By accessing or using our website, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions. If you do not agree to these terms, please do not use our website.

1. Products and Services

1.1 Provision of Products and Services. Rewarzio agrees to provide the Customer with Prepaid, Stored Value Products and Services as detailed in the attached Schedule(s), subject to Provider (as defined below) approval and the terms herein. Customer agrees to pay all associated charges in accordance with the payment terms outlined. If any Schedule conflicts with this Agreement, the Schedule will prevail. The parties will negotiate in good faith to add other Rewarzio products and services as mutually agreed. Availability and terms of Prepaid, Stored Value Products and Services are subject to change upon notice by Rewarzio or the issuing bank/provider (“Provider”). Customer acknowledges and agrees that all discount, pricing, or fee amounts may change with five (5) days’ prior written notice or as provided by the Provider. All purchases and subsequent sale/distribution are subject to Provider terms and policies. Customer is prohibited from accepting returns or providing refunds for these products and is solely responsible for any unauthorized returns and refunds.

1.2 Term. This Agreement begins on the Registration Date and continues for three (3) years (“Initial Term”). It will automatically renew for successive two (2) year terms (“Renewal Term”) unless either party provides written notice of non-renewal at least ninety (90) days before the current term’s expiration or terminates per this Agreement’s terms. Each twelve-month period following the Effective Date and each anniversary thereof is a “Contract Year”.

1.3 Marketing and Promotion. Customer shall use commercially reasonable efforts to market, promote, and sell the Prepaid, Stored Value Products and Services to the same degree as its other major products and services. Customer must post on its Websites or otherwise all materials required by Rewarzio to ensure compliance with applicable laws and Provider requirements.

1.4 Product Sourcing. Customer shall not distribute, market, process, sell, load, reload, or provide balance inquiries, transaction histories, and related services for Prepaid, Stored Value Products and Services other than those purchased from Rewarzio (“Rewarzio Products”), except as set forth below.

(a) Additional Products. If Customer wishes to offer Prepaid, Stored Value Products and Services not distributed by Rewarzio (“Additional Products”), Customer shall notify Rewarzio in writing. Rewarzio will have ninety (90) days to obtain distribution rights for the Additional Products. If obtained, Customer must purchase the Additional Products from Rewarzio. If not, Customer may source the Additional Products directly from the provider without breaching this Agreement.

2. Orders and Payment

2.1 Orders

(a) API and Dashboard Orders. Customer shall place orders for Prepaid, Stored Value Products and Services either through Rewarzio’s API or manually via the Rewarzio dashboard. Each order constitutes a binding contract for the purchase and sale, and may not be canceled by Customer. Acceptance and fulfillment are at Rewarzio’s sole discretion. Rewarzio may reject or decline any order, providing a refund of any unearned funds previously tendered by Customer.

(b) Access Information. Customer authorizes Rewarzio to accept and process Orders from anyone using Customer’s account information. Customer is liable for all purchases made using its account information. Rewarzio will not verify the identity of users accessing Customer’s account and has no liability for unauthorized use. Customer must safeguard its account information and notify Rewarzio immediately of any suspected unauthorized access.

2.2 Payment. Customer shall remit payment to Rewarzio for the face or load value of the Prepaid, Stored Value Products and Services sold, less any applicable discounts, plus any applicable fees.

(a) Order Payment. Upon execution of this Agreement, Customer will deposit $1,000 (the “Deposit”) into a designated Rewarzio bank account. Rewarzio will use the Deposit to cover amounts owed by Customer. If amounts owed exceed the Deposit, Rewarzio may suspend Customer’s ability to order/sell products until the Deposit is replenished. Customer agrees to maintain the Deposit at a minimum of $5,000 unless otherwise agreed in writing. Rewarzio may adjust the Deposit requirement during peak seasons.

2.3 Billing Disputes. Customer may dispute charges within thirty (30) days of the reconciliation or invoice date, provided full payment is made and a written statement of discrepancies is presented. Rewarzio will issue a credit for disputed charges resolved in Customer’s favor.

2.4 Taxes. Customer is responsible for collecting and remitting applicable taxes for taxable products. Customer shall hold Rewarzio harmless from any claims arising from Customer’s failure to collect/remit taxes. Rewarzio will assist in any tax-related audits and provide necessary documentation.

2.5 Risk of Loss. Title and risk of loss transfer to Customer upon Rewarzio’s transmission of products. Rewarzio is not liable for loss, theft, or misuse post-transmission and is not obligated to monitor product usage. Customer must pay for all ordered products regardless of its ability to collect from end customers. Rewarzio reserves the right to reject any order it believes to be fraudulent or violating laws.

