HomeMy WebLinkAboutYiftee_for__Bicycle_Voucher_Access_programCommunity Card Customer Agreement
THIS AGREEMENT (the "Agreement") is made effective as of August 1 , 2024 (the "Effective Date") by
and between Yiftee Inc., a Delaware corporation, with an address at 325 Sharon Park Drive #215, Menlo
Park, CA 94025 ("Yiftee") and City of Evanston with an address at 2100 Ridge Ave.
Evanston, IL 60201 ("Customer"). The parties agree a follows:
1. Definitions.
1.1 "Merchant" means a merchant, prospect or other contact that may be using or desire to use Yiftee
Services to redeem eGifts.
1.2 "Participant" means a Merchant who has opted to participate in a Community Card by running an
Activation Card and agreeing to the Merchant Agreement.
1.3 "Yiftee Services" means Yiftee's gift -giving platform. It is the technology foundation for Community
Cards.
1.4 "Purchaser" means a person or entity that purchases or redeems eGifts.
1.5 "eGift" means a digital virtual gift voucher used as payment for goods or services at a Participant.
1.6 "Offer" or "Offers" mean specific benefits that Participants provide to consumers who use their
Community Cards in their store, as determined by the Participants and posted on their eGift Card web
page.
1.7 "Chargeback" means a purchase that has been disputed by the person who owns the credit card
used to purchase an eGift. Chargebacks cause the amount of the purchase to be refunded to the
cardholder out of Yiftee's bank account and often also include an associated fee.
2. Merchant Enrollment.
2.1 Merchant Enrollment Obligations
(a) Merchants must all be located in the same state in the USA, due to varying gift card laws by state.
Each Merchant must agree to the Yiftee Merchant Agreement located on the Yiftee.com website.
Merchants who have not agreed to the Merchant Agreement will not be able to utilize the Yiftee
Services to redeem eGifts. Customer will upload into the Yiftee Services or provide the names of the
Merchants who intend to participate to Yiftee. Upon the agreed upon launch date, the billing for the
Yiftee Services will begin ("Commencement Date"). This billing will include the agreed -upon cost for each
Participant or group thereof as defined in Appendix A.
Yiftee Community Card Customer Agreement, Revised 2024-03-05
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(b) Yiftee will provide to Customer or directly to Merchants, upon receipt of the set of Merchant names
in 2.1a, a set of unique Activation Cards to be run by each Merchant. Customer will inform Merchants of
their individual Activation Card and provide instructions on its use. Additionally, Customer will inform
Merchants that running the Activation Card implies consent to the Merchant Agreement located on the
Yiftee.com website.
(c) Customer will collect a set of Merchants who have elected to participate in the Yiftee Services.As
Merchants run the Activation Cards, they will be included in the set of Merchants enabled to participate
in the Yiftee Services, i.e. the Participants. Participant may also post their Offers to be available for eGift
Card holders who redeem gifts in their stores.
(d) Yiftee will bill Customer or Merchants as described in Appendix A. Customer can add or remove
Participants and fees will be adjusted accordingly, if applicable. There will be no retroactive adjustments
allowed by Yiftee (that is, a cancelled Participant's billing obligation will result in that Participant's cost to
Customer, as defined in Appendix A, to be eliminated beginning only on the next annual billing cycle). A
Participant may be added to the list of Participants at any time ("Enrollment Time"), with billing
adjustment for said Participant to begin immediately and to be included in the current month's billing.
(e) Each party shall comply with good, ethical and moral business practices and all applicable laws and
regulations in engaging in any activities here under.
(f) Fees and payment terms applicable to the subject matter here under shall be as set forth in Appendix
A. Customer is not entitled to compensation other than what is described in Appendix A.
(g) Customer is responsible and liable for any disputes or liability arising out of its relationships with
Merchants and Participants, except with respect to any liability of Yiftee under this agreement.
