Master Services Agreement
This Master Services Agreement (this “Agreement”) is published by PerkUp, Inc., a Delaware corporation with a place of business at 651 North Broad Street, Suite 206, Middletown, Delaware 19709 (“PerkUp”), and governs the Services PerkUp provides to the customer identified on an Order Form that references or links to this Agreement (“Customer”). By executing such an Order Form, Customer accepts this Agreement as published at that time and as amended from time to time under Section 20.2. This Agreement takes effect on the date the first such Order Form is executed by both parties (the “Effective Date”).
This Agreement consists of this document, its Exhibits, each executed Order Form, and the Data Terms (defined in Section 15), and is published by PerkUp at https://perkupapp.com/legal/msa and incorporated into each Order Form by the link in that Order Form. Purchase order numbers are for administrative purposes only. No additional or different terms in any purchase order, vendor form, portal, or click-through document issued or required by Customer have any force or effect, whenever signed and whether or not PerkUp objects to them, unless the document expressly states that it amends this Agreement and is signed by both parties. This paragraph does not affect the Data Terms, the Exhibits, or the rates, prices, and parameters this Agreement states are published in the Platform.
1. Definitions
“Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than 50% of the voting interests.
“Authorized User” means an individual — including an employee or contractor of Customer or its Affiliates, or a third-party agent permitted under Section 2.5 — whom Customer authorizes to access and use the Platform under Customer’s accounts.
“Bulk Spend Commitment”, “Commitment Period” and “True-Up” have the meanings given in Section 6.
“Bulk Swag Order” means an Order for Custom Goods built as a quote-based cart from PerkUp’s managed bulk swag catalog and produced in one or more production runs subject to Proof approval under Section 4.2. Bulk Swag Orders are subject to the minimum order quantities and minimum order values published in the Platform from time to time. Every Order for the production of Custom Goods is either a Bulk Swag Order or an On Demand Order; the classification follows the catalog and production method stated in these definitions, regardless of the quantity ordered.
“Business Day” means a weekday other than a U.S. federal holiday.
“Custom Goods” means Goods that are decorated, branded, printed, kitted, assembled, or otherwise produced or configured to Customer’s specifications, including all production runs under Bulk Swag Orders and all Goods produced under On Demand Orders.
“Customer Data” means all data and information provided or made available to PerkUp by or on behalf of Customer, its Affiliates and their respective users (including personal data of their employees and gift recipients).
“Customer Materials” means content, artwork, logos, marks, designs, text, or specifications provided by or on behalf of Customer.
“Data Terms” has the meaning given in Section 15.1.
“Fees” means the amounts payable to PerkUp under this Agreement, including Platform Fees, Optional Service fees, fees for Goods and Fulfillment Services, warehousing and receiving fees, shipping and landed-cost charges, and True-Up amounts.
“Goods” means physical merchandise, kits, gift items, and related physical products ordered through the Platform.
“Inventory” means Customer-owned Goods and other Customer-owned items held at PerkUp-Designated Facilities.
“Inventory Transfer Window” has the meaning given in Section 7.4.
“Logistics Provider” and “PerkUp-Designated Facility” have the meanings given in Section 7.1.
“On Demand Order” means an Order for Custom Goods produced for that Order by a print-on-demand supplier from PerkUp’s one-unit (On Demand) catalog, using the ordered item’s design as it exists in the Platform at the time of production (see Section 4.2). On Demand Orders may be placed in any quantity from a single unit and carry no minimum order quantity; quantity does not change an Order’s classification, and a multi-unit On Demand Order remains an On Demand Order.
“Order” means an order for Goods or Fulfillment Services placed or approved through the Platform by a person using Customer’s account or by an agent or integration authorized under Section 2.5.
“Order Form” means an ordering document executed by both parties that references or links to this Agreement and states the commercial terms of Customer’s subscription (including Platform Fees, Optional Services, any Bulk Spend Commitment, the Initial Service Term, and Customer’s initial billing email address for invoices, thereafter maintained in the Platform per Section 5.2).
“Platform” means PerkUp’s hosted software platform, including its swag stores, reward and recognition features, ordering, inventory, and reporting surfaces, and related applications and documentation.
“Platform Fees” means the recurring subscription fees for access to the Platform as set out in the Order Form (whether priced flat, per employee per month, or as otherwise stated there).
“Prohibited Items” and “Restricted Items” have the meanings given in Section 7.9.
“Proof” means a digital pre-production proof or mockup of Custom Goods uploaded to the Platform for Customer approval.