3. Rewarzio Technology

3.1 Ownership. All technology used to provide services, including any improvements or modifications, remains the exclusive property of Rewarzio or its Affiliates. Customer has no ownership rights and assigns any contributions to Rewarzio.

4. Activation

4.1 Activation. Prepaid Physical Cards, Stored Value Products and Services must be activated before use. Rewarzio will activate these during transit or via other designated methods. Activated products should be stored securely and treated as cash.

5. Termination and Suspension

5.1 Termination for Cause. Either party may terminate this Agreement upon a material default not cured within thirty (30) days of written notice.

5.2 Failure to Pay. Rewarzio may terminate this Agreement if Customer fails to pay amounts due, provided five (5) days’ notice and an opportunity to cure is given.

5.3 Failure to Integrate and Place Orders. Rewarzio may terminate this Agreement if Customer fails to integrate and place orders within three (3) months of the effective date, provided five (5) days’ notice and an opportunity to cure is given.

5.4 Termination for Insolvency. Either party may terminate this Agreement upon the other party’s bankruptcy, insolvency, or assignment for creditors, with written notice. Customer’s obligation to pay survives termination.

5.5 Suspension. Rewarzio may suspend Customer’s ability to sell/order products if there is a belief of fraudulent or illegal activities, financial deterioration, Provider requirements, or law violations. Suspension remains until the violation is cured or determined unfounded.

5.6 Regulatory Authorities. If any regulatory authority deems products or services unlawful or changes regulations affecting services, Rewarzio may modify or terminate affected products or services without termination liability.

5.7 Accrued Rights. Termination does not affect accrued rights or obligations intended to survive termination.

6. Proprietary Information and Security

6.1 Confidentiality. Parties must maintain the confidentiality of Proprietary Information. Upon termination, receiving party must return or destroy such information.

6.2 Non-Disclosure. Proprietary Information remains the disclosing party’s property and must be protected with the same care as the receiving party’s own information. Confidentiality restrictions do not apply to public information, independently developed information, or information required to be disclosed by law. Confidentiality obligations last three (3) years post-termination.

6.3 Access to Technology. Only authorized personnel may access Rewarzio Technology using provided credentials. Customer is responsible for secure connections and must cease use upon termination.

6.4 Relief. Breach of confidentiality may cause irreparable harm, justifying injunctions and specific performance orders without bond.

7. Marks

7.1 Use of Marks. Customer may only use Rewarzio or Provider Marks in connection with the sale, marketing, and distribution of Products and Services. Marks must be used in compliance with owner requirements and discontinued upon termination.

8. Representations, Warranties, and Covenants

8.1 Customer. Customer represents and warrants it is authorized to enter this Agreement, will comply with Applicable Law, will not infringe on others’ intellectual property, maintains necessary licenses, safeguards connection security, complies with consumer privacy laws, and is responsible for acts of third-party contractors and fraud on its network.

8.2 Rewarzio. Rewarzio represents and warrants it is authorized to enter this Agreement, will comply with Applicable Law, its Technology does not infringe intellectual property, maintains necessary licenses, and is responsible for fraud on its network.

9. Disclaimer of Warranties; Limitation of Liability

9.1 Disclaimer. Except as expressly set forth, Rewarzio makes no warranties, express or implied, including warranties of title, merchantability, fitness for a particular purpose, or non-infringement. Technology is provided “as-is” and “as available”.

9.2 Limitation of Liability. Rewarzio is not liable for indirect, incidental, consequential, special, or punitive damages, loss of income, revenue, profits, goodwill, mistakes, errors, omissions, or delays related to products and services.

10. Miscellaneous

10.1 Force Majeure. Rewarzio is excused from performance if prevented by events beyond its control, including acts of God, wars, government acts, labor difficulties, and unavailability of equipment. Verbal notification will be provided.

10.2 No Assignment. Customer may not assign this Agreement without written consent from Rewarzio. Change of control or sale of assets is deemed an assignment requiring consent.

10.3 Independent Contractors; No Third Party Beneficiaries. Parties are independent contractors. This Agreement does not create an agency, joint venture, partnership, or employment relationship. No third-party beneficiaries are intended.

10.4 Governing Law; Jurisdiction. This Agreement is governed by the laws of California and the United States. Parties submit to the exclusive jurisdiction of California and Federal courts.

