Terms of Service

Last updated 19 April 2021

SayThanks Digital Reward Platform Terms of Service

Last Updated: 30 March 2021. These SayThanks Digital Reward Platform Terms of Service (“Terms”) are a legal agreement between you and SayThanks LTD, a company incorporated in England and Wales under company number 10334926 (“SayThanks” “us”, or “we”), that govern your access to and use of the Services (as defined below). Please review these Terms before you decide whether to accept them and continue with the registration process.

By accessing, browsing, and using the Website, you agree that you have read, understood, and accept these Terms and agree to comply with all applicable laws, including export control laws and regulations.

If you do not agree to these Terms, do not use the Website.

By accepting this Agreement, you represent that you are:

A business entity duly authorised to do business in the country or countries where you operate; and
Your employees, officers, representatives, and other agents accessing the Services are at least 18 years of age, capable of entering into a legally binding agreement, and duly authorised to access the Services and to legally bind you to these Terms and all transactions conducted under their respective usernames and passwords.

By agreeing to these Terms, you authorise SayThanks to charge your Payment Instrument when you incur transactions or fees using any of the Services offered hereunder.

If you do not agree to these Terms, do not use the Website.

1. DEFINITIONS

A. Definitions Appearing in These Terms of Service

Account

The account and associated credentials issued to you when you enroll into and are approved by SayThanks to use the Service.

SayThanks Voucher

The SayThanks digital voucher redeemable through https://saythanks.app and fulfilled by a third-party service provider or third-party regulated financial institution.

Payment Instrument

A credit card, debit card, ACH-enabled checking or savings account, and/or other financial account that is registered in your SayThanks account.

Platform

An integrated online service that enables you to order, view and manage Rewards through either a hosted website or API connection to the Service.

Recipient

A designated individual who receives a Reward from you.

Retailer

A Retailer issuing or accepting a Retailer Gift Card.

Retailer Gift Cards

Closed loop stored value devices usable only at a single retailer or group of retailers affiliated for purposes of offering the closed loop stored value.

Reward(s)

Reward disbursement option(s) available through the Service from time to time offered or fulfilled by Reward Vendors.

Reward Vendor

Solely with respect to the SayThanks Voucher, SayThanks, and with respect to any other Reward, a third-party service provider or third-party regulated financial institution offering or fulfilling a Reward.

Service(s)

The SayThanks products and services, including the Platform, provided by SayThanks from time to time, as described in these Terms.

SayThanks Materials

the specifications, documentation, application programing interfaces (APIs) and other interfaces, nonpublic or proprietary data import routines, sample code and materials provided to you to enable you to access and use the Services, including integration to the Platform.

SayThanks Site

The https://www.saythanks.app website and any successor thereto.

2. THE SAYTHANKS SERVICES

A. Applicable Terms

SayThanks makes Rewards offered by Reward Vendors available for purchase through the SayThanks Site. Your purchase of any Rewards is governed by these Terms. Keep in mind that the Rewards that you purchase will have their own terms and conditions as described in Reward Terms and Conditions section below.

SayThanks reserves the right to change, modify, add or remove all or part of these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes by posting such changes on our websites or mobile applications and updating the “Last Updated” date at the top of these Terms. We encourage you to review these Terms each time you make a purchase through SayThanks to ensure you understand the terms and conditions that apply to such purchase. Your continued use of the Services indicates your acceptance of any changes to the Terms.

B. Registering for the Services

1. Enrollment

You must be a valid and legally existing business that is in good standing under the laws of the country in which you are established in. You are solely responsible for complying with all laws and regulations that are applicable to your business and your use of SayThanks products, including consumer privacy laws and data security laws.

Subject to completing our enrollment requirements, you may create and distribute SayThanks vouchers that your recipients can redeem for Rewards provided by the Reward Vendors. Rewards are sold and fulfilled by Reward Vendors. By agreeing to these Terms or continuing to use the Services, you hereby agree to any Reward Vendor terms that apply to your use of such Rewards, which may be updated from time to time. In order to enroll, you will need to submit an inquiry to SayThanks via the SayThanks Site. At the SayThanks Site, you will be asked to provide us with information about you and your business (including: name, company identification details, email, phone number, website URL and details about your Reward use) to allow SayThanks to conduct due diligence on your business and, if deemed appropriate, approve your request for an account. How we use and disclose your information is covered in our Privacy Policy.

SayThanks may reject enrollment and refuse access to or use of our Rewards and Services to anyone at any time, in its sole discretion.

