Terms of Service

1. 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).

2. 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).

3. 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.

1. The Services are only accessible via the Wrapped Platform and are only available to authorized Merchants.

2. 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.

3. We reserve the right to review your application and determine whether we approve you as a Merchant.

4. 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.

5. We may contact you to verify your details if required.

6. 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.

7. 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:

8. 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.

9. 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.

1. 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.

2. 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.

3. 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.

4. 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.

1. 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.

2. 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.

3. 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.

4. You must abide by these Merchant Terms, to the extent relevant, for the trial membership period.

1. 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).

2. Unless otherwise stated, all fees exclude all sales taxes, goods and services taxes, value-added taxes, duties, and other similar taxes or impositions.

3. You must pay the fees on a monthly basis in advance.

4. 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.

5. 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.

6. 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.

7. 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.

1. 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.

2. You may cancel your membership with us at any time by giving us notice in writing.

3. 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.

4. 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.

1. Your use of the Wrapped Platform and the Service is entirely your own risk.

2. 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.

3. 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.

4. 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.

1. To the maximum extent permitted by law, Wrapped excludes all liability for any loss or damage of any kind (including consequential loss, loss of profits, loss of data, or any other indirect or consequential loss) arising from or in connection with the use of the Wrapped Platform or the Service.

2. The total 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.

3. Nothing in this clause 13 limits:

4. These limitations apply irrespective of how liability arises, whether in contract, equity, tort (including negligence), breach of statutory duty.

5. You are solely responsible for the content of your marketing communications with Consumers and for providing any promotions or gift cards to Consumers.

6. You are solely responsible for resolving any disputes with any Consumer. We make no representation or warranty to or in relation to any Consumer.

7. 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.

1. Each party represents, warrants, and undertakes that:

2. 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.

3. 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.

1. 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:

2. You hereby indemnify Wrapped from and against, and shall pay on demand, all costs, losses, damages, expenses, or other amounts:

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.

1. 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.

In these Merchant Terms, the following expressions shall have the following meanings, unless the context requires otherwise:

• Application means the Wrapped application owned and operated by Wrapped, on which registered Users can use and access the Service.
• Consumer means a person who has registered and been approved by the Merchant to receive the benefit of the Service.
• Excessive Use means the level of usage of Wrapped, which is greater than the normal usage level across the average of users.
• Wrapped, we, us, our are all references to the Wrapped product by Loud Labs Limited.
• Wrapped Platform means the Website and the Application.
• 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.
• Merchant or you means any retailer approved by Wrapped that has signed up to participate in the Service.
• Permission-based means that all recipients must have opted in to receive email communications from the Merchant.
• Service(s) has the meaning set out in clause 1 of these Merchant Terms.
• Site(s) are the physical store locations and/or eCommerce sites integrated into the Platform.
• Users means Merchants and Consumers.
• Website means any Wrapped website or page derived from www.wrappedgiftcards.com.