“Services” means, collectively, the Platform Services, Fulfillment Services, and any Optional Services (each defined in Section 3).
“Term”, “Initial Service Term” and “Renewal Term” have the meanings given in Section 10.1.
2. The platform; accounts; acceptable use
2.1 Access. Subject to this Agreement, PerkUp grants Customer a non-exclusive, non-transferable right during the Term for Customer, its Affiliates, and their Authorized Users to access and use the Platform for Customer’s internal business purposes, including sending Goods, gift cards, and rewards to employees and other recipients Customer designates.
2.2 Restrictions. Customer will not, directly or indirectly: reverse engineer, decompile, or otherwise attempt to discover the source code or underlying structure of the Platform or any related software (“Software”); modify or create derivative works of the Platform or Software (except as expressly permitted within the Platform); resell the Services or use them for the benefit of a third party other than Customer’s Affiliates, its designated recipients, and agents acting on Customer’s behalf under Section 2.5; remove proprietary notices; or use the Services or Software in violation of U.S. export control or sanctions laws. The Software and documentation are “commercial items” as defined in FAR 2.101, and use by the U.S. Government is governed solely by this Agreement.
2.3 Accounts and Security. Customer is responsible for its accounts and credentials, for maintaining the security of the equipment and systems it uses to access the Platform, and for all activity under its accounts, with or without its knowledge — except to the extent the activity results from PerkUp’s breach of its security obligations under Section 15 or the Data Terms. Actions taken through Customer’s accounts — including Orders placed or approved, automated or recurring sends Customer configures, and actions initiated through integrations or APIs Customer enables — are authorized by Customer and bind Customer, as further provided in Section 2.5. If Customer reports an Order as unauthorized in good faith, promptly, and with reasonable supporting detail (an Order placed with a compromised credential, or by a person with no authority to transact for Customer), and PerkUp receives the report before production or fulfillment begins, the Order is canceled without charge beyond costs actually incurred, and amounts paid for it are re-credited to Customer’s prepaid balance or, at Customer’s written request, refunded per Section 9.1. Every other Order placed or approved through Customer’s accounts remains binding.
2.4 Acceptable Use. Customer will use the Services only in compliance with the Acceptable Use Policy attached as Exhibit C (the “AUP”) and all applicable laws. PerkUp has no obligation to monitor Customer’s use but may do so, and may suspend the specific use that violates the AUP or applicable law after written notice and ten (10) days to cure — or immediately where the use poses a security risk to the Services or violates applicable law.
2.5 Agent Authorization.
(a) Actions under Customer credentials. Authorized Users, and any human or software agent acting under Customer’s credentials, including automation tools and integrations Customer or its Authorized Users enable, act with the full authority of the Authorized User whose credentials are used. Every Order, approval, instruction, funding action, and configuration made through Customer’s credentials binds Customer, whether entered by a person or by software acting under that person’s credentials. Customer is responsible for credential hygiene — issuance, scoping, rotation, and revocation — and for all activity under its credentials until it notifies PerkUp in writing that a credential is compromised. Section 2.3 is unaffected.
(b) Customer-authorized agents. Customer may authorize third parties (for example, a procurement firm or gifting agency) to operate the Platform and transact on Customer’s behalf as Authorized Users. The acts of such an agent within the access Customer grants it are Customer’s acts, and Fees it incurs are Customer’s Fees. Section 2.2’s restriction on use for the benefit of a third party does not prohibit an agent’s use of the Services for Customer’s benefit under this Section.
(c) No agency of PerkUp. Nothing in this Section or this Agreement appoints PerkUp as Customer’s agent or fiduciary, except as expressly stated in this Agreement (for example, PerkUp’s customs-clearance arrangements and any importer-of-record role PerkUp expressly undertakes under Section 8.3). The parties remain independent contractors per Section 20.4.
3. Services
3.1 Platform Services. PerkUp will use commercially reasonable efforts to provide the Platform in accordance with Exhibit A (Platform Service Standards and Support) (the “Platform Services”). The features comprising the Platform Services are those made available in the Platform and described in the Platform documentation from time to time, together with any features identified on the Order Form.
3.2 Fulfillment Services. Where stated on the Order Form or ordered through the Platform, PerkUp will provide sourcing and production of Custom Goods, warehousing, inventory management, receiving, kitting, packaging, and fulfillment of Goods, with fulfillment status and reporting in the Platform (the “Fulfillment Services”), in accordance with Exhibit B (Service Standards).