2. Account

After due diligence is complete and if you are approved, we will open an Account for you, and you will set the Account username and password. Usernames and passwords are confidential and should only be shared with your trusted employees and officers on a need-to-know basis. Usernames and passwords must not be distributed or disclosed by you or your employees, officers, representatives, and other agents to third parties. You are responsible for all activity on your Account, regardless if such activity was initiated or authorised by you.

During the period of time that you maintain an Account with us, you agree to maintain a valid email address where we may deliver information, notifications and disclosures to you. You will promptly notify us of any change in your email address. You understand that our ability to provide you this information is dependent upon this maintenance of a valid email address.

3. Restricting Access to Account

We may restrict access to your Account to allow us to investigate the use of your Account, resolve any pending dispute, in response to a court order or if otherwise requested by law enforcement or any governmental entity, for the time that it takes for us to complete any pending investigation or resolve a pending dispute.

4. Account Transactions and Disputes

You may access your Account and order and manage Rewards through the Platform, as well as tracking your expenditure and transaction history. You are responsible for monitoring your Account activity and reporting any erroneous or unauthorised transactions or other activity to us. We must hear from you in writing at policy@SayThanks.com no later than 5 days after the date of the transaction or activity at issue, before the Reward has been claimed by the designated Recipient, and you must provide the following information: (i) your name and your company name; (ii) a description of the error or unauthorised activity, and an explanation as to why you believe it is an error or why you need more information; (iii) the monetary value of the suspected error; and (iv) your Account username .

5. Fees

You agree to pay all fees applicable to the Rewards and the Services, as revised from time to time. We may change fees at any time, by providing written notice to you. Your continued use of the Service constitutes your acceptance of any such change.

3. GENERAL REWARD REQUIREMENTS AND RESTRICTIONS

1. Reward Purchases

You may only purchase Rewards for redemption by Recipients (including, your employees or other consumers) located in territories supported by the Service from time to time. We reserve the right to suspend or remove access to the Services and Rewards in any country or territory at any time. You may only enroll for one Account and you agree to: (i) provide accurate, current and complete information; (ii) maintain and promptly update your Account information to keep it accurate, current and complete; (iii) maintain the security of your account and accept all risks of unauthorised access to your account; and (iv) immediately notify SayThanks at policy@SayThanks.com if you discover or otherwise suspect that your account or password has been subject to unauthorised use.

After enrollment is complete, you may order and distribute Rewards through the Service. It is very important that you provide accurate information and check it fully before you submit an order under the Service. You are responsible for providing accurate information when ordering a Reward. We are not liable or responsible for any error in (i) a Recipient’s name, Recipient email address, Reward type and/or face value, delivery instructions or any other information provided by you; or (ii) fulfilling any Reward due to information provided by you.Both we and individual Reward Vendors may impose or modify transaction limits at the Account or individual Reward level, including the amount and number of aggregate or individual transactions, at any time in our sole discretion.

2. Payment and Your Available Balance

You agree to pay any fees in advance of sending out Rewards, or upon the due date stated in a monthly invoice. The amount due for Rewards includes the face value of the Reward, fees imposed by SayThanks for use of the Service, and third-party service charges and fees applicable to selected Rewards (collectively, the “Purchase Amount”). All payments must be made by a Payment Instrument that SayThanks’s service provider accepts from time to time. You represent that you are authorised to use the designated Payment Instrument, and you authorise us to charge your purchase to that Payment Instrument, and to process and store your payment and related information. We reserve the right not to commence fulfillment of any Reward order until we receive final settlement of payment in good funds for the order. You agree that if your initial payment fails or is returned for any reason, we may resubmit the transaction or charge an alternative Payment Instrument on file, or your Account, and also charge any resulting fees and assessments to you. We reserve the right to suspend fulfillment of your Reward order until we receive payment in full, and you agree to assist us in resolving any problems we may encounter in order to proceed with your Reward order. During any period in which your Account is in arrears, we may suspend or cancel your Account and any pending orders or Rewards associated with it.

3. SayThanks Not a Banking Institution, Issuer, or Processor

SayThanks is not a financial institution, a money services business or a money transmitter. SayThanks is not an issuer or provider of any Reward, and acts as a program manager processing transaction information with respect to SayThanks Vouchers. All payment processing is handled solely by a third party service provider, and SayThanks is not involved in processing your Payment Instrument.

4. Retailer Gift Cards

If you purchase Retailer Gift Cards, the additional terms in Schedule A apply to you.

4. PLATFORM REQUIREMENTS

1. API Terms

You may only permit authorised Users utilising the security credentials provided by SayThanks to access the APIs and such authorised Users shall only access the APIs using authorised workstations. You are responsible for any costs involved in setting up own properly-authorised computer or broadband connections or other equipment suitable for accessing and using the APIs. You represent and warrant that you will maintain all the licenses required for your integration with the APIs, and that your integration will not violate any law or regulations.

