Terms of Service

Gratify provides a loyalty rewards platform for local businesses and their customers. Individuals use Gratify to join loyalty programs, earn points, view rewards, receive promotions, and redeem offers. Businesses use Gratify to manage loyalty programs, rewards, promotions, customer activity, employees, and related account activity.

These Terms of Service ("Terms") are a binding agreement between you and Gratify Loyalty Inc. ("Gratify," "we," "our," or "us"). These Terms govern your access to and use of Gratify's website, mobile application, and related products, tools, features, and services (collectively, the "Services").

These Terms are structured as one master agreement with separate sections for all users, business-side users, and customer-side users. Depending on how you use the Services, some sections may apply to you and others may not. If you do not agree to these Terms, do not access or use the Services.

Defined Terms

Business Content

Business names, logos, locations, contact details, hours, rewards, promotions, offers, images, and other content submitted by or on behalf of a Participating Business.

Business Representative

A business owner, administrator, employee, or invitee who uses the Services on behalf of a Participating Business.

Customer User

An individual who uses the Services to join or interact with a Participating Business's loyalty program.

Gratify Content

The Services, software, interfaces, designs, text, graphics, logos, trademarks, and other content provided by Gratify, excluding User Content and Business Content.

Loyalty Data

Information related to loyalty memberships, points balances, rewards, claims, redemptions, message interactions, promotion interactions, and other activity necessary to operate a Participating Business's program through the Services.

Participating Business

A business that uses Gratify to offer or manage a loyalty program, rewards, promotions, or related customer engagement features.

Services

Gratify's website, mobile application, and related products, tools, features, and services.

User Content

Information, images, text, data, and other materials submitted, uploaded, posted, transmitted, or otherwise made available by you through the Services, including Business Content.

you and your

The person or entity using the Services. If you are using the Services on behalf of a business or other entity, you represent and warrant that you have authority to bind that entity to these Terms.

1. Scope and Acceptance

1.1 Scope

These Terms apply to all access to and use of the Services, including by visitors, Customer Users, and Business Representatives.

1.2 Acceptance

By accessing, browsing, creating an account, clicking to accept these Terms, checking any box or using any button or sign-in flow that indicates acceptance of these Terms, or otherwise using the Services, you agree to be bound by these Terms and our Privacy Policy.

This acceptance applies whether you create an account using email and password, Google sign-in, an employee invite flow, or another account access method we make available. If you do not agree to these Terms, you must not access or use the Services.

1.3 Changes to the Terms

We may update these Terms from time to time. If we make material changes, we may provide notice by updating the date at the top of these Terms, through the Services, by email, or by other reasonable means. Your continued use of the Services after updated Terms become effective means you accept the updated Terms.

1.4 Supplemental terms

Certain features, promotions, offers, or Services may be subject to additional terms, guidelines, or rules that are presented to you in connection with those features. If there is a conflict between those supplemental terms and these Terms, the supplemental terms will control only for that specific feature or offering.

2. Eligibility and Accounts

2.1 Minimum age

You must be at least 13 years old to use the Services. If you are under 18, you represent that you have your parent's or legal guardian's permission to use the Services and that they have read and agree to these Terms on your behalf, to the extent required by applicable law.

2.2 Account registration

To use certain parts of the Services, you may need to create an account. You agree to provide accurate, current, and complete information and to keep your information updated.

2.3 Account security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify us promptly at support@gratifyloyalty.com if you believe your account, password, or credentials have been lost, stolen, compromised, or used without authorization.

2.4 Authentication methods

The Services currently support certain account access methods, including email-and-password login and Google sign-in. We may add, remove, or modify login methods from time to time.

2.5 Authority to act for a business

If you use the Services as a Business Representative, you represent and warrant that you have the authority to act on behalf of the applicable Participating Business and to bind it to these Terms.

3. Privacy and Electronic Communications

3.1 Privacy Policy

Our Privacy Policy describes how we collect, use, and disclose personal information in connection with the Services. By using the Services, you acknowledge that you have read the Privacy Policy.

