MSA
Per the execution of a Platform Agreement or Renewal Form that references this Master Service Agreement you agree to the terms of this agreement and the applicable documents referred to hereunder. You confirm that you have the authority to bind the company or other legal entity and its affiliates identified in the Platform Agreement or Order Form or Renewal form to these terms and conditions.
Last Updated: July 14, 2026
1. Definitions
In this Agreement, unless otherwise expressly defined or the context otherwise requires:
(a) "Agreement" means this Master Service Agreement, together with any Platform Agreement, Order Form, or Renewal Form and all related amendments.
(b) "Client" means the individual, company, or other legal entity that has signed the Order Form or Renewal Form and has agreed to be bound by the terms of this Agreement.
(c) "Confidential Information" means any oral, written, or electronic data and information relating to the business and management of either party which is treated by such party as confidential and to which access is granted or obtained by the other party, but does not include any data or information which: (i) was known to the recipient prior to disclosure by the other party; (ii) was independently developed by the recipient, as evidenced by records; (iii) is lawfully obtained by the recipient from a third party without breach of this Agreement; (iv) becomes publicly available other than through a breach of this Agreement; (v) is disclosed with the other party's prior written consent; or (vi) is required to be disclosed by law.
(d) "Data" means all information, in hard copy or electronic form, that is used in the performance of the Service under this Agreement, and includes Personal Information.
(e) "Giftagram" means Giftagram Inc. or, where identified in the applicable Order Form, Giftagram USA, Inc.
(f) "Intellectual Property Rights" means all right, title, and interest in and to any and all intellectual and industrial property, including patents and patent applications; inventions, trade secrets, designs, methods, processes, and know-how; copyrights and copyright registrations and applications; trade names, corporate names, logos, trademarks, and trademark registrations and applications; and computer programs, applications, or Software, whether in source, object, or executable code, including related documentation and materials.
(g) "Order Form" or "Renewal Form" means the schedule, quote, or fee estimate signed by the Client, as amended or modified between the parties from time to time, which describes a Service to be provided by Giftagram to Client and any additional terms and conditions relating specifically to such Service.
(h) "Personal Information" means information about an identifiable individual that is processed by Giftagram in connection with the Service, including recipient names, contact details, and delivery information.
(i) "Service" means a service specified in an Order Form or Renewal Form which Giftagram provides to the Client under this Agreement.
(j) "Software" means computer programs, regardless of format or medium, and their documentation and specifications.
2. Interpretation
In this Agreement, unless otherwise expressly provided or as the context otherwise requires: (a) headings are solely for convenience of reference and are not intended to be complete or accurate descriptions of content or to be guides to interpretation of this Agreement or any part of it; (b) an accounting term not otherwise defined in this Agreement has the meaning assigned to it, and every calculation to be made under this Agreement is to be made, in accordance with accounting principles generally accepted in the respective jurisdictions (Canada and US) applied on a consistent basis; (c) a reference to currency means US Dollars unless otherwise specified; (d) a reference to a statute includes all regulations made thereunder, all amendments to the statute or regulations in force from time to time, and every statute or regulation that supplements or supersedes such statute or regulations; (e) a reference to an entity includes any successor to that entity; (f) a word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa; (g) a reference to “approval”, “authorization” or “consent” means written approval, authorization or consent; (h) if there is any conflict or inconsistency between the terms of the body of this Agreement and an Order or Renewal Form, the terms of the Order or Renewal Form will prevail; (i) the word “including”, when following a general statement or term, is not to be construed as limiting the general statement or term to any specific item or matter set forth or to similar items or matters, but rather as permitting the general statement or term to refer also to all other items or matters that could reasonably fall within its broadest possible scope; and (j) a reference to a Part or Section is to a Part or Section of this Agreement.
3. Services
(1) Agreement to Perform Service. Giftagram agrees to perform, and Client agrees to accept, the Service described in the Order or Renewal Form in accordance with the terms and conditions of this Agreement. The parties agree that Giftagram will perform the Service as an independent contractor and not as an employee, joint venturer or partner of Client.
(2) Change Orders. Additions or modifications to the Service may be accomplished through the use of a “Change Order”. A Change Order must be in writing and signed by each party in order to be effective. The procedure for creating a Change Order is as follows: (a) Client shall submit a written request to Giftagram specifying the additions or modifications to the Service desired (the “Change Notice”); and (b) if Giftagram is prepared to add to or modify the Service as requested by the Client, it shall prepare and submit an amendment to the Order or Renewal Form (the “Change Order”) to Client which shall include a description of the changes to the Service and any additional fees. On obtaining the Client’s written signature to the Change Order, the Change Order will become part of the Platform Agreements.