You must follow all documentation we provide for the APIs. You will not attempt to hack or change the way the Services function. We may suspend or terminate your use of the APIs at any time. We may monitor your use of the APIs for compliance with these rules, and we may deny you access to the API or shut down your integration if you try to go around or exceed the limitations we set.

As between you and us, we own all right, title, and interest in the Services and the APIs, including all intellectual property rights, marks, code, and features. You agree not to infringe or copy our code, design, or content. Any rights not expressly granted by this policy are withheld. If you give us comments about the APIs or the Services, we may copy, modify, create derivative works, display, disclose, distribute, and use that feedback without any obligation to compensate you.

You may only use our and Reward Vendor names and marks (meaning logos, mascots, and copyrighted images) in a manner approved by us. You may not alter or remove any proprietary notices in our or any Reward Vendor’s marks. You agree not to use our or any Reward Vendor’s name or marks in any way that implies an endorsement by us or them. You agree that we may at any time review your use of our or any Reward Vendor’s names and marks, and you will immediately cease any use that we in our sole discretion deem inappropriate. If you use our marks or a Reward Vendor’s marks to create a logo or name, you agree to immediately assign those rights to us or the Reward Vendor, as applicable, at no expense.

We may update or modify the APIs from time to time by posting the changes on the SayThanks site or notifying you via email. These changes may affect your use of the APIs or the way your integration interacts with the API. You agree that continued use of the APIs following a change shall be deemed consent to such change.

You may have access to confidential, proprietary, and non-public information specific to the APIs (“Confidential Information”). You may use this information only to use and build with the APIs. You won’t disclose the Confidential Information to anyone without our written consent, and you will protect the Confidential Information from unauthorised use and disclosure in the same way you’d protect your own confidential information.

You will not use the APIs in connection with any activity that we deem in our sole discretion is defamatory, libelous, threatening, hateful, discriminatory, or harassing, or includes any pornographic, obscene, gratuitously violent, illegal or otherwise offensive or objectionable content.

2. Platform Use

You will not, and will ensure that your employees, officers, representatives and agents do not:

access or use the Services for any purposes other than for your own internal business purposes;
modify, reverse engineer, disassemble or decompile any part of the Services or SayThanks Materials;
knowingly transmit any data that contains software viruses, time bombs, worms, Trojan horses, spyware, disabling devices, malicious code, or other harmful or deleterious computer code, files or programs to or through the Services;
interfere with or disrupt the servers or networks connected to or providing the Services;
remove, change or obliterate the copyright, trademark or other proprietary protection legends or notices that appear in connection with access to and use of the Services or any SayThanks Materials; or
copy, re-sell, republish, download, frame or transmit the Services or SayThanks Materials, including in order to act as a consultant for any third party or, unless otherwise permitted under these Terms, as a service bureau, outsourcing or application service provider for any third parties, or otherwise allow any third party to use or access the Services.

5. REWARD TERMS AND CONDITIONS

1. No Return of Reward

Any order that you place is final and binding. If the then-effective additional terms of the Reward allow for cancellation of the Reward once purchased, you may cancel such Reward for up to seven (7) days after purchasing the Reward, and we will reverse payment for the cancelled Reward. Transaction and service fees may apply to cancelled Rewards and associated payments.

Rewards cannot be returned, exchanged, resold, transferred, redeemed for cash or other forms of Rewards, combined with other Rewards or refunded, except as required by law. Unredeemed Reward amounts and redeemed Rewards may have expiration dates or fees. If a Reward is not usable in accordance with these Terms and any additional terms and conditions that may apply to the Reward, we may, in our sole discretion, either refund you the Reward purchase amount or replace the defective Reward with an alternative Reward with the same remaining value, or with products or services of equal remaining value from the same Reward Vendor, defined below. If you have any questions or problems with your order, please contact us at policy@SayThanks.com.

2. Reward Errors

We do not represent or warrant that any Reward or information about the Reward (including the description, third-party information or pricing information) provided is accurate, complete, reliable, current or error-free. In the event of an error in an order confirmation, in processing a Reward purchase or otherwise, we reserve the right to correct such error and revise your order accordingly (including charging the correct price) or to cancel the order and refund any amount charged.