3.3 Optional Services. Optional services listed on the Order Form (for example, SSO/SAML integration, HRIS or CRM integration, custom store domains, or white-label implementation) (“Optional Services”) are not enrolled at signing and are billed only from the date they are activated. Activation is visible in the Platform.
3.4 Support. PerkUp will provide technical support as described in Exhibit A. Where the Order Form includes a dedicated Customer Success Manager (“CSM”), the CSM provides training, swag recommendations, and pre-production review of Bulk Swag Orders; the CSM does not review On Demand Orders or operate the Platform on Customer’s behalf, and CSM input is advisory and does not relieve Customer of its review and approval responsibilities under Section 4.2. Customer operates the Platform — maintaining its catalog and collections, creating events, and placing and triggering Orders.
3.5 Affiliates. Customer’s Affiliates may use the Services and place Orders under this Agreement, directly or under their own Order Forms referencing this Agreement. Customer is responsible, and remains jointly liable, for its Affiliates’ use and payment obligations. Billing currency and invoiced entity are as stated on the applicable Order Form; unless stated otherwise, amounts are invoiced in U.S. dollars.
4. Orders and goods
4.1 Quotes and Order Acceptance. Standard catalog pricing is available in the Platform in real time; custom quotes are delivered through the Platform and are valid for the period stated with the quote. An Order is binding on Customer when Customer places or approves it in the Platform; proof review, artwork revisions, and holds do not suspend that commitment, and Customer’s cancellation rights are solely as stated in Section 4.4. PerkUp may decline or refuse an Order, with amounts re-credited per this Section. PerkUp may place an Order on hold for artwork-file, address-verification, security, or compliance review, and will notify Customer of the hold and its reason; if the issue is unresolved within thirty (30) days after PerkUp’s notice of the hold, PerkUp may cancel the Order and re-credit per this Section, less costs actually incurred. Each Order incorporates the pricing, quantities, fees, shipping, duties, and taxes itemized on the Platform receipt for that Order, and those per-Order amounts are fixed at the amounts quoted at checkout for that Order. Minimum order quantities, minimum order values, and cart validity periods are as published in the Platform and may vary by product and destination. If PerkUp does not accept an Order, or refuses an Order under this Agreement (including the AUP or Section 8.6), amounts paid for that Order are promptly re-credited to Customer’s prepaid balance or, at Customer’s written request, refunded per Section 9.1.
4.2 Proofs; Deemed Approval. For every Bulk Swag Order production run, PerkUp will upload a Proof, and no such production run will start without Customer’s approval, given in the Platform or deemed given under this Section. A Proof that Customer has not approved or rejected within ten (10) Business Days after it is uploaded is deemed approved, and production may begin, provided that during the review window either (a) the Platform sent reminder notices to Customer’s then-configured notification channels approximately five (5) Business Days and one (1) Business Day before the window closed, or (b) the pending Proof and its approval deadline were displayed to Customer in the Platform. Uploading a revised Proof restarts the window for the affected production. Deemed or express approval of a Proof constitutes Customer’s acceptance of the design, decoration, and specifications shown on it, but does not waive claims under Section 4.6 for deviations of the delivered Goods from the approved Proof. If a production run is deadlocked in proofing, Section 4.4(c) provides a cancellation path. On Demand Orders do not receive Proofs and have no approval step. Each is produced from the ordered item’s design as it exists in the Platform at the time of production, however that design was created, so design edits made before production are reflected in the produced Goods. PerkUp is not required to review artwork or designs for On Demand Orders, and Customer is responsible for the content and accuracy of those designs. PerkUp remains responsible under Section 4.6 for Goods that materially deviate from that design or are otherwise fulfilled inaccurately.
4.3 Payment Before Production; Title. Unless the Order Form grants invoice terms for Goods, all Fees for Custom Goods must be paid (by card, prepaid balance, or other method offered at checkout) before production begins. Production does not begin, and inventory is not reserved, until payment or approved invoice terms are in place. Title to Goods passes to Customer upon PerkUp’s receipt of payment in full (or, for Orders on invoice terms, upon the earliest of payment in full, receipt of the Goods into storage as Inventory at a PerkUp-Designated Facility, and tender of the Goods to the first carrier for outbound delivery — with the lien in Section 7.8 securing payment); risk of loss passes per Section 8.1.
4.4 Custom Goods Are Final Sale; Cancellation. Custom Goods are made for Customