Terms of Service
Updated: 9 October, 2024
1. TERMS OF USE
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Welcome to Wrapped, a service designed to enable participating Merchants to offer an advanced, omnichannel gift card program, generate targeted promotions, and send marketing communications to and for the benefit of Consumers, based on recommendations provided to the Merchant from Wrapped (which Wrapped generates by analyzing information regarding the Users) (the Service).
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These are the terms on which Wrapped offers retailers the ability to become a Merchant, which will provide that retailer with use and access to the Service. These terms govern Wrapped’s relationship with you (as a Merchant).
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If you become a Merchant, you acknowledge that you have read, understood, and agree to these Merchant Terms.
These Merchant Terms are subject to change. We will notify you of any such amendments not less than 30 days prior to those amendments becoming effective (as well as by posting those amended Merchant Terms on the Website) and give you the option to cancel your membership with immediate effect by providing notice in writing (subject to the payment of any outstanding fees). If we do not hear from you during this notice period, then you will be treated as having accepted the amended Merchant Terms.
2. MERCHANT MEMBERSHIP
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The Services are only accessible via the Wrapped Platform and are only available to authorized Merchants.
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Any retailer may sign up to become a Merchant by completing the information on the sign-up page of the Wrapped Platform. You will be asked to provide information such as your business name, contact name, email address, industry category, details of gift cards and promotions you will offer, and any logos or material you would like us to use. If you are approved as a Merchant, we reserve the right to refuse to use any proposed logo or marketing material.
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We reserve the right to review your application and determine whether we approve you as a Merchant.
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You agree to provide complete and accurate information to Wrapped in your application to become a Merchant and to update Wrapped of any information that may change during your membership.
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We may contact you to verify your details if required.
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We have sole discretion as to who may be a User and retain the right to terminate any User’s access to the Service and/or Wrapped Platform with 30 days’ written notice.
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You agree that if your membership as a Merchant is terminated for any reason, you will cease to have access to the Wrapped Platform and you will no longer be entitled to receive Services. In addition, if your membership as a Merchant is terminated:
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by us for convenience under clause 2(6), then you will be entitled to a pro-rata refund of any prepaid fees for any period still remaining at the end of the termination notice period;
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by us under clause 15, or by you for convenience under clause 6 of these Merchant Terms, then you will forfeit any fees already paid (including for any period still remaining at the end of the termination notice period).
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You agree that you alone are responsible for all actions taken using your Merchant membership account. You agree to keep your login details secure and not to disclose your login details to any unauthorized other parties. You must immediately notify Wrapped of any unauthorized use of your login details or any other breach of security.
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You agree that for the term of your membership, you grant Wrapped a free license to use, reference, and display your Merchant name and trademarks in any communications, including publications, press releases, stories, websites, and social media posts in connection with the Wrapped brand.
3. MEMBERSHIP MODELS
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Wrapped offers Merchants a trial membership (Free Trial) and a paid membership (Basic/Pro/Plus/Annual/Enterprise Plan) to access the Wrapped Platform and the Service. All the features of the Pro plan are available on our Website. You will need to complete an application form and be approved as a Merchant in accordance with clause 2 in order to access the Services under any plan.
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You may create an account and access the Wrapped Platform through the Free Trial. After the Free Trial period, you will automatically be upgraded to the Pro Plan.
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If you choose to access the Wrapped Platform through the Pro Plan, then you will be billed monthly in advance for the Pro Plan and be liable to pay the applicable fees as set out on the pricing page of our Website in accordance with clause 5 below.
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You must abide by these Merchant Terms, to the extent relevant, for the entirety of the period that you access the Wrapped Platform and the Service.
4. TRIAL MEMBERSHIP
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You may, depending on the product or offer, be able to access the Wrapped Platform through the Pro Plan on a trial basis free of charge for a set period for a specified number of gift cards. If you have not already done so, you will need to complete an application form and be approved as a Merchant in accordance with clause 2 in order to access this trial membership.
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Your trial membership will provide you with access to the Wrapped Platform through the Paid Plan Services for the specified number of gift cards for the set period.
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When your trial membership ends, if you have not informed us that you wish to end your membership to the Pro Plan prior to the end of your trial membership period, you will be billed monthly in advance for the Pro Plan and be liable to pay the applicable fees as set out on the pricing page of our Website in accordance with clause 5 below.
