GiftRocker Shopkeeper Services Agreement (with Heartland Gift Cards)
Revised: August 31, 2018
Please read this Agreement carefully. By clicking “AGREE” on the GiftRocker Services order form, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.
This Services Agreement (this “Agreement”) is entered into by and between GiftRocker LLC, a Virginia limited liability company (“GiftRocker”) and you (“Shopkeeper”), and is made effective as of the date of electronic acceptance or date of signature (“Effective Date”). This Agreement sets forth the terms and conditions of your use of GiftRocker’s services (“GiftRocker Services”) for the purpose of pre-selling and offering gratis its services (“Shopkeeper Services”) to Shopkeeper customers. These Shopkeeper Services may include gift certificates, event tickets, charity certificates, merchandise and loyalty programs.
This agreement authorizes GiftRocker to perform gift and reward program activities on behalf of Shopkeeper in their relationship to their gift and/or loyalty program. Shopkeeper hereby releases and discharges Heartland from any and all claims, demands, liabilities and damages of any nature that may arise out of or in connection with the gift and/or loyalty card activities performed by GiftRocker.
GiftRocker, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the GiftRocker website (this “Site”). You acknowledge and agree that (i) GiftRocker may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the GiftRocker Services found at this Site after such changes or modifications have been made (as indicated by the “Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If Shopkeeper does not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the GiftRocker Services found at this Site. In addition, GiftRocker will notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your contact information, including your email address, current. GiftRocker assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
2. DESCRIPTION OF GIFTROCKER SERVICES
Subject to the terms and conditions of this Agreement, Shopkeeper grants GiftRocker authority to sell Shopkeeper Services on their behalf. Shopkeeper Services shall be sold at Shopkeeper’s discretion on Shopkeeper’s website, on Facebook, via email and within store using the GiftRocker smartphone application. Shopkeeper Customers may purchase Shopkeeper Services using credit cards or ACH transactions. Once purchased, GiftRocker will issue a certificate (“Certificate”) to represent the Shopkeeper Services to the Shopkeeper Customer.
Shopkeeper Services sold by GiftRocker on Shopkeeper’s behalf, or offered by Shopkeepers to Shopkeeper Customers gratis, represent an agreement between Shopkeeper and the Shopkeeper Customer for the Certificate’s face value and shall be honored within the Shopkeeper’s store or stores until the Certificate’s expiration date. Certificates shall remain valid until their use or expiration after the Shopkeeper terminates this Agreement. GiftRocker Services are limited to a facilitation of the Shopkeeper-Shopkeeper Customer relationship as described in this Agreement. GiftRocker shall track the balance and status of Certificates. It is the responsibility of Shopkeeper to redeem Certificates using a GiftRocker iPhone app, a smartphone using a generic QRCode scanner or the GiftRocker.com website. Shopkeeper shall not charge fees in connection with Certificates, including in connection with their purchase, maintenance or redemption. The Certificates will be fully transferable by Shopkeeper Customers, including, without limitation, allowing Shopkeeper Customers to freely give them as gifts or otherwise transfer them to others without restriction.
Shopkeeper has responsibility to comply with all applicable laws in connection with the Certificates, including expiration dates and unused Certificate balances, and including for tax, unclaimed property, and similar regulatory purposes, and Shopkeeper, not GiftRocker, is the holder of Certificates for all such purposes.
GiftRocker agrees to pass proceeds from Certificate sales less processing fees and GiftRocker billing to Shopkeeper using an agreed upon credit card processing third party.
3. AVAILABILITY OF SERVICES
GiftRocker shall use commercially reasonable efforts to provide the GiftRocker Services on a twenty-four (24) hours a day, seven (7) days a week basis throughout the term of this Agreement. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements undertaken, or causes beyond our control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. GiftRocker shall make reasonable efforts to notify Shopkeeper of any scheduled outage and will make reasonable efforts to transparently notify Shopkeeper of any unscheduled outages following an incident.
4. CUSTOMER SUPPORT
Shopkeeper shall provide first level of customer support for Shopkeeper Customer questions regarding Certificates. For example, lost Certificates can be re-sent via email or text using GiftRocker.com or the GiftRocker iPhone app by Shopkeeper.
Shopkeeper shall be responsible for setting up new offerings, events, discounts and promotions.
GiftRocker provides the ability for Shopkeeper to set up employees with varying degrees of authority. Shopkeeper is responsible for managing these employee profiles.
GiftRocker customer support will help with any or all of the above which fall within the scope of the GiftRocker Services. Call 855-516-7750 or email firstname.lastname@example.org.