3.2 Electronic communications

You agree that we may send you communications electronically, including account notices, support messages, legal notices, verification codes, password reset messages, invitations, billing-related notices, and other service-related communications. You are responsible for keeping your contact information current.

4. License and Use of the Services

4.1 Limited license

Subject to your compliance with these Terms, Gratify grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for their intended purpose.

4.2 Reservation of rights

Except for the limited rights expressly granted in these Terms, we reserve all rights, title, and interest in and to the Services and Gratify Content.

4.3 Service changes

We may modify, improve, suspend, or discontinue any part of the Services at any time, with or without notice, subject to applicable law.

4.4 Third-party services

The Services may rely on or interoperate with third-party services, software, authentication providers, hosting providers, payment processors, communications providers, app stores, and other technology partners. Your use of third-party services may be subject to those third parties' own terms and privacy policies, and Gratify is not responsible for third-party services.

4.5 Beta, pilot, and preview features

We may offer beta, pilot, preview, or experimental features from time to time. Unless we state otherwise, such features are provided on an as-is, as-available basis, may change at any time, and may be subject to additional terms.

5. Acceptable Use Restrictions

You may not, and may not permit any third party to:

• use the Services in violation of applicable law
• use the Services for fraudulent, deceptive, or misleading purposes
• create fake accounts or impersonate another person or business
• share credentials or permit unauthorized access to an account
• scrape, crawl, harvest, or otherwise collect data from the Services by automated means not authorized by us
• interfere with or disrupt the Services, servers, or networks
• reverse engineer, decompile, disassemble, or attempt to derive source code from the Services, except where prohibited by law
• bypass, disable, or interfere with security features or access controls
• upload malicious code, malware, or harmful content
• use the Services to send spam or unlawful promotions
• engage in QR code abuse, fraudulent scans, reward fraud, points manipulation, or unauthorized redemptions
• use the Services to build a competing product or service
• upload content you do not have the right to use
• infringe, misappropriate, or violate the rights of Gratify or any third party

We may investigate suspected violations of these Terms and may take any action we reasonably deem appropriate.

6. User Content, Business Content, and Feedback

6.1 Ownership

As between you and Gratify, you retain ownership of your User Content, subject to the rights you grant to us in these Terms.

6.2 License to Gratify

You grant Gratify a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, display, transmit, process, adapt, modify, and otherwise use User Content as necessary to operate, provide, maintain, improve, support, and promote the Services and to fulfill our obligations under these Terms.

6.3 Your responsibility for content

You are solely responsible for your User Content and for ensuring that you have all rights, permissions, and consents necessary to submit it and permit its use as described in these Terms.

6.4 Feedback

If you provide ideas, suggestions, comments, or feedback about the Services, you grant us a worldwide, perpetual, irrevocable, royalty-free, transferable license to use, modify, and exploit that feedback for any lawful purpose without compensation or attribution to you.

7. Applicability of Business Terms

This Part II applies to all Business Representatives and Participating Businesses. A Participating Business is responsible for its Business Representatives' use of the Services and for compliance with these Terms by all persons accessing the Services through the business's account.

8. Business Responsibilities

8.1 Business-controlled programs and content

Each Participating Business controls its own business profile, branding, contact information, locations, loyalty settings, rewards, promotions, offers, staff access, and related Business Content made available through the Services.

8.2 Responsibility for goods, services, and offers

Each Participating Business is solely responsible for:

• its goods and services
• its prices
• its rewards, promotions, and offers
• the accuracy of its Business Content
• reward and offer fulfillment
• customer-facing eligibility rules and limitations it chooses to apply
• taxes, returns, refunds, and credits relating to its goods and services
• compliance with laws applicable to its business, promotions, rewards, and customer interactions

Gratify is a technology platform and is not the seller, issuer, fulfiller, guarantor, or warrantor of a Participating Business's goods, services, rewards, promotions, or offers.

8.3 Consents and legal compliance

A Participating Business is responsible for obtaining all notices, disclosures, permissions, and consents required for its use of the Services and for its collection and use of customer data, messaging, promotions, and reward programs.

8.4 Business responsibility for personnel

A Participating Business is responsible for all actions taken by its owners, admins, employees, invitees, and other representatives using its account or acting on its behalf.

