SUCH CLAIM, OR (ii) FOR ANY DAMAGES OR COSTS ARISING FROM ANY THIRD PARTY’S ACTIONS, FAILURE TO ACT, OR DELAY IN PERFORMING ANY OBLIGATION WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROVIDER SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE. 14 Miscellaneous 14.1 Relationship between the Parties. Neither Customer nor Provider is a legal representative, agent, or a partner of the other. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes. Each Party will maintain appropriate worker’s compensation for its employees as well as general liability insurance. 14.2 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. 14.3 Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware, excluding conflict of laws provisions, applicable to agreements made and fully performed therein. 14.4 Waiver. The failure by either Party to enforce, at any time, any of the provisions of this Agreement, or to exercise any election or option provided herein, shall in no way be construed as a waiver of such provisions or options, nor in any way to affect the validity of this Agreement or any part thereof, or the right of either Party thereafter to enforce each and every such provision. 14.5 Publicity. Customer agrees that Provider shall be allowed to use its name on its list of customers, and disclose the same to its present and potential customers. 14.6 Notice. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be sent by email, or registered or certified mail, postage prepaid or transmitted by telegram or telefax if confirmed by such mailing. If to Provider: C&G Innovations LLC Box 4116 Wilmington, DE 19807 info@TheGiftCardCafe.com If to Customer: To the billing address specified below or to Customer's e-mail address that is provided to Customer pursuant to Customer's use of the Services. 14.7 Force Majeure. Either Party will be excused from any delay or failure in performance hereunder, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, or other unanticipated product development problems, disruptions of Internet service, and governmental requirements. The obligations and rights of the Party so excused will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay; provided that such Party will give notice of such force majeure event to the other Party as soon as reasonably possible. 14.8. Section Headings. Section headings are for convenience only and are not a part of this Agreement and should not limit or otherwise effect the interpretation of any term or provision hereof. 14.9. Subsequent Orders for Additional Services. All subsequent written orders placed by Customer under this Agreement for any Provider Service will become an integral part of this Agreement as of the date on which Provider makes such additional Service(s) available to Customer, at the rates reflected on the price schedule for such Service(s) as in effect during the billing period in which the charges were incurred. 15. Entire Agreement This Agreement (including any and all exhibits hereto) and the Price Schedules referenced herein contain the entire understanding of the parties hereto with respect to the transactions and matters contemplated hereby and this Agreement supersedes all previous agreements between Provider and Customer concerning the subject matter. This Agreement cannot be amended except by a writing signed by both parties. No party hereto has relied on any statement, representation or promise of any other party or of any officer, agent, employee or attorney for the other party in entering into this Agreement except as expressly stated herein. CUSTOMER'S SELECTION OF OUR ONLINE APPLICATION FORM AGREE CHECK BOX ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTANDS EACH OF THE PROVISIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY ATTACHED APPENDICES, EXHIBITS AND PRICE SCHEDULE, AND AGREES TO BE BOUND BY THEM.
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