3. Fulfillment of Rewards

The Rewards that you purchase are provided and fulfilled by participating Reward Vendors. The Reward will be governed by certain additional terms and conditions established by the applicable Reward Vendor. In addition, certain Rewards may require the Recipient to register with the Reward Vendor and satisfy the Reward Vendor’s customer due diligence process prior to redeeming or using the Reward. You should review and familiarize yourself with all applicable Reward Vendor terms and conditions. If you have questions regarding the applicable Reward Vendor terms, please contact the applicable Reward Vendor. As providers of the Rewards, Reward Vendors are fully responsible for all aspects of their Rewards. Reward Vendors are also responsible for any and all liabilities, damages and costs suffered by you (or the Recipient) in connection with your purchase and the use of their Reward. We assume no responsibility or liability for (i) the sale of products or services through the use of any Reward; and (ii) any Reward Vendor’s failure to honor a Reward.

6. ADDITIONAL TERMS

1. Disclaimer of Liability

You agree to release us, our affiliates, and our respective agents, contractors, officers and employees, from all claims, demands and damages (actual and consequential) arising out of or in any way connected with a dispute. You agree that you will not involve us in any litigation or other dispute arising out of or related to any transaction, agreement, or arrangement with any Reward Vendor or other third party in connection with the Service. If you attempt to do so, (i) you shall pay all costs and attorneys’ fees of us, our affiliates, and shall provide indemnification as set forth below, and (ii) the jurisdiction for any such litigation or dispute shall be limited as set forth below.

With respect to all Rewards, risk of loss and title for such products pass to you when you complete your purchase of the applicable Reward. SayThanks is not responsible for any damage or loss resulting from stolen or lost Rewards or any use of your Rewards without your permission. SayThanks is not responsible for replacing your damaged or lost Rewards.

Each party acknowledges that the other party has entered into these Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

2. Indemnification

You agree to indemnify, defend and hold harmless us, our subsidiaries and other affiliates, and our and their directors, officers, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (including without limitation, Reward Vendors) (collectively “Indemnified Parties”) from and against any and all claims, demands, causes of action, debt or liability, including reasonable attorneys’ fees, including without limitation attorneys’ fees and costs incurred by the Indemnified Parties arising out of, related to, or which may arise from:

your use of the Services;
any breach or non-compliance by you of any term of these Terms or any other terms posted on the SayThanks Site or applicable to Rewards;
any dispute or litigation caused by your actions or omissions; or
your negligence or violation or alleged violation of any applicable law or rights of a third party.

Termination or Suspension

We reserve the right to close your Account or take other appropriate actions if you violate these Terms or any policies or terms on the SayThanks Site in whole or part. We may modify or close your Account for any reason or no reason at any time with or without notice, and without liability of any kind or nature to you or any third party. We may also suspend your access to your Account if you (a) have violated these Terms, (b) pose an unacceptable risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct. If your Account is terminated for any reason or no reason you agree: (a) to immediately stop using your Account; (b) that we reserve the right, but have no obligation, to delete your information and Account data stored on our servers; and (c) that we shall not be liable to you or any third party for termination of your account or deletion of your information or Account data. You may terminate or close your Account at any time by providing written notice to us. Upon closure of an Account, any pending Reward orders will be fulfilled, but you will not be able to place any new Reward orders or change any pending orders. Notwithstanding any termination, you will remain liable for all amounts due in connection with your Account, including Purchase Amounts up to and including the date of termination.

4. Privacy

Please refer to our Privacy Policy for information about how we collect, use and disclose information and data

5. Proprietary Rights

As between SayThanks and you, SayThanks retains all right, title and interest in and to the Services, SayThanks Materials, and all intellectual property rights therein (the “IP”). You will not acquire any ownership interest or license rights in or to the Services, SayThanks Materials, intellectual property rights in any of the foregoing. If any right, title or interest in and to any IP is deemed to vest in you, you hereby assign and agree to assign to us all worldwide right, title, and interest in and to such IP. All rights not otherwise stated in these Terms are reserved to SayThanks. The rights granted to you under these Terms are non-exclusive and nothing will limit the ability of SayThanks to market, sell, offer for sale, license or otherwise exploit the Services, SayThanks Materials, or other IP to any third parties or to appoint or authorise any other person or entity to do the same.

6. Severability

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

7. Entire Agreement, Severability, Affiliates

These Terms constitute the entire agreement between you and SayThanks with respect to your use of SayThanks and the Services and supersedes any other agreement, proposals and communications, written or oral, between SayThanks and you with respect to the subject matter hereof. If a court should find that one or more rights or provisions contained herein are invalid, you agree that the remainder of the Terms shall be enforceable.

8. Third Party Fees

You are responsible for any fees charged by your telecommunications provider, Payment Instrument, Reward Vendor or any other third party in connection with your use of the Services.