(3) Right to Subcontract. Giftagram may, without the written consent of the Client, subcontract to any third party any of the Service to be provided to the Client hereunder. In the event Giftagram subcontracts any of the Service to a third party service provider, Giftagram shall be and remain fully responsible for any acts of such subcontractors.
(4) No Exclusivity. Client acknowledges that nothing in this Agreement obliges Giftagram to devote all or substantially all of its time or attention to the Service and that nothing shall restrict or prevent Giftagram from entering into agreements with other persons concerning the provision of similar Service.
4. Term, Termination and Suspension of Service
(1) Term. The term and any renewal terms (collectively, the "Term") relating to the Service are as specified in the Order Form or Renewal Form.
(2) Termination by Client. Client may terminate this Agreement before the end of the Term: (a) on 30 days' written notice to Giftagram for convenience, in whole or in part, provided that any platform fees paid or payable for the Term are non-refundable and any inventory held by Giftagram on behalf of Client will be delivered to a location determined by Client, at Client's expense, within 30 days of termination; (b) if Giftagram fails to provide the Service in accordance with this Agreement, such failure causes material harm to Client, and Giftagram does not cure the failure within 10 days of written notice describing the failure in reasonable detail; or (c) if Giftagram materially violates any other provision of this Agreement and fails to cure the violation within 30 days of written notice describing the violation in reasonable detail.
(3) Termination by Giftagram. Giftagram may terminate this Agreement before the end of the Term: (a) on 30 days' written notice if Client is overdue on the payment of any amount due under this Agreement; (b) if Client materially violates any other provision of this Agreement and fails to cure the violation within 10 days of written notice describing the violation in reasonable detail; (c) on at least 90 days' notice if Giftagram is threatened with a legal claim for copyright or patent infringement related to the provision of the Service and is unable to modify the Service in a way that avoids ongoing risk of liability; or (d) immediately on written notice if Client becomes insolvent or bankrupt within the meaning of the Bankruptcy and Insolvency Act (Canada) or Title 11 of the US Bankruptcy Code.
(4) Suspension of Service. Giftagram may suspend the Service without liability if: (a) Giftagram reasonably believes that the Service is being used in violation of this Agreement or applicable law; (b) Client is in breach of any material term of this Agreement, including failure to pay invoiced amounts in full within 30 days of the Due Date; or (c) Giftagram is requested to do so by any law enforcement or governmental agency. Giftagram will use commercially reasonable efforts to give Client advance written notice of a suspension unless directed otherwise by a law enforcement or governmental agency, or unless suspension without notice is necessary to protect Giftagram or its other clients. A suspension under this subsection is not a breach of this Agreement by Giftagram.
5. Fees, Invoicing and Payment
(1) Fees, Payment and Dispute. Fees for Giftagram’s Service will be specified in the Order or Renewal Form and will be invoiced to Client. Payments will be made within 30 days of the invoice date, unless stated otherwise in writing. If Client wishes to dispute an amount that has been invoiced by Giftagram, it will nonetheless make payment on the Due Date to Giftagram as invoiced. If it is determined that the invoiced amount was excessive, any payment by Client in excess of the amount Giftagram is entitled to, will be refunded to the Client.
(2) Additional Fees. Client will also be responsible to Giftagram for all fees and charges associated with any additional Service or incremental costs incurred by Giftagram in providing the Service caused by Client’s failure to: (a) provide accurate Data in a prescribed format; (b) perform any of its obligations under this Agreement; or (c) provide Data at the time required for processing.
(3) Payment Method. If the Client pays any fees by wire transfer, Giftagram will provide account details including, bank name, address, account number, transit number and institution number, or any other relevant information that will ensure the successful completion of the wire transfer. If Client pays any fees by credit card, Client expressly authorizes Giftagram or its agents to charge all fees, charges and expenses incurred under this Agreement to such card, and such authorization will survive termination of this Agreement until there are no fees, charges or expenses owing by Client under this Agreement.
(4) Taxes. Client acknowledges that all applicable taxes, duties or government levies whatsoever are not included in the fees and expenses charged under this Agreement.
(5) Shipping rates for gifts are considered a pass-through cost to the client and may vary depending on the product type, destination, and weight. Shipping rates are subject to change based on the rates provided by our shipping carriers.