2.2 Yiftee Materials.
Yiftee may provide Customer with certain materials for use in conjunction with promoting the Yiftee
Services here under ("Yiftee Materials"). No rights or licenses, express or implied, are granted in those
Yiftee Materials or otherwise, except as expressly and unambiguously set forth in this Agreement.
2.3 Limited Licenses.
Subject to the terms and conditions of this Agreement, Yiftee hereby grants to Customer, a non-
exclusive, non -transferable, non -assignable, non-sublicensable right and license to access and use the
Yiftee Services and Yiftee Materials solely for the purposes of Customer's performance of this
Agreement.
2.4 Trademark License.
Yiftee Community Card Customer Agreement, Revised 2024-03-05
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Subject to the terms and conditions of this Agreement, Yiftee hereby grants Customer and Customer
hereby grants Yiftee a non-exclusive, non -transferable, non -assignable, non-sublicensable, royalty -free
license to use Yiftee's or Customer's name, trade names, trademarks, service marks, and logos
(collectively, a party's "Marks") solely in connection with Customer's and Yiftee's promotion and
marketing of the Yiftee Services, subject to written usage guidelines, if any, made mutually available.
3. Chargebacks. When purchasing eGifts using Purchasers' credit cards or other forms of payment using
the Yiftee "Order Desk'' functionality, or any purchase using Customer's Community Card account with a
third party credit card that is not Customers, Customer is responsible for verifying that the Purchaser
owns the payment instrument and has authority to use it for said purchase. Should Yiftee receive a
Chargeback, Yiftee will attempt to cancel any outstanding value on the eGift purchased and Customer
will be liable for any remaining balance and fees incurred by Yiftee. Customer is not liable for
Chargebacks for gifts purchased through the normal Yiftee eGift process where Customer is not party to
the gift purchase.
4. Ownership. As between the parties, Yiftee owns all right, title and interest in and to the Yiftee
Services, Yiftee's Marks and the Yiftee Materials. Customer owns all right, title and interest in and to
Customer's Marks.
5. Warranties Disclaimer. YIFTEE AND ITS LICENSORS MAKE NO WARRANTIES TO CUSTOMER, EXPRESS
OR IMPLIED, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING OUT OF
USAGE OR TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE.
6. Liability Limitation. EXCEPT FOR LIABILITY ARISING UNDER SECTION 8, NEITHER PARTY (NOR ITS
LICENSORS) WILL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT OR UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHATSOEVER, FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES,
INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE AND IN NO EVENT SHALL EITHER PARTY'S
LIABILITY EXCEED THE GREATER OF $500 OR THE AMOUNTS PAID AND/OR PAYABLE BY YIFTEE TO
CUSTOMER (AND/OR BY CUSTOMER TO YIFTEE, IF PAYMENTS ARE PAYABLE BY CUSTOMER TO YIFTEE IN
ACCORDANCE WITH PROPOSAL) HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE
APPLICABLE CLAIM.
7. Term and Termination.
7.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in full force on an
annual period from the Effective Date, and thereafter shall automatically renew annually, unless and
until either party terminates this Agreement pursuant to Section 7.2.
7.2 Termination.
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(a) Either party may, at its option, terminate this Agreement upon thirty (30) days written notice to the
other party for any reason or for no reason whatsoever.
(b) Either party may terminate this Agreement if the other party materially breaches a term of this
Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of such
breach from the non -breaching party.
(c) Participants are obligated to honor all outstanding eGifts issued by Yiftee for the entire duration of
those eGift's validity periods. Termination does not relieve Participants from honoring conditions
outlined in the Merchant Agreement.
7.3 Effect of Termination. Upon any termination: (a) Customer shall immediately cease all promotion of
the Yiftee Services and shall immediately return to Yiftee, or at the option of Yiftee, destroy, all
Confidential Information (as defined below) of Yiftee disclosed to Customer, Yiftee Materials, and any
Yiftee Services, hardware and software provided to Customer here under, (b) Yiftee shall immediately
return to Customer, or at the option of Customer, destroy, all Confidential Information of Customer
disclosed to Yiftee here under, and (c) all licenses granted under this Agreement shall immediately cease.
The following Sections shall survive termination and remain in effect 1, 4, 5, 6, 7.3, 8 and 9. Any
termination of this Agreement shall be without prejudice to any other rights or remedies available under
this Agreement or at law.
8. Confidentiality. Because of this Agreement, the parties may have access to information that is
confidential to the disclosing party ("Confidential Information"). Confidential Information shall include,
without limitation, Purchaser lists and information relating to the parties' products and pricing and all
information designated as confidential by the disclosing party at the time of disclosure. A party's
Confidential Information shall not include any information which (i) becomes generally publicly available
through no wrongful act or omission of the receiving party; (ii) is lawfully acquired by the receiving party
from a third party without any breach of a confidentiality obligation; or (iii) is independently developed
without use of or reference to the disclosing party's Confidential Information. Each party agrees to
maintain the confidentiality of the other party's Confidential Information using the same degree of care
that it uses with regard to its confidential information of like nature, but in no event less than reasonable
care, and to protect as a trade secret any portion of the other party's Confidential Information by
preventing any unauthorized copying, use, distribution, installation or transfer of possession of such
information. If required by law, the receiving party may disclose Confidential Information of the
disclosing party, but will give adequate prior notice of such disclosure to the disclosing party to permit
the disclosing party to intervene and to request protective orders or other confidential treatment
therefor. The parties acknowledge that money damages will not be an adequate remedy if this Section 8
is breached and, therefore, either party may, in addition to any other legal or equitable remedies, seek
an injunction or other equitable relief against such breach or threatened breach without the necessity of
posting any bond or surety. Any compliance with State laws is not a violation of this agreement.
9. Non -solicitation
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During the term of this Agreement, neither party will (on behalf of itself or any other person or entity)
solicit any Purchaser or Merchant of the other party to restrict, limit, or terminate such Purchaser's or
Merchant's participation in the other party's products and services.
10. Miscellaneous
10.1 Choice of Law. This contract shall be governed by and construed in accordance with the laws of the
State of Illinois, without regard to the provisions of the conflict of laws thereof. The parties will resolve
any disputes in the state or federal courts located in Cook County, Illinois, to whose exclusive jurisdiction
and venue they irrevocably submit. Notwithstanding anything to the contrary, either party may pursue
injunctive or other equitable relief in any court of competent jurisdiction.
10.2 Notices. Any notice or other communication required or permitted in this Agreement shall be in
writing and shall be deemed to have been duly given on the day of service if served personally or by
facsimile transmission with confirmation, or three (3) days after mailing if mailed by First Class mail,
registered or certified, postage prepaid, and addressed to the respective parties at the addresses set
forth above, or at such other addresses as may be specified by either party pursuant to the terms and
provisions of this section.
10.4 Assignment. Customer may not assign or otherwise transfer, without the prior written consent of
Yiftee, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part.
Yiftee may freely assign or otherwise transfer this Agreement in connection with the sale of all or
substantially all of its business or assets. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
10.5 Severability. Any provision of this Agreement that is determined to be unenforceable or unlawful
shall not affect the remainder of the Agreement and shall be severable therefrom, and the
unenforceable or unlawful provision shall be limited or eliminated to the minimum extent necessary to
that this Agreement shall otherwise remain in full force and effect and enforceable.
10.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties and
supersedes any and all prior agreements between them, whether written or oral, with respect to the
subject matter hereof, and may not be amended, modified or provision hereof waived, except in a
writing signed by the parties hereto. No waiver by either party, whether express or implied, of any
provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such
provision or a breach or waiver of any other provision of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Yiftee Community Card Customer Agreement, Revised 2024-03-05
Doc ID: 27a38f24a9815179ea3c3c3470f405ddc400b78f
Customer's organization (Print): Authorized signature:
Name, Title:L � �17Acting City Manager
YIFTEE, INC. Authorize si nature:
Name, Title: Donna Novitsky, Yiftee CEO
Community Card Customer Agreement
APPENDIX A - Pricing
Approved as to form:
.siticrancl�C 8. i��
Alexandra B. Ruggie
Corporation Counsel
Customer and Participants are not required to pay Yiftee a subscription fee or a revenue share.
Purchasers pay the face value of the card plus a $1+5% of the eGift Card value eDelivery fee at the time
of purchase. Bulk purchases of one thousand dollars ($1000) or more, and enterprise accounts may, at
Yiftee's sole discretion, qualify for a reduced eDelivery fee by depositing funds into their Yiftee eGifting
accounts by check or ACH and disabling credit cards. The ability for Customer or a sponsor to pay the
eDelivery fee is available.
Participants receive full value of redemptions less credit card processing fees for a card -not -present
(CNP) transaction upon redemption. Yiftee does not control these fees; they are set by the Merchant
Acquirer who is their credit card processor.
Where permitted by law, Yiftee will implement a monthly maintenance fee on eGift Cards that have been
inactive (i.e. no spending on the Card) for periods of greater than 12 consecutive months.
Yiftee eGift Cards do not generally expire. Subject to applicable laws, in some cases eGift Cards given by
corporations or merchants as promotions, rewards and awards may have expiration dates.
. eDelivery fees are not refunded. Expiring eGift Cards do not incur maintenance fees. Yiftee is permitted
to contract with any entity to provide different pricing structures than the above for gifts given as
promotions, rewards
or awards.
Participants may choose, at their discretion, to post Offers to encourage Purchasers to use their
Community Cards in their stores.
eGift Cards expiring, Yiftee retains 10% of the original eGift Card value not to exceed the remaining
In the case of unspent funds and refunds the balance to the purchaser's Yiftee eGift Card account
Yiftee Community Card Customer Agreement, Revised 2024-03-05
Doc ID: 27a38f24a9815179ea3c3c3470f405ddc400b78f
Participants may choose, at their discretion, to offer rebates as fund raisers to local groups such as
schools, churches and other non -profits. Such programs are an incentive for the local groups to sell
Community Cards to their members, and for the Purchasers to use them in specific stores who are
offering rebates. Yiftee will work with the Participants and Purchasers to execute such programs.
No tipping is allowed on Yiftee eGift Cards.
The maximum and minimum prices of gifts are determined by Yiftee in its sole discretion.
Yiftee Community Card Customer Agreement, Revised 2024-03-05
Doc ID: 27a38f24a9815179ea3c3c3470f405ddc400b78f
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Audit trail
Title Contract with Yiftee for Bicycle Voucher Access program
File name Evanston_IL_Comm... ent_Revised_.pdf
Document ID 27a38f24a9815179ea3c3c3470f405ddc400b78f
Audit trail date format MM / DID / YYYY
Status Signed
Document History
08 / 01 / 2024 Sent for signature to Alexandra Ruggie
SENT 08:52:45 UTC-5 (aruggie@cityofevanston.org) and Carina Sanchez
(csanchez@cityofevanston.org) from
Ithomas@cityofevanston.org
IP: 66.158.65.76
0 08 / 01 / 2024 Viewed by Alexandra Ruggie (aruggie@cityofevanston.org)
VIEWED 10:14:18 UTC-5 IP: 24.13.226.57
08 / 01 / 2024 Signed by Alexandra Ruggie (aruggie@cityofevanston.org)
SIGNED 10:15:28 UTC-5 IP: 24.13.226.57
08 / 01 / 2024 Viewed by Carina Sanchez (csanchez@cityofevanston.org)
VIEWED 10:23:15 UTC-5 IP: 66.158.65.76
08 / 01 / 2024 Signed by Carina Sanchez (csanchez@cityofevanston.org)
SIGNED 10:23:30 UTC-5 IP: 66.158.65.76
G 08 / 01 / 2024 The document has been completed.
COMPLETED 10:23:30 UTC-5
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