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You must abide by these Merchant Terms, to the extent relevant, for the trial membership period.
5. PAYMENT AND INVOICING
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Payment of the fees incurred in connection with your use of the Services and Wrapped Platform will be made in accordance with the information set out on the pricing page of our Website and in advance of using the Service (the fees).
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Unless otherwise stated, all fees exclude all sales taxes, goods and services taxes, value-added taxes, duties, and other similar taxes or impositions.
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You must pay the fees on a monthly basis in advance.
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Your registered credit card will be charged in advance of the month to which the applicable fees apply. If for any reason we cannot successfully process this payment, we will notify you of such, and you will have 14 days following that notification to organize full and final payment of the applicable fees. If you do not fully pay the relevant fees within this timeframe, your access to the features of the Pro Plan will be suspended and your access to the Service will be downgraded to those features available in the Free Plan until you pay the relevant fees.
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Unless otherwise agreed, if your membership has not been canceled prior to the end of a month, you will be invoiced for a subsequent month.
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You acknowledge that you will be charged based on the Sites connected to the Platform and the number of Consumers in your database, and it is solely the responsibility of the Merchant that these are kept up to date so that we may bill you accurately.
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If you are a Merchant that has entered into an agreement with Lightspeed Commerce Inc. or one of its affiliates (together, Lightspeed) to access and use "Lightspeed Marketing and Loyalty Powered by Wrapped" and are invoiced for such access or use by Lightspeed, then you are subject to the Lightspeed Terms of Service and not these Merchant Terms.
6. CANCELLING A MERCHANT MEMBERSHIP
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These Merchant Terms commence from the date you are approved as a Merchant and will continue in full force and effect until your membership is canceled.
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You may cancel your membership with us at any time by giving us notice in writing.
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Receipt of notice from you that you are canceling your membership will instigate a 30-day notice period, during which time you will still be able to receive the Services and use and access the Wrapped Platform. You are also still liable to pay the relevant fees until the end of the 30-day notice period.
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If you have paid your subscription annually in advance, Wrapped will not provide any refund for any period still remaining at the end of the cancellation notice period.
7. USE OF WRAPPED PLATFORM AND SERVICE
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Your use of the Wrapped Platform and the Service is entirely your own risk.
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We give no warranty of reliability of the access to and performance of the Wrapped Platform or the Service, and no warranty that any information on the Wrapped Platform or otherwise provided to you via the Service is complete, accurate, or reliable.
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We give no warranty that any file downloaded from the Wrapped Platform or sent or provided to you by Wrapped will be free of viruses or contamination.
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The Wrapped Platform may contain links to third-party websites and applications that navigate you away from the Website. We have no control and no responsibility for any content contained in any third-party website. By using any of these links, you acknowledge that you are doing so at your own risk.
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You agree not to intentionally or accidentally damage or illegally use the Wrapped Platform or the Service in any way.
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Any damage or unauthorized use of the Wrapped Platform or Service by you or your Consumers (including, but not limited to, hacking, use of any robot, spider, or any other automated device or process) shall constitute a violation of these Merchant Terms.
8. SECURITY
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Security Measures
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Wrapped will implement appropriate technical and organizational measures to protect User Content (including personal information), taking into account the cost of implementation and the nature, context, scope, and purposes of the processing. However, you understand that use of the Services necessarily involves transmission of the Merchant Data or the User Content over networks that are not owned, operated, or controlled by us, and we are not responsible for any of your Merchant Data or User Content lost, altered, intercepted, copied, or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your Merchant Data or User Content will always be secure, or that unauthorized third parties will never be able to defeat our security measures or those of our Third-Party Service providers.
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The Services are provided by us from data center facilities from which you have remote access via the internet, in conjunction with certain offline components provided by us under this Agreement. We may use third-party service providers to provide limited parts of the Services from time to time, including data storage and processing, and you consent to us subcontracting these services to those third parties.
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Security Vulnerabilities
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Wrapped is committed to maintaining the security of the Services, Merchant Data, and User Content and understands the importance of working with the security community to identify and resolve security vulnerabilities.