5. PRICING, BILLING, FRAUD AND SETTLEMENT
Subject to the terms and conditions of this Agreement, Shopkeeper acknowledges that prices are subject to change from time to time. Shopkeeper shall be notified of price changes by email.
6. CUSTOMER SETUP
Customer setup is waived.
7. MONTHLY SERVICE FEE
Subscription plans start at $32 per month per Shopkeeper location for GiftRocker services that are paired with Heartland’s Gift Program.
Subscription pricing includes the ability to create unlimited comped Certificates allowing in kind donations to nonprofits.
Billing is by credit card.
8. FRAUDULENT TRANSACTIONS AND INDEMNITY
Shopkeeper agrees to hold GiftRocker harmless and to indemnify GiftRocker for and against any noncompliance by Shopkeeper of its obligations under this agreement, and for transactions processed by GiftRocker on behalf of Shopkeeper that are fraudulent in nature. These fraudulent transactions could result from, but are not limited to, misrepresentations of Shopkeeper Customers to the use of stolen or misappropriated credit cards. This indemnity will survive any termination of this Agreement.
Transaction amounts that are refunded to card holders due to fraud shall be billed back to Shopkeeper if the transaction was processed through GiftRocker’s credit card processor and the transaction was previously settled with Shopkeeper. If the Certificate involved in the fraud was not redeemed, it will be canceled by GiftRocker and not permitted to be redeemed by the GiftRocker Shopkeeper app, GiftRocker.com website or any other means and Shopkeeper will remain solely responsible.
This Agreement is in effect for one (1) year from the Effective Date of this Agreement and will automatically renew for one (1) year increments. Shopkeeper agrees GiftRocker may modify this Agreement from time to time. Shopkeeper agrees to be bound by any changes GiftRocker may reasonably make to this Agreement when such changes become effective.
In addition to the termination rights in 11, either party may terminate this Agreement for a material breach of contract by the other party that has not been cured within ten (10) days written notice to the other party. Or, either party may terminate this Agreement with thirty (30) days written notice. Shopkeeper is liable for all outstanding Certificates following termination.
11. RESTRICTION OF SERVICE; RIGHT OF REFUSAL
Shopkeeper agrees GiftRocker, in its sole discretion and without liability to GiftRocker, may terminate this Agreement immediately if Shopkeeper is found to be using GiftRocker Services in association with abusive or morally objectionable activities. Such activities will include, but not be limited to:
• Sending GiftRocker Certificates to Shopkeeper Customers without Shopkeeper Customer permission. Sending more than 100 direct Certificates in a day where payment is not collected will suspend Shopkeeper account while GiftRocker investigates whether Certificates were sent without permission;
• Activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties;
• Activities prohibited by the laws of the United States and/or foreign territories in which Shopkeeper or GiftRocker conducts business;
• Activities designed to encourage unlawful behavior by others;
• Activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable;
• Activities designed to impersonate the identity of a third party; and
• Activities designed to harm minors in any way.
In the event GiftRocker terminates this Agreement, no further settlement payments will be paid by GiftRocker, but Shopkeeper remains responsible for any surviving obligations under this agreement.
13. MARKETING AND USAGE RIGHTS
Shopkeeper permits GiftRocker rights to use Shopkeeper’s name, marks and logo as a customer reference on GiftRocker.com. This license is royalty-free and terminable only upon a termination of this Agreement; Shopkeeper represents and warrants that Shopkeeper has sufficient rights in such property to allow GiftRocker to perform the GiftRocker Services and to exercise the rights given to GiftRocker under this Agreement.
14. INTELLECTUAL PROPERTY
Shopkeeper agrees that GiftRocker owns proprietary rights in regards to the GiftRocker Services, the Site and its business including but not limited to copyrights, patents, and trade secrets, trademarks, and service marks and that this Agreement does not transfer ownership of any of these rights. GiftRocker expressly reserves its rights in and to all such content and materials.
Shopkeeper shall own Shopkeeper Customer transaction data, insofar as it is identifiable as Shopkeeper’s. GiftRocker shall have the right to aggregate and distribute data compiled from Shopkeeper data as long as third parties cannot identify the data as Shopkeeper’s data. GiftRocker shall own such aggregated data and may publish to educate merchants and the public on industry trends and statistics.
Shopkeeper transactional assets (e.g. emailed gift cards) represent the shopkeeper’s brand with marketing collateral. Management of these assets is the responsibility of the Shopkeeper. Shopkeeper agrees to follow all copyright laws regarding logos, imagery and script.
Trademark License Guidelines
GiftRocker grants Shopkeeper a non-transferable license to reproduce and display on its website the GiftRocker logo, name or any content that would assist in selling activities. This license terminates upon termination of this Agreement.