6. Giftagram’s Responsibilities, Representations and Warranties
(1) Agreements. In the performance of Service, Giftagram agrees to:
(a) perform the Service defined within each Order or Renewal Form to the best of its ability and with the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;
(b) liase with Client through Client’s coordinator on matters related to the Service;
(c) notify Client, whenever practicable, if expenses beyond the defined charges within a Order or Renewal Form may be incurred;
(d) invoice Client according to the terms of this Agreement and the applicable Order or Renewal Form for the Service performed; and
(e) subject to Section 8(3), proceed according to Client’s reasonable instructions for the disposition of Client’s Data and supplies on the termination of any Order or Renewal Form.
(2) Reasonable Attempts to Correct Errors on Notice. Giftagram warrants that it will, at its own expense, make commercially reasonable attempts to correct any errors for which Giftagram is directly and solely responsible by rerunning the Service, provided that the Data necessary to correct such errors is available to Giftagram; or, at Giftagram’s option provide a credit to Client equivalent to the charge that would have been applicable for correcting that portion of the Service that is in error, such credit will be only for errors due solely to malfunction of a system or Software provided by Giftagram or any error made by Giftagram’s personnel in the performance of the Service. To obtain the rerun Service or the credit, Client must notify Giftagram in writing of such errors within thirty (30) days of receipt of the Service believed to contain the errors.
7. Client's Responsibilities, Representations and Warranties
(1) Agreements. Client agrees to: (a) provide all necessary Data, forms, materials, and information to Giftagram on schedule to enable Giftagram to provide the Service; (b) ensure the accuracy and completeness of all Data supplied to Giftagram and be solely responsible for the results obtained from Client's use of the Service; (c) liaise with Giftagram through a designated coordinator authorized to make decisions on behalf of Client in relation to this Agreement and the Service; (d) comply with Giftagram's reasonable security and operating procedures when Client's employees or agents interface with Giftagram systems; (e) control, and be responsible for the use of, account information, user IDs, and passwords related to the Service; (f) restrict its employees and agents from interfering with or making unauthorized use of Software and equipment owned by, in the possession of, or under the control of Giftagram; and (g) perform any other Client activities defined in this Agreement or an Order Form or Renewal Form.
(2) Client Representations. Client represents and warrants that: (a) if Client is an individual, they have reached the age of majority in their jurisdiction and have the legal capacity to enter into this Agreement; (b) if Client is not an individual, it has the power, capacity, and authority to enter into this Agreement and this Agreement is enforceable in accordance with its terms; (c) the information Client has provided for the purpose of establishing an account with Giftagram is accurate; and (d) Client has complied with and will continue to comply with all applicable privacy laws, and has obtained and will continue to obtain all requisite consents, in connection with the collection, use, and disclosure of all Personal Information and other Data that Client provides to Giftagram or that is collected or maintained in connection with the Service.
8. Data and Privacy
(1) Ownership and Security of Client Data. All Data supplied by Client in connection with the Service remains Client's exclusive property. All supplied Data must be compatible with Giftagram's systems and, where applicable, in the format Giftagram reasonably prescribes. Giftagram is not responsible for the security or integrity of Client's Data during transmission via public telecommunications facilities, including the Internet. Giftagram recommends that Client maintain its own backups of Data supplied to Giftagram.
(2) Privacy Laws. Each party is responsible for complying with the obligations applying to it under applicable data protection and personal information protection laws ("Privacy Laws") in connection with the Data. Client is responsible for providing any required notices to, and obtaining any required consents from, individuals whose Personal Information Client provides to Giftagram.
(3) Handling of Data. Giftagram retains recipient Personal Information for as long as reasonably necessary to provide the Service, follow Client instructions, maintain accurate business and transaction records, and comply with legal, tax, accounting, fraud-prevention, audit, dispute-resolution, security, and regulatory obligations. Giftagram aims to anonymize or delete such information when it is no longer reasonably required for these purposes, generally within approximately one year of the relevant delivery or service need. Address anonymization shall not include the recipient's state or province and ZIP or postal code, gift, or other information maintained for client tracking, reporting, or compliance purposes.
(4) Privacy Notice. Giftagram's collection, use, disclosure, and retention of Personal Information in connection with the Service is further described in Giftagram's Product & Platform Privacy Notice, as updated from time to time and available on Giftagram's website.
(5) Safeguards. Giftagram maintains commercially reasonable administrative, technical, and physical safeguards appropriate to the nature, scale, and risk profile of the Service and designed to protect Personal Information and Client Data against unauthorized access, use, or disclosure.
(6) Aggregated and De-Identified Data. Giftagram may create, use, and retain aggregated, de-identified, or anonymized data derived from the Service for analytics, reporting, benchmarking, and service improvement, provided such data does not identify Client or any individual.