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If you become aware of a security vulnerability, please promptly notify us at security@wrappedgiftcards.com and provide us with as much information as possible about its nature and scope. We will acknowledge all reported security vulnerabilities within 24 hours of receipt and will work diligently to address any identified issues.
We will treat all reported security vulnerabilities confidentially to protect your identity and the security of the Services and will not retaliate against you for reporting a security vulnerability in good faith.
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Security Breach
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If you become aware of any security breach in the Services, such as a loss or unauthorized use or disclosure of personal information in association with the services, you will promptly notify us. If you are a Merchant, Wrapped will notify you without undue delay on learning of an incident involving any loss of or unauthorized access to or disclosure of any personal information of which you are the controller. You will provide us with all reasonable assistance we request in the case of a security breach.
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Maintenance and Repairs
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Your access to Services may be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. Due to the nature of technical outages, we cannot guarantee notice prior to unplanned outages. We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.
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9. ACCEPTABLE USE & CONDUCT OF EMAIL COMMUNICATIONS
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As an email service provider, we feel it’s our responsibility to be extra vigilant about preventing spam-related abuse. It’s also in our best interest to keep the system clean because our reputation and deliverability depend on it.
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Under the terms of the CAN-SPAM Act, as between Wrapped and Merchant, Merchant is the sender of emails and is obligated to follow all legal requirements applicable to the sending of emails under CAN-SPAM.
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You may not send these types of emails through our Service:
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Any email offering to sell illegal goods or services.
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Any email that violates CAN-SPAM laws.
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Any email containing information that reveals racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health or data concerning an individual’s sex life or sexual orientation.
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Any other emails that we find, in our sole discretion, hurt our reputation or our deliverability.
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As part of your agreement to these Merchant Terms, you agree to only send Permission-based emails in connection with your use of the Services. “Permission-based” means that all recipients must have opted-in to receive email communications from Merchant.
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If your spam complaint rate is higher than 1 in 1,000 emails, we may pause your account while we work with you to reduce it. It is also your responsibility to monitor and maintain unsubscribe requests for your account that are outside of the functionalities of our Service. You may not use purchased or rented lists (either imported into Wrapped or as part of your eCommerce store) with Wrapped.
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Your use of the service must be reasonable and not excessive. Wrapped (acting reasonably) may determine your usage to be unreasonable and excessive if, on average, it materially exceeds the average level of usage of other users in that same period (Excessive Use). If we reasonably consider that your use is excessive use, we will use reasonable endeavors to notify you of the excessive use, and you will have three days after the date of that notification to reduce your usage. If you fail to sufficiently reduce your usage after three days, we may:
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immediately suspend, modify, or limit your use of the services; or
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charge you for the excessive use at a rate determined by Wrapped, which Wrapped will notify to you in writing.
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10. USE OF INFORMATION BY WRAPPED
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Wrapped will aggregate information gathered from all Users in order to recommend promotions and packages to Merchants, who may, at their discretion, send communications regarding those specials to certain Consumers.
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You agree to permit the provider of any integrated software to provide us with details of all your customers, products, and transactions at your location. This will not be limited to Consumers; however, Wrapped can only individually identify persons who are Consumers.
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Except as set out above and in our Privacy Policy, Wrapped will not disclose any commercially sensitive information about Merchants to any third party, and in particular, will not disclose any information that identifies you to other Users or that identifies the success or failure of any of your promotions.
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Wrapped will provide you with the ability to send communications to Consumers. However, some Consumers may elect not to receive such communications, and if they do, you agree to not send any such communications to those Consumers, and you indemnify us from any loss we suffer as a result of you continuing to send any communications to Consumers who have elected not to receive such notifications.
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Once you have become a Merchant, you can email all of your existing customers on your database to advise them that you have now become a Merchant and encourage them to register to receive communications from you (and from Wrapped, on your behalf). You acknowledge and agree that Wrapped may then, from time to time, email those Consumers that have opted in to advise them of any outstanding gift card credit they have accumulated and any special promotions you may be running.
11. CONSUMER ACKNOWLEDGEMENT
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If you are a Consumer, you understand that:
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Wrapped collects information about you on the Merchant’s behalf (as authorized by the relevant Merchant) and uses that information to provide Services to the Merchant; and
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Wrapped is not responsible for how Merchants use, share, and protect information held about you.