You may contact us by logging in to your Account, or by emailing us at policy@SayThanks.com.

9. Responsibility for Taxes

The reporting and payment of any applicable taxes arising from the use of the Services is your responsibility. You hereby agree to comply with any and all applicable tax laws in connection with your use of the Services.

10. No Endorsement of Products

We do not represent or endorse, and shall not be responsible for:

the reliability or performance of any Reward Vendor or third party service provider;
the safety, quality, accuracy, reliability, integrity or legality of any Reward or any part of the Service;
the truth or accuracy of the description of any Reward; or
your ability to use or redeem Rewards using the Services. We hereby disclaim any liability or responsibility for errors or omissions in any content in the Services. We reserve the right, but shall have no responsibility, to edit, modify, refuse to post or remove any content, in whole or in part, that in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Terms.

11. Disclaimer

THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICES, ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE, OUR SUBSIDIARIES AND OTHER AFFILIATES, VENDORS, AND THEIR AGENTS (COLLECTIVELY, “SAYTHANKS PARTIES”), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE SERVICES OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SERVICES, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICES. EACH SayThanks PARTY DISCLAIMS WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE SAYTHANKS PARTIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE SAYTHANKS PARTIES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE SERVICES.

12. Force Majeure

No SayThanks Party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet disturbances.

13. Governing Law

These Terms shall be governed by the laws of South Africa.

14. Notice

You agree that all statements, notices and other communications to you may be made by mail, email, postings on the SayThanks Site or other reasonable means. We may also provide notices of changes to the Terms or other matters by displaying links to notices on the SayThanks Site. Notice to SayThanks may be made by mail to:

SayThanks LTD

duncan@saythanks.app

15. Assignment

You may not assign these Terms or any rights or obligations hereunder, by operation of law or otherwise, without our prior written approval and any such attempted assignment shall be void. We reserve the right to freely assign these Terms and the rights and obligations hereunder, to any third party without notice or consent. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

16. Survival

Upon termination of your use of the Services or termination of these Terms for any reason, in addition to this section, the following sections shall survive termination: 1.A, 2.B.5, 2.C.2, 2.C.3, 5.1, 5.2, 6.1, 6.2, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 6.11, 6.12, 6.13, 6.15, and 6.17.

17. Other Provisions

The failure of SayThanks to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and remain enforceable between the parties. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. These Terms, including the Reward Vendor terms and conditions and other terms governing the Services referenced herein, constitute the entire agreement between you and SayThanks with respect to the use of the Services. These Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and SayThanks, and no other person shall assert any rights as a third party beneficiary hereunder.

Schedule A

Additional Terms Applicable to Retailer Gift Cards

The following terms apply to the use of any Retailer trademark or service mark by a Recipient and to the use or distribution of a Retailer Gift Card.

You are:

prohibited from reselling any Retailer Gift Cards unless given written permission by SayThanks;
obligated to make the Retailer Gift Card Terms (which means the terms published by a Retailer to govern the usage and redemption of its gift cards) available to Recipients in a manner and form reasonably directed by us;
prohibited from using any of the Retailer marks except in accordance with the Retailer’s guidelines, and obligated to promptly conform the use, display and distribution of Retailer marks and guidelines to any changes Retailers may make from time to time;
obligated to submit any content that includes Retailer marks or materials you prepare to us for review prior to using any such materials and prohibited from including any defamatory, libelous, threatening, hateful, discriminatory, or harassing material, or including any pornographic, obscene, gratuitously violent, illegal or otherwise offensive or objectionable content, or including any such objectionable material or content in any such content;
obligated to promptly direct to us any inquiries or complaints it receives arising out of any distribution of Retailer Gift Cards to Recipients and shall refrain from making any representations on behalf of or concerning any Retailer;
permit the disclosure by us of your name and contact information as necessary for us to fulfill our reporting obligations to Retailers or Reward Vendors;
in the event you publish Retailer marks in a manner not approved by us or the Retailer, or the Recipient fails to follow Retailer guidelines concerning the publication of Retailer Gift Card terms, and such failure is not due to our action or inaction, you are obligated to defend and indemnify any Retailer and its affiliates (and each of their respective employees, directors and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding brought or instituted by a third party (each, a “Claim”) against any Retailer, its affiliates, or any of their respective employees, directors and representatives to the extent such Claim is based on (i) any failure by you to provide or disclose the Retailer Gift Card terms, (ii) your marketing, promotion and distribution of Retailer Gift Cards in violation of the Retailer Gift Card terms, and (iii) any violations of applicable law by you or your employees or agents.

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