8.5 No unlawful or misleading promotions

A Participating Business may not create, publish, or send promotions, messages, rewards, or offers that are unlawful, deceptive, misleading, defamatory, infringing, discriminatory, or spammy.

9. Subscriptions, Fees, Billing, and Trials

9.1 Plans

Business subscriptions may include:

• Starter at $49.99 per month
• Pro at $99.99 per month
• Enterprise at custom pricing agreed separately with the business

We may also display or reference other plan labels, plan metadata, or internal plan states in the Services.

9.2 Free trial

We may offer a 30-day free trial for Starter and Pro plans. At the end of the free trial, the applicable paid subscription will begin automatically unless cancelled before the end of the trial period. We may modify, limit, or discontinue free trials at any time.

9.3 Auto-renewal

Business subscriptions automatically renew at the end of each billing period unless cancelled before renewal, subject to applicable law.

9.4 Fees and payment

You agree to pay all fees, charges, and applicable taxes associated with your business subscription and use of the Services.

9.5 Non-refundable fees

Except as expressly required by law or expressly stated by us in writing, subscription fees and other charges are non-refundable.

9.6 Downgrades and cancellations

If a business downgrades a subscription, the downgrade will take effect on the next billing cycle unless we state otherwise. If a business cancels a paid subscription, access continues until the end of the current paid billing period, after which renewal stops.

9.7 Price changes

We may change our pricing at any time. If we do, we will provide notice as required by applicable law or by the billing system we use. Price changes will generally apply on a prospective basis, such as at renewal or at the start of a new billing cycle.

9.8 Taxes

Fees do not include taxes unless expressly stated otherwise. You are responsible for all sales, use, value-added, withholding, and similar taxes arising from your purchase or use of the Services, other than taxes based on our net income.

9.9 Payment processors and billing systems

Billing and payment processing may be handled by one or more third-party payment processors or billing providers. Your use of those services may be subject to their terms and policies.

9.10 Suspension for nonpayment or risk

We may suspend or restrict access to all or part of the Services for nonpayment, billing disputes not raised in good faith, fraud risk, unlawful activity, misuse, or material breach of these Terms.

10. Employees, Invites, and Account Control

10.1 Employees and invitees

A Participating Business may invite admins, employees, or other personnel to access certain business features of the Services.

10.2 Responsibility for invites and permissions

A Participating Business is responsible for controlling who is invited, who is granted access, what roles are assigned, and when access is revoked.

10.3 Removal and revocation

A Participating Business may remove or revoke access for employees or invitees. Gratify may also suspend or revoke access if necessary to protect the Services, comply with law, investigate misconduct, or enforce these Terms.

11. Publicity and Business Display Rights

11.1 In-product display rights

Each Participating Business grants Gratify a limited, worldwide, royalty-free license to use, display, reproduce, and distribute the business's name, logo, and related brand assets and Business Content as necessary to operate and display the Services, including within customer-facing discovery, membership, rewards, promotion, and business-profile experiences.

11.2 Marketing and customer-list rights

Unless a Participating Business opts out by written request to support@gratifyloyalty.com, Gratify may identify the business by name and logo as a customer of Gratify in marketing materials, case studies, presentations, website materials, sales collateral, and similar materials.

12. Applicability of Customer User Terms

This Part III applies to all Customer Users.

13. Loyalty Programs, Points, Rewards, and Redemptions

13.1 Participating business programs

Customer Users may join loyalty programs operated by Participating Businesses through the Services. Each loyalty program is specific to the applicable Participating Business.

13.2 Points and rewards are promotional benefits

Unless required by law, points, rewards, signup bonuses, promotional claims, and similar loyalty benefits:

• have no cash value
• are not your property
• are not bank accounts, deposits, or stored value
• are not transferable, saleable, or redeemable for cash
• may only be used in accordance with the applicable program rules and these Terms

13.3 No transferability

Points and rewards may not be transferred between users, between businesses, or outside the Services unless we expressly permit it.