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Please see our Privacy Policy for further information regarding collection, use, and disclosure of personal information and other privacy-related matters.
12. MERCHANT ACKNOWLEDGEMENT AND AGREEMENT
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If you are a Merchant, you acknowledge and agree that:
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you are responsible for determining the purposes for which Consumer information is to be processed and that we collect and use Consumer information on your behalf;
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you are separately obligated to act in accordance with those privacy laws that apply in the country where you and/or your customers are located; and
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even if you are not established in the EU, you may also be obligated to act in accordance with the GDPR if you are offering goods and services to consumers who are located in the EU at the time they transact with you.
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In all cases, you should:
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help Consumers understand how both you and Wrapped (on your behalf) will collect and use their personal information by posting an up-to-date privacy policy on your storefront that complies with those privacy laws that apply to you, and
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obtain the informed consent from your Consumers to the collection and use of their personal information by Wrapped on your behalf so that Wrapped can provide Services to you.
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13. LIMITATION OF LIABILITY
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To the fullest extent permitted by applicable law, but subject to clause 13.3, neither party is liable to the other party for any:
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indirect, special, incidental, or consequential, loss, injury, or damage; or
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loss of profits, revenue, or anticipated saving, or loss of data, suffered or incurred by the first party resulting out of or in connection with these Merchant Terms.
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To the fullest extent permitted by law, but subject to clause 12.3, the maximum aggregate liability of each party under or in connection with these Merchant Terms in respect of all claims, proceedings, actions, liabilities, damages, costs, expenses, or losses will be limited to the fees paid by you in the 12 months immediately preceding the date on which the claim arose.
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Nothing in this clause 13 limits:
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the Merchant’s obligation to pay the Fees or any other amounts expressly payable under these Merchant Terms when due;
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the liability of either party for a breach of confidentiality or for any fraudulent or unlawful act or omission; or
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the Merchant’s liability under clause 14.
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These limitations apply irrespective of how liability arises, whether in contract, equity, tort (including negligence), breach of statutory duty.
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You are solely responsible for the content of your marketing communications with Consumers and for providing any promotions or gift cards to Consumers.
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You are solely responsible for resolving any disputes with any Consumer. We make no representation or warranty to or in relation to any Consumer.
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We will take all reasonable care to ensure that information that we publish in relation to Merchants and gift cards is accurate, but we do not accept any liability relating to that information being incorrect or incomplete.
14. WARRANTIES
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Each party represents, warrants, and undertakes that:
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it has full power, capacity, and authority to execute, deliver, and perform its obligations under these Merchant Terms;
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it has, and will continue to have, all the necessary consents, permissions, licenses, and rights to enter into and perform its obligations under these Merchant Terms; and
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once effective, these Merchant Terms constitute legal, valid, and binding obligations and are enforceable in accordance with the terms.
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Representations or warranties (statutory, express, or implied) that are not expressly referred to in these Merchant Terms are excluded to the fullest extent permitted by law.
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In respect of the relationship between the Merchant and Wrapped only, for the purposes of section 43 of the Consumer Guarantees Act 1993 (CGA), the parties acknowledge and agree that: (i) the Services are being provided to and acquired by the Merchants for use in trade; and (ii) to the maximum extent permitted by law, in respect of all matters covered by these Merchant Terms, the parties are contracting out of the CGA.
15. TERMINATION BY WRAPPED FOR BREACH OF MERCHANT TERMS
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Wrapped may block your access to the Wrapped Platform, cancel your membership, or take any other action that we believe appropriate by notice in writing with immediate effect if (without limiting any other rights available to Wrapped at law) you breach any of these Merchant Terms (or the Privacy Policy) and:
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(a) you do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied; or
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(b) the breach is incapable of being remedied; or
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(c) your business ceases to exist, becomes insolvent, or becomes subject to any similar event.
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You hereby indemnify Wrapped from and against, and shall pay on demand, all costs, losses, damages, expenses, or other amounts:
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payable to a Consumer or any other third party by Wrapped; or
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otherwise incurred by Wrapped in relation to a Consumer or any other third party,
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in each case arising out of, or in connection with, any breach of these Merchant Terms (including clause 12) by you or your use or misuse of the Services or Platform (including your provision of marketing communications, promotions, and gift cards to Consumers). For the avoidance of doubt, the exclusion set out in clause 13.1 and the limitation set out in clause 13.2 do not apply to your liability under this clause 15.