10.5 Notices. Notices are deemed given when delivered personally, received by reputable overnight delivery, or transmitted by email.

10.6 Legal Fees. The prevailing party in any legal action to enforce this Agreement is entitled to recover legal fees and costs.

10.7 Affiliates. “Affiliate” means any entity controlling, controlled by, or under common control with a party. Agreement terms apply equally to Affiliates.

10.8 Corporate Authority. Parties represent they have authority to enter this Agreement.

10.9 Press Release. Press releases or public announcements require prior written approval from both parties.

10.10 Customer’s Representations. Customer shall not make representations about Products and Services beyond those made by Rewarzio.

10.11 Applicable Law. “Applicable Law” means any applicable laws, rules, or regulations during the Term, including data protection, privacy, and product usage laws.

10.12 Entire Agreement; Amendment. This Agreement constitutes the entire agreement and supersedes prior agreements. Amendments must be in writing.

10.13 No Waiver. Failure to enforce terms does not constitute waiver. Waiver of breach does not waive subsequent breaches.

10.14 Headings/Counterparts. Headings are for reference only. This Agreement may be executed in counterparts.

10.15 Severability. Unenforceable portions are severable, and the remaining Agreement remains effective.

10.16 Construction and Interpretation. No rule of construction favors either party. No provision limits or modifies another.

10.17 Language. This Agreement and related documents are drawn up in English.

11. Compliance with Sanctions

Customers and Rewarzio must comply with international sanctions laws. Rewarzio products should not be sold in sanctioned countries, and precautions must be taken to avoid such sales. Transactions may be rejected, and accounts blocked or frozen as required by sanctions.

Schedule 1 to Master Services Agreement

Third Party Digital Codes Program – Reseller

1. Definitions. Defined terms applicable to this Schedule are set forth below.

• “Digital Code(s)” means codes, PINs, or virtual gift cards issued by a Provider in exchange for payment and redeemable at Provider’s locations or platforms.
• “Digital Codes Program” means the program where Digital Codes may be purchased by Customer for resale.
• “Fees” means program fees charged to Customer by Rewarzio.
• “Merchant(s)” means third-party retail merchants with agreements to sell Prepaid, Stored Value or Money Transmission Products and Services.
• “Provider” means the merchant or provider issuing the Digital Code.

2. Appointment as Reseller. Rewarzio appoints Customer as an authorized reseller to promote, market, and sell Digital Codes at discounts and Fees set forth in Exhibit A and herein. Customer shall actively promote and sell the Digital Codes to its Merchants.

(a) Customer Duties. Customer shall conduct business ethically and legally, avoid false or misleading representations, cooperate with Rewarzio in promotions, report complaints, not sell to other resellers, and bear responsibility for contracts and expenses.

(b) Authorized Merchants. Customer must provide information about Merchants and obtain Rewarzio’s approval before selling Digital Codes to them. Rewarzio may reject any Merchant reflecting poorly on it or Providers.

(c) Responsibility for Merchants. Customer is responsible for Merchant activities and compliance with laws and Provider terms. Any Merchant breach is considered a breach by Customer. Customer assumes all risks of nonpayment by Merchants and must pay Rewarzio for Digital Codes sold.

3. Digital Code Program – Reseller. Customer may purchase Digital Codes from Rewarzio at discounts and Fees set forth in Exhibit A. Discounts apply to product face value and may change with five (5) days’ notice. Available denominations are determined by Providers. All purchases are subject to Provider terms and conditions. Additional products may be added by mutual agreement. Customer handles payments from Merchants and Digital Codes cannot be used in loyalty, award, or promotional programs.

4. Fees. Customer will be liable for Fee amounts set forth in this Schedule in addition to other payment terms in the Agreement.

5. Representations, Warranties, and Covenants; Indemnification

(a) Representations, Warranties, and Covenants. Customer represents and warrants information provided to Rewarzio is accurate, complies with privacy laws, maintains necessary licenses and permits, and complies with Applicable Law.

(b) Indemnification. Customer agrees to indemnify Rewarzio and Providers against all third-party claims related to Customer’s or Merchant’s acts, breaches, non-compliance, fraud, negligence, or misconduct. Merchant agreements must require waiver of third-party claims against Rewarzio and Providers, and Customer indemnifies Rewarzio for such claims.

6. Payment. Discounts, dollar amounts, and Fees are in addition to other payment terms in the Agreement. Customer pays Rewarzio for Digital Codes and Fees per Section 2.2 of the Agreement.