Terms & Conditions

Thank you for using Yama.ai.

Please read these Terms of Service (“Terms”) carefully. By using Yama.ai, you agree to be bound by these Terms. Yama.ai reserves the right, at its sole discretion, to make changes to these Terms. If a valid agreement exists between you (“Customer”) and Yama.ai related to the subject matter hereof, those terms take precedence over these terms unless otherwise agreed by the Parties. Revised June 18, 2020

I. DESCRIPTION AND DEFINITIONS

Yama.ai (“Yama.ai” or the “Service”) is a marketing and sales lead generation company which offers a digital rewards service through the Yama.ai URL or your (the “Customer”) domain URL. Yama.ai (the “Website”) allows you (the “Customer”) to send digital rewards (“Rewards”) to your customers, employees and business contacts (“Recipients”). The Service includes the Website, all related websites and mechanisms, as well as APIs and connectors for integration with third-party services. The Service is owned and operated by Yama.ai, (“Yama.ai”, “we”, or “us”). The term “Gift” used in the Service also refers to and is intended to mean the same as Rewards.

II. DATA PROCESSING

To the extent that Yama.ai processes any Customer Data, the terms of the Yama.ai Data Processing Agreement, are hereby incorporated by this reference.

III. REWARDS & COUPONS

1. The availability of Rewards to Customers may be subject to approval from the Merchant providing the Reward.

2. The price of Rewards and any associated fees are subject to change without notice.

3. All third party services or Reward providers (each a “Merchant”) of prepaid cards are subject to change without notice.

4. While Yama.ai tries to be as accurate as possible on its site, if a Reward listed has an incorrect price due to a typographical or human error, Yama.ai has the right to refuse or cancel orders placed for the product with the incorrect price.

5. By ordering a Reward or using Yama.ai to distribute rewards to business prospects, Customer accepts Merchant terms and conditions or terms of use associated with the use of any Reward. In the event of a conflict between Yama.ai Terms and any Merchant’s terms governing a Reward, the Merchant terms will prevail solely with respect to the purchase, issuance, redemption, and other use or exploitation of the Reward. Customer is solely responsible for reviewing any and all applicable Merchant terms prior to purchasing the Reward from the Merchant.

6. Yama.ai is not responsible for the loss of any value associated with a Reward once it has been claimed. To reduce the likelihood of any potential loss, Yama.ai encourages Recipients to redeem Rewards on a timely basis.

7. Customer acknowledges that Rewards sent through the Service are provided by Merchants who provide issuing, fulfilment, customer service and transaction-related services for Merchant-specific rewards, and Yama.ai is not liable for any claims related to those services. Yama.ai does not serve as the issuer of the Rewards or provide any ongoing transactional related services after the Reward has been claimed.

IV. RESTRICTIONS ON USE

1. Customer shall only use Yama.ai to send Rewards to Recipients in association with Customer’s internal loyalty, award or promotion program, or using the Yama.ai platform to identify prospects via Customer’s web site URL and send gift cards using Yama.ai platform. Customer shall not utilize Yama.ai to send personal gifts, outside of the Yama.ai platform.

2. No single Recipient shall be sent Rewards valued at more than $10,000 in a single banking day. Merchant, as the issuer, is required to comply with all federal, state and local laws, rules, and regulations relating to the issuance and fulfillment of Rewards including but not limited to an anti-money laundering (AML) compliance program.

3. Customer shall not further resell Rewards acquired from Yama.ai.

4. Use of the Service is subject to any and all applicable federal, state and local laws and ordinances.

5. Yama.ai reserves the right to require additional information to verify a Customer’s account information, payment methods and use of Rewards. Yama.ai reserves the right to reject any Customer accounts, orders and payments.

6. Yama.ai may suspend and/or terminate Service to Customer upon Customer’s breach of these Terms, non-payment for Services, or upon evidence of fraudulent or illegal use of the Service.

7. Customer must be at least eighteen (18) years of age to utilize Yama.ai and its Website and Services.

8. If you are creating an account or utilizing Yama.ai’s Website or Services on behalf of an entity, organization or company, you represent and warrant that you have the authority to bind the entity, organization or company to these Terms.

V. PURCHASE & REFUNDS

1. Customer may establish and fund specific promotions (each a “Campaign”) to offer and purchase Rewards for Recipients. When Customer places an order in a Campaign within the Yama.ai platform, Yama.ai will allocate the specific funds (“Campaign Funds”) to the Rewards associated with the specific Campaign until the Rewards have been claimed by Recipients. If a Recipient claims a Campaign Reward, the Campaign Funds will be debited consistent with the price of the Reward and any applicable Yama.ai fees. This debited amount is non-refundable regardless of whether the Recipient uses the Reward to make purchases. If Customer cancels a Reward prior to offering it to a Recipient, 100% of the Campaign Funds allocated for the Reward including any applicable Yama.ai fees – will be refunded to Customer’s Account Balance.