16. ACCESS TO MERCHANT DATA FOLLOWING CANCELLATION / TERMINATION
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If your membership is canceled (by us or by you) in accordance with these Merchant Terms, then Wrapped will retain all Merchant Data, and you will be entitled to extract your Merchant Data for a period of [30] days following the effective date of cancellation. The Merchant Data will be made available in a format reasonably determined by us. Following this period, Wrapped will have the right to delete all Merchant Data at any time from the Wrapped Platform.
17. GENERAL GUIDELINES
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Force Majeure
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We are not liable for any delay or failure to perform any of our obligations under these Merchant Terms (including the unavailability or failure of the Wrapped Platform or Service) to the extent caused by any event or circumstance beyond our reasonable control.
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No Waiver
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If we do not enforce any right available to us under these Merchant Terms, it does not constitute a waiver of that right or any other right under these Merchant Terms.
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Partial Invalidity
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If any term under these Merchant Terms is held to be invalid, unenforceable, or illegal for any reason, that part of the provision is deemed to be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and it will not affect the remaining terms, which will remain in full force.
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Governing Law
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These Merchant Terms are governed by the laws of New Zealand. Each party irrevocably submits to the exclusive jurisdiction of the Courts of New Zealand for the purpose of hearing and determining all disputes under or in connection with these Merchant Terms.
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Intellectual Property
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The Wrapped Platform and the Service contain intellectual property rights that are either owned by or licensed to Wrapped. This material includes, but is not limited to, the Wrapped logo, the design, layout, look, appearance, content, software, and graphics. Wrapped (or its licensors) retains all rights (including intellectual property rights), title, and interest in the Wrapped Platform and the Services. Your rights are limited to a license from us to use the Wrapped Platform and Services in accordance with these Merchant Terms during the period of your Merchant membership. Reproduction or distribution of any Wrapped intellectual property is prohibited.
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Entire Agreement
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These Merchant Terms, together with the Privacy Policy, represent the entire agreement between you and us. These Merchant Terms supersede any other agreement made, past or future, that relates to the subject matter contained in these Merchant Terms.
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Assignment
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You may not assign or transfer any rights or obligations under these Merchant Terms to any other person without our consent.
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Notices
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Any notice given under these Merchant Terms by either party to the other must be in writing either by email or the Wrapped Platform and is deemed to have been given on transmission. Notices emailed to Wrapped must be sent to support@wrappedgiftcards.com or to any other email address notified by email to you by us or via the Wrapped Platform. Notices to the Merchant will be sent to the email address you provide in your application form or via the Wrapped Platform.
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Marketing
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You agree that Wrapped may refer to you by name, logo, and trademark in Wrapped’s marketing materials and the Website. You further acknowledge and agree that Wrapped does not certify or endorse, and has no obligation to certify or endorse, any of your products, services, or content.
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18. DEFINITIONS
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In these Merchant Terms, the following expressions shall have the following meanings, unless the context requires otherwise:
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Application means the Wrapped application owned and operated by Wrapped, on which registered Users can use and access the Service.
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Consumer means a person who has registered and been approved by the Merchant to receive the benefit of the Service.
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Excessive Use means the level of usage of Wrapped, which is greater than the normal usage level across the average of users.
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Wrapped, we, us, our are all references to the Wrapped product by Loud Labs Limited.
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Wrapped Platform means the Website and the Application.
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Merchant Data means information that is made available to us for processing through the Wrapped Platform on your behalf and any modified form of that data that is created through the processing through the Wrapped Platform.
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Merchant or you means any retailer approved by Wrapped that has signed up to participate in the Service.
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Permission-based means that all recipients must have opted in to receive email communications from the Merchant.
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Service(s) has the meaning set out in clause 1 of these Merchant Terms.
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Site(s) are the physical store locations and/or eCommerce sites integrated into the Platform.
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Users means Merchants and Consumers.
Website means any Wrapped website or page derived from www.wrappedgiftcards.com.