(7) Accuracy of Data Provided by Giftagram. Any Data which Giftagram provides under this Agreement is compiled from sources Giftagram considers reliable; however, Giftagram does not represent or warrant the accuracy, completeness, or usefulness of such Data.
9. Software and Intellectual Property Rights
(1) Ownership. All Intellectual Property Rights, including any Software, owned by a party, its licensors, or subcontractors as at the effective date of this Agreement continue to be owned by such party, its licensors, or subcontractors, and, except as expressly provided in this Agreement, the other party does not acquire any right, title, or interest in such Intellectual Property Rights. Giftagram owns all right, title, and interest in and to any materials created or developed by Giftagram or its subcontractors for its internal use or for assisting in the provision of the Service. Client owns all right, title, and interest in and to any Intellectual Property Rights in work product created or developed exclusively for Client under this Agreement, if fully paid for by Client.
(2) License of Client Intellectual Property. Client grants to Giftagram, solely for the provision of the Service, a license during the Term to use any Intellectual Property Rights, including Software, owned by or licensed to Client that is necessary for providing the Service. Client represents and warrants that: (a) it is the owner of such Intellectual Property Rights or Software or is authorized by the owner to include it under this Agreement; and (b) Giftagram has the right during the Term to use such Intellectual Property Rights and Software for the purpose of providing the Service.
(3) No Assurance of Compatibility. Giftagram makes no representation, warranty, or assurance that Client's equipment and software will be compatible with Giftagram's equipment, Software, systems, or the Service.
10. Confidentiality
(1) Neither party will use the other party's Confidential Information except in connection with the performance of this Agreement or the exercise of its rights under this Agreement, and each party will take commercially reasonable precautions to maintain the confidentiality of the other party's Confidential Information and to prevent its unauthorized disclosure.
(2) Each party will disclose the other party's Confidential Information only to those of its employees, agents, and subcontractors who have a need to know and require access to such Confidential Information in the exercise of that party's rights and performance of its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, Giftagram may use or license without restriction any general ideas, concepts, know-how, or techniques related to information processing developed by Giftagram in the performance of the Service, provided they do not incorporate Client's Confidential Information.
(3) Notwithstanding the foregoing, Giftagram may: (a) monitor Client's use of the Service; (b) report to the appropriate authorities any conduct by Client (or Client's customers or end users) that Giftagram reasonably believes violates applicable law; and (c) provide any information, including Confidential Information, required by law or regulation to be disclosed, or in response to a formal or informal request from a law enforcement or government agency.
(4) Giftagram may identify Client as a customer, including use of Client's name and logo in customer lists and marketing materials, and will cease such use promptly upon Client's written request.
11. Warranty Disclaimer
Except as expressly set out in this Agreement, the Service is provided "as is," and Giftagram disclaims all other representations, warranties, and conditions, whether express, implied, statutory, or otherwise, including implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by applicable law. Giftagram does not warrant that the Service will be uninterrupted or error-free.
12. Limitation of Liability
(1) Exclusion of Certain Damages. To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of revenue, anticipated profits, business, goodwill, or data, arising out of or related to this Agreement, even if advised of the possibility of such damages.
(2) Liability Cap. To the maximum extent permitted by applicable law, each party's total aggregate liability arising out of or related to this Agreement will not exceed the total fees paid or payable by Client to Giftagram under this Agreement in the 12 months immediately preceding the event giving rise to the claim.
(3) Exceptions. The limitations in this Section 12 do not apply to: (a) Client's payment obligations under this Agreement; (b) a party's indemnification obligations under Section 13; (c) a party's breach of Section 10 (Confidentiality); or (d) a party's fraud, gross negligence, or willful misconduct.
13. Indemnities
(1) Client Indemnity. Client will indemnify and hold harmless Giftagram, its affiliates, and their respective shareholders, directors, officers, agents, and employees from and against any costs, losses, claims, damages, judgments, penalties, liabilities, and expenses (including reasonable legal fees) arising out of or resulting from: (a) action taken or permitted to be taken by Giftagram in good faith in reliance on instructions received from Client; (b) actual or alleged use of the Service in violation of this Agreement or applicable law by any person, except for unauthorized use that is a direct result of Giftagram's negligence or failure to perform its obligations under this Agreement; (c) actual or alleged breach by Client of any of its obligations to its own customers or end users; (d) any dispute between persons claiming authority to act for Client in connection with Client's account; and (e) breach of any representation, warranty, or covenant made by Client under this Agreement, including Client's privacy compliance obligations under Section 7(2)(d).
(2) Giftagram Indemnity. Giftagram will indemnify and hold harmless Client, its affiliates, and their respective shareholders, directors, officers, agents, and employees from and against any costs, losses, claims, damages, judgments, penalties, liabilities, and expenses (including reasonable legal fees) arising out of or resulting from: (a) action taken or permitted to be taken by Client in good faith in reliance on instructions received from Giftagram; and (b) a third-party claim that the Service, as provided by Giftagram and used in accordance with this Agreement, infringes such third party's copyright, trademark, or trade secret rights, provided that Giftagram may, at its option, modify the Service to be non-infringing, procure the right for Client to continue using the Service, or terminate the affected Service and refund any prepaid unused fees. Giftagram has no obligation under this Section 13(2)(b) for claims arising from Client Data, Client's instructions, combination of the Service with items not provided by Giftagram, or use of the Service in violation of this Agreement.
(3) Procedure. The indemnified party must promptly notify the indemnifying party in writing of any claim, allow the indemnifying party to control the defense and settlement of the claim, and provide reasonable cooperation at the indemnifying party's expense
14. Notices
(1) Any notice or demand under this Agreement must be in writing and may be delivered personally, by email, or by first-class prepaid mail. Notices to Giftagram will be sent to:
Giftagram Inc.
487 Adelaide St. W., Suite 203
Toronto, ON M5V 1T4, Canada
legal@giftagram.com
Notices to Client will be sent to the address or email specified in the Order Form or Renewal Form.
(2) Notices delivered in person or by email are effective on the date of delivery. Notices sent by mail are effective on the third business day following the postmark date, unless there is an interruption in postal service between mailing and deemed effectiveness, in which case the notice is effective when actually received. In the event of a postal strike or lockout, notices must be delivered personally or by email.
15. Dispute Resolution
Except as otherwise provided in this Part 14, all disputes, controversies, claims or disagreements arising out of or relating to this Agreement that cannot be resolved independently between the parties within thirty (30) days (singularly, a “Dispute” and collectively, “Disputes”), will be settled by arbitration as follows: (1) such Dispute may be submitted to arbitration by either party giving written notice to the other party that the party giving the notice has elected to have the Dispute submitted to arbitration. Any arbitrator nominated or selected will be independent of each of the parties to the Dispute; (2) it is the intention of the parties that the arbitration will be conducted, and that the determination or award of the arbitrator be made and communicated in writing to the parties, as expeditiously as possible and this will be reflected in choice of and directions given to and by the arbitrator. The arbitrator will conduct the arbitration of the dispute as expeditiously as reasonably possible and will provide written reasons for his or her decision. The decision of the arbitrator duly appointed pursuant to this Part 14 will be final and binding upon the parties hereto. Notwithstanding anything contained in this Part 14, each of the parties hereto will be entitled to (i) commence legal proceedings seeking such equitable, mandatory, declaratory or injunctive relief as may be necessary to define or protect the rights and enforce the obligations contained herein pending the settlement of a Dispute, (ii) commence legal proceedings involving the enforcement of an arbitration decision or award arising out of this Agreement, or (iii) join any arbitration proceeding arising out of this Agreement with any other arbitration proceeding arising out of this Agreement.
16. General
(1) Force Majeure. Neither party is responsible for any failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control (including fire, flood, earthquake, elements of nature or acts of God, civil disorder, or similar force majeure events), provided that the affected party uses reasonable efforts to perform its obligations and makes reasonable attempts to notify the other party in writing within five business days of its inability to fulfill its obligations.
(2) Assignment. Client may not assign this Agreement or any right or obligation under it without the prior written consent of Giftagram. Giftagram may assign this Agreement, in whole or in part, without the consent of Client, including in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement enures to the benefit of, and is binding upon, the parties and their respective successors and permitted assigns.
(3) Entire Agreement; Amendment; Waiver. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements, understandings, letters of intent, negotiations, and discussions, whether oral or written. This Agreement may be amended or modified only in writing executed by the parties. No delay or omission by a party in exercising any right or power under this Agreement will impair that right or power or be construed as a waiver of any succeeding breach. All waivers must be in writing and signed by the waiving party.
(4) Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions will not be affected, and each provision will remain valid and enforceable to the extent permitted by law.
(5) Survival. Sections 8(2), 8(3), 10, 11, 12, and 13, and any other provisions that by their nature should survive, will survive the termination of this Agreement for any reason.
(6) Counterparts. This Agreement may be executed in one or more counterparts, including by electronic transmission, each of which is deemed an original and all of which together constitute one agreement.
17. Applicable Law
This Agreement is governed by the applicable provincial, state, and federal laws. For matters arising in the United States, this Agreement is governed by the laws of the State of New York, without regard to conflict of laws principles. For matters arising in Canada, this Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.