2. No interest shall be paid or owed on funds in Customer’s Yama.ai account.

3. Customer may be assessed additional fees when paying by Credit Card. Yama.ai may limit the types of credit cards it accepts. Yama.ai may limit the amount that can be paid using Credit Card. Yama.ai reserves the right to reject payment by credit card for any order.

VI. DISCLAIMERS, LIMITATION OF LIABILITY

1. Customer will indemnify, defend and hold Yama.ai harmless, at Customer’s expense, against claims brought against Yama.ai (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by any third party related to (a) Customer Data, (b) unauthorized or illegal use of the Service by Customer, (c) Customer’s noncompliance with or breach of these Terms, or (d) Customer’s use of Third-Party Products. Customer will indemnify Yama.ai against all damages finally awarded against Yama.ai (or the amount of any settlement Customer enters into) with respect to these claims.

2. Yama.ai will indemnify, defend and hold Customer harmless, at Yama.ai’s expense, against claims brought against Customer by any third party alleging that Customer’s use of the Service infringes or misappropriates a patent claim, copyright, or trade secret right. Yama.ai will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement Yama.ai enters into) with respect to these claims. In the event a claim is made or likely to be made, Yama.ai may replace or modify the Service to be non-infringing without a material decrease in functionality. If this option is not reasonably available, Yama.ai or Customer may terminate Customer’s account and subscription to the Service upon written notice to the other.

3. The Service is provided on an “as is” basis, and Yama.ai expressly disclaims any and all warranties of fitness for a particular purpose, and any and all warranties relating accuracy, completeness or adequacy of service. Customer understands that it assumes the entire risk with respect to the use of the Service.

4. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, YAMA.AI WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS.

5. In no event shall Yama.ai’s entire liability with respect to the Service exceed the last 30 days fees paid by Customer to Yama.ai.

VII. GENERAL TERMS

1. Customer shall be solely responsible for the actions of individuals who are affiliated with Customer and who utilize the Service. Customer shall be solely responsible for determining which individuals may or may not participate in the Campaigns it sponsors or offers.

2. Customer shall be solely responsible for ensuring the accuracy and correctness of all data and commands which it enters in the Service platform and Yama.ai shall have no liability for damages resulting from inaccurate or incorrect data entered into the Service platform.

3. Customer understands and agrees that it is solely responsible for determining income reporting requirements for tax purposes. Yama.ai cannot and does not offer tax advice to Customers or Recipients.

4. Yama.ai owns and retains all rights to the Service, unless otherwise expressly granted to Customer. Customer acknowledges that any digital assets (Tokens, scripts or any piece of software code) made available to Customer by Yama.ai remain the intellectual property of Yama.ai, and must only be used in the manner instructed by Yama.ai. Reverse engineering, tampering or otherwise modifying these digital assets is expressly prohibited. Customer accepts responsibility for any damages caused to Yama.ai, Recipients, or Yama.ai’s Customers as the result of unauthorized modification of Yama.ai’s digital assets.

5. Customer with a Basic or On Demand plan may cancel its account and terminate its use of the Service by providing a written thirty (30) day termination notice to Yama.ai.

6. Customer grants Yama.ai the right to add its name and company logo to Yama.ai’s customer list and websites.

7. Customer grants Yama.ai the right to add its software tracking code in Customer’s web sites that are intended to run the Yama.ai services and campaigns, in order to deliver its service.

VIII. MISCELLANEOUS

1. Customer may not assign any of its rights under this agreement. Yama.ai may assign its rights to any other individual or entity at its sole discretion.

2. Any dispute between Customer and Yama.ai arising in connection with these Terms shall be resolved through binding arbitration to be conducted in the Commonwealth of Virginia, before a single arbitrator. The decision of the arbitrator may be entered, in any court having jurisdiction. The prevailing party in any arbitration shall be entitled to an award of its reasonable attorney’s fees and costs, in addition to any award of damages or other relief. CUSTOMER AND YAMA.AI HEREBY WAIVE THE RIGHT TO A JURY TRIAL.

3. These terms shall be governed by and construed in accordance with the procedural and substantive laws of the Commonwealth of Virginia.

4. These Terms are for the benefit of the Customer and Yama.ai only.

5. Yama.ai may change any of the Terms by posting revised Terms of Service on our Website. Yama.ai shall provide prior email Notice of any material changes by sending an email. Unless you terminate your account within ten (10) days after receipt of such email, the new Terms will be effective immediately and apply to any continued or new use of Yama.ai.

6. Yama.ai may change the Website, the Service, or any features of the Website or Service at any time, and in its sole discretion.

7. The following sections will survive termination of the relationship between Customer and Yama.ai:: V, VI. IX(2), (3), (4) and (7).