Merchant Agreement

Last updated: May 22, 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 ($9/month): 3.5% + $0.30 per transaction
• Enterprise plan ($19/month): 3.5% + $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. Point of Sale (POS) Use

If you use the all.gift Point of Sale (POS) feature for in-person sales, the following terms apply in addition to the rest of this Agreement.

14.1 What the POS does

The POS is a browser-based terminal that lets you take in-person payments, record cash and non-card transactions, manage product catalogs, run sessions (open/close day with cash reconciliation), process refunds against past sales, and view a sales journal. We do not sell, supply, or warrant POS hardware (tablets, phones, scanners, printers, cash drawers).

14.2 Cash and non-card transactions

• You operate the cash drawer. Counting opening cash, end-of-day cash, drawer variance, theft, loss, or discrepancies between expected and counted cash are entirely your responsibility.
• The Open/Close Day session feature is a bookkeeping aid — it records the numbers you enter and computes expected vs. counted cash. It does not audit, insure, or reimburse cash differences.
• For non-card payment methods (cash, gift card redemption, PayPal, Venmo, "other"), you are responsible for confirming receipt of payment outside the POS before completing the sale.

14.3 Card payments through the POS

• Card payments accepted through the POS are processed via your connected Stripe account under the same terms as Section 4 and Section 5 of this Agreement.
• Chargebacks on card transactions originated through the POS remain your responsibility, including any fees Stripe assesses.
• The POS itself is software only. It does not certify any specific card-present hardware or PCI-PIN environment. If you process card-present transactions, you are responsible for any PCI-DSS obligations applicable to your setup.

14.4 Refunds through the POS

• The POS provides a refund tool that lets you look up a past receipt (by order number, scanned barcode, or recent sales list), select items to refund, and record the refund method. The refund decision, amount, and method are yours; we facilitate the transaction record.
• For card refunds, the actual return of funds to the customer is handled by Stripe and follows their timing.
• For cash and other non-card refunds, you are responsible for physically returning the funds and the integrity of the refund.
• Refunds reduce your sales totals and may affect your subscription plan limits or platform fees as described in Section 3.

14.5 Receipts and customer data

• POS receipts may include item names, totals, your business name, an order number, and a scannable barcode used for refund lookup. The receipt format is provided as a convenience and does not constitute a tax invoice or other legally regulated document; you are responsible for ensuring receipts meet any local requirements that apply to your business.
• If a customer chooses to receive their receipt by email, we send the email on your behalf. The customer's email address is processed for delivery and stored with the order.
• You decide what additional customer data (if any) to capture during a POS sale. You are responsible for any consent, notice, or data minimization requirements that apply in your jurisdiction.

14.6 Walk-in customers

Many POS sales are anonymous walk-in transactions with no captured email or buyer details. You are responsible for any local consumer-protection notices, return-policy disclosures, and tax-receipt obligations that apply to in-person sales — including posting return policies, displaying tax-inclusive or tax-exclusive pricing as required, and providing receipts on request.

14.7 Sales journal and reporting

• The Sales Journal, hourly heatmap, monthly calendar, and Z-report features are bookkeeping aids. They are not a substitute for accounting software, audited financials, or tax-compliant records.
• You should reconcile POS totals against your own books and verify them before relying on them for tax filings or financial reporting.
• Exported CSVs reflect data at the time of export and may not include subsequent edits, refunds, or corrections.

14.8 Hardware, connectivity, and offline

• The POS runs in your web browser. It depends on a stable internet connection. Loss of connectivity during a sale may interrupt the transaction; recovery may require manual re-entry.
• The POS does not currently include a built-in offline mode. You are responsible for having a contingency plan (manual receipts, separate card terminal, etc.) for periods when service is unavailable.
• Barcode scanning is performed using the device camera; we do not store scanned codes other than as part of the resulting transaction record.

14.9 Currencies, taxes, and pricing

• You set your store currency and tax rate in POS Settings. Calculation, collection, and remittance of sales tax, VAT, GST, or any other transaction-based tax is entirely your responsibility — see also Section 2.
• Product prices, discounts, and tax-inclusive vs. tax-exclusive display are configured by you and are your responsibility.

14.10 POS-specific acceptable use

• You may not use the POS to process transactions for goods or services prohibited by Section 7, by Stripe's Restricted Businesses list, or by applicable law.
• You may not use the POS to obscure the identity of a transaction (for example, miscoding the merchant category or running transactions on behalf of an unrelated third party).
• Repeated chargebacks, refund-rate anomalies, or pattern-of-use indicators above industry-standard ratios may trigger account review and, at our discretion, suspension of POS access pending investigation.

14.11 Service availability

The POS is provided on a best-effort basis. We aim for high availability but do not commit to a specific uptime service-level agreement. We may perform maintenance with or without prior notice, and we are not liable for sales lost during downtime, scheduled or otherwise.

14.12 Termination of POS access

If your account is suspended or terminated under Section 10, your POS access ends at the same time. Historical sales data, refund records, and journal entries remain available through normal data export channels for the period required by Section 11 and applicable law.

15. 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.