13.4 No time-based expiration currently imposed by Gratify

Gratify does not currently impose time-based expiration on points solely because time has passed. However, points or rewards may still be reduced, removed, cancelled, or become unavailable if:

• a Participating Business changes, pauses, or ends a reward, promotion, or loyalty program
• a Participating Business leaves the Services
• you leave or unlink from a Participating Business
• your account is closed
• we or the Participating Business determine there was fraud, abuse, misuse, error, reversal, or unauthorized activity
• applicable law requires a different result

13.5 Business control over rewards and promotions

Participating Businesses may change, pause, limit, discontinue, or cancel rewards, promotions, offers, eligibility rules, or related program terms at any time, subject to applicable law.

13.6 Earning points

Points may be awarded based on business-configured loyalty settings and business-side actions recorded through the Services. Gratify does not guarantee that any transaction, visit, spend amount, or customer activity will earn points unless the applicable Participating Business records or confirms it through the Services.

13.7 Redemptions may require business approval or fulfillment

Some reward claims or redemptions may create a pending reward or pending redemption state and may not be final until awarded, confirmed, fulfilled, or honored by the Participating Business or its staff. A reward appearing in your account does not guarantee immediate fulfillment.

13.8 Fraud, abuse, and errors

Gratify and Participating Businesses may remove or reverse points, rewards, claims, or redemptions that were awarded, claimed, or obtained through fraud, abuse, misuse, error, system issues, unauthorized activity, chargebacks, reversals, or violation of these Terms.

13.9 Leaving a business or deleting your account

If you leave, unlink from, or are removed from a Participating Business's program, or if your account is deleted, any unused points, rewards, or related loyalty benefits associated with that relationship may be deleted or become unavailable.

14. Promotions, Messages, and Business Relationships

14.1 In-app promotions and messages

Participating Businesses may send in-app promotions, announcements, incentives, gifts, and related messages to Customer Users through the Services.

14.2 No guarantee of availability

Promotions and offers may be subject to limits, minimum spend requirements, quantity caps, timing restrictions, pauses, cancellations, business eligibility settings, and availability. A promotion may become unavailable at any time.

14.3 Participating Business relationship

Your relationship with a Participating Business is separate from your relationship with Gratify. Gratify is not responsible for a Participating Business's goods, services, conduct, pricing, taxes, returns, refunds, customer service, fulfillment, quality, legality, or business practices.

14.4 Business disputes

Any dispute regarding a Participating Business's goods, services, pricing, fulfillment, promotion terms, reward acceptance, refund, or return is between you and the Participating Business, except to the limited extent the dispute directly concerns Gratify's own operation of the Services.

15. Term, Suspension, and Termination

15.1 Term

These Terms begin when you first access or use the Services and continue until terminated.

15.2 Termination by you

You may stop using the Services at any time. If you are a Business Representative, cancellation of a paid plan ends future renewal but generally does not end access until the end of the current billing period.

15.3 Termination or suspension by Gratify

We may suspend, restrict, or terminate your access to the Services, in whole or in part, at any time, with or without notice, if we reasonably believe:

• you violated these Terms
• you created legal, fraud, security, or reputational risk
• your use is unlawful or harmful
• your account was created fraudulently or used improperly
• payment is overdue
• suspension or termination is necessary to protect us, our users, Participating Businesses, or the Services

15.4 Effect of termination

Upon termination, the rights granted to you under these Terms end immediately. We may delete, disable, archive, or retain account data as reasonably necessary to operate the Services, comply with law, resolve disputes, enforce these Terms, protect the Services, and fulfill our retention obligations.

If a Participating Business leaves the Services, we may retain the business's account data for up to 90 days before deletion, unless a longer retention period is required or permitted by law or reasonably necessary for legitimate business or legal purposes.

15.5 Survival

Sections that by their nature should survive termination will survive, including sections relating to ownership, payments owed, publicity rights accrued during the term, disclaimers, limitations of liability, indemnification, dispute resolution, confidentiality, and miscellaneous terms.

16. Confidentiality

16.1 Confidential information

"Confidential Information" means non-public information disclosed by one party to the other that should reasonably be understood to be confidential based on its nature or the circumstances of disclosure.

