Merchant Agreement

Last updated: April 8, 2026

This Merchant Agreement ("Agreement") is entered into between First Class Services LLC, a Wyoming limited liability company doing business as all.gift ("Platform"), and the business entity or individual registering as a Merchant ("Merchant," "you," or "your").

1. Services Provided

The Platform provides Merchants with tools to create branded digital gift cards, a hosted storefront for gift card sales, gift card management and redemption tracking, and payment processing through Stripe Connect.

2. Merchant Obligations

As a Merchant, you agree to:

• Provide accurate and truthful business information during registration.
• Verify your email address before your storefront becomes active.
• Honor all gift cards sold through the Platform at their full face value.
• Maintain sufficient capacity to fulfill gift card redemptions.
• Not use the Platform for fraudulent, illegal, or deceptive purposes.
• Comply with all applicable federal, state, and local laws regarding gift cards, including the CARD Act and applicable state gift card laws.

3. Transaction Fees

The Platform charges the following fees on gift card sales:

• Starter (Free plan): 4.9% + $0.30 per transaction
• Business plan ($29/month): 2.9% + $0.30 per transaction
• Enterprise plan ($99/month): 1.9% + $0.30 per transaction

Transaction fees are automatically deducted from each gift card sale before funds are deposited to the Merchant's connected bank account. Fees are non-refundable.

4. Payment Processing

• All payments are processed through Stripe Connect. By using the Platform, you agree to Stripe's Connected Account Agreement.
• You must connect a valid bank account through Stripe to receive payments.
• When a Customer purchases a gift card, the payment is split automatically: the Merchant receives the gift card amount minus the Platform fee, and the Platform retains the fee.
• Funds are typically deposited to your bank account within 2-3 business days of the transaction.
• The Platform is not responsible for delays caused by Stripe, banks, or payment networks.

5. Deposits and Funds

• Gift card sales proceeds are held by Stripe until deposited to your connected bank account.
• The Platform does not hold Merchant funds. All funds flow through Stripe's infrastructure.
• In the event of chargebacks or disputes, the Merchant is responsible for the chargeback amount plus any fees assessed by Stripe.
• The Platform reserves the right to withhold funds if fraudulent activity is suspected, pending investigation.

6. Gift Card Obligations

• Gift cards issued through the Platform are the Merchant's obligation. The Merchant is solely responsible for honoring gift card redemptions.
• Gift cards shall not expire unless permitted by applicable law. Under federal law (Credit CARD Act of 2009), gift cards cannot expire for at least 5 years from the date of issuance.
• Inactivity fees may not be charged for at least 12 months after the last activity, and only if clearly disclosed.
• Merchants must maintain the ability to check gift card balances at no charge.
• If a Merchant ceases operations, they must make reasonable efforts to notify gift card holders and arrange for redemption or refund of outstanding balances.

7. Refunds and Disputes

• The Merchant determines their own refund policy for gift cards. However, Merchants must comply with applicable consumer protection laws.
• The Platform is not a party to disputes between Merchants and Customers. However, the Platform may intervene if a Merchant engages in fraudulent or deceptive practices.
• Excessive chargebacks or disputes may result in account suspension or termination.

8. Subscription Plans

Subscription fees are billed monthly in advance. You may upgrade or downgrade your plan at any time. Downgrades take effect at the end of the current billing period. Subscription fees are non-refundable for partial months.

9. Branding and Content

• Merchants are responsible for ensuring they have the right to use all logos, images, and content uploaded to the Platform.
• The Platform reserves the right to reject or remove content that is offensive, misleading, infringes intellectual property, or violates these terms.
• Store names (subdomains) must comply with the Platform's naming policy. Names containing profanity, hate speech, or misleading terms will be rejected.

10. Account Termination

• Either party may terminate this Agreement at any time with 30 days written notice.
• The Platform may suspend or terminate Merchant accounts immediately for violation of this Agreement, fraudulent activity, or excessive chargebacks.
• Upon termination, the Merchant remains responsible for all outstanding gift card obligations. Unredeemed gift card balances remain the Merchant's liability.
• Any remaining funds in the Merchant's Stripe account will be deposited according to Stripe's payout schedule.

11. Data and Privacy

The Platform collects and processes data as described in our Privacy Policy. Merchants agree that transaction data, including Customer information, may be used for Platform operations, fraud prevention, and analytics.

12. Limitation of Liability

The Platform's total liability under this Agreement shall not exceed the total fees paid by the Merchant in the 12 months preceding the claim. The Platform is not liable for any indirect, consequential, or punitive damages.

13. Governing Law and Disputes

This Agreement is governed by the laws of the State of Texas. Any disputes shall first be resolved through good-faith negotiation, followed by binding arbitration in Collin County, Texas, if necessary.

14. Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties. No oral agreements or representations shall modify these terms.