16.2 Obligations

Each party agrees to use the other party's Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms and to protect the Confidential Information using at least reasonable care.

16.3 Exclusions

Confidential Information does not include information that:

• is or becomes public through no fault of the receiving party
• was lawfully known by the receiving party without confidentiality obligations
• is lawfully received from a third party without restriction
• is independently developed without use of the disclosing party's Confidential Information

16.4 Required disclosures

A receiving party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided the receiving party gives notice where legally permitted.

17. Intellectual Property Rights

17.1 Gratify ownership

The Services and Gratify Content are owned by Gratify or its licensors and are protected by intellectual property and other laws.

17.2 No implied rights

Except as expressly provided in these Terms, nothing grants you any ownership or other rights in the Services or Gratify Content.

18. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRATIFY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ALL TIMES, OR THAT REWARDS, PROMOTIONS, OR LOYALTY PROGRAMS WILL ALWAYS BE AVAILABLE, HONORED, OR ERROR-FREE.

GRATIFY DOES NOT WARRANT, ENDORSE, OR GUARANTEE ANY PARTICIPATING BUSINESS, ANY BUSINESS CONTENT, OR ANY GOODS, SERVICES, OFFERS, REWARDS, OR PROMOTIONS PROVIDED BY A PARTICIPATING BUSINESS.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRATIFY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRATIFY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED:

• for a Participating Business or Business Representative, the greater of one hundred U.S. dollars ($100) or the amount paid by the Participating Business to Gratify in the twelve (12) months preceding the event giving rise to the claim
• for a Customer User or visitor, one hundred U.S. dollars ($100)

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIABILITY LIMITATIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

20. Indemnification

You agree to defend, indemnify, and hold harmless Gratify and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against any claims, demands, actions, proceedings, liabilities, damages, losses, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• your access to or use of the Services
• your User Content or Business Content
• your violation of these Terms
• your violation of applicable law
• your violation of the rights of any person or entity
• if you are a Participating Business or Business Representative, your goods, services, promotions, rewards, offers, taxes, refunds, returns, customer disputes, employees, and business operations

Gratify reserves the right to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with us.

21. Governing Law, Arbitration, and Class Action Waiver

21.1 Governing law

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be governed by the laws of the State of Delaware, without regard to conflict of laws principles, except to the extent federal law, including the Federal Arbitration Act, applies.

21.2 Binding individual arbitration

Except for disputes that qualify for small claims court and except for claims seeking injunctive or equitable relief for intellectual property infringement, unauthorized access, misuse, or other urgent harm, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration.

The arbitration will be administered by the American Arbitration Association under its applicable rules then in effect. The arbitration may be conducted remotely, by documents, by telephone, or in person, as permitted by the applicable rules and the arbitrator.

21.3 Venue for court proceedings if required

If a dispute is not subject to arbitration, or if a court proceeding is required to enforce an arbitration award or obtain permitted injunctive relief, the exclusive venue will be the state or federal courts located in St. Louis, Missouri, and each party consents to personal jurisdiction there.

21.4 Class action waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND GRATIFY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Unless both you and Gratify agree otherwise, the arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

21.5 Jury trial waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND GRATIFY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

22. Miscellaneous

22.1 Entire agreement

These Terms, together with any supplemental terms and the Privacy Policy, constitute the entire agreement between you and Gratify regarding the Services and supersede prior or contemporaneous understandings relating to the Services.

22.2 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

22.3 No waiver

No failure or delay by Gratify in exercising any right or remedy will operate as a waiver of that right or remedy.

22.4 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. Gratify may assign these Terms freely, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

22.5 Force majeure

Gratify will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, internet or telecommunications failures, hosting failures, cyberattacks, epidemics, pandemics, civil unrest, or power outages.

22.6 Relationship of the parties

Nothing in these Terms creates any agency, partnership, joint venture, employment, franchise, fiduciary, or similar relationship between you and Gratify.

22.7 Interpretation

Headings are for convenience only and do not affect interpretation. The words "include," "includes," and "including" mean "including without limitation."

23. Contact Us

If you have any questions about these Terms, please contact us at support@gratifyloyalty.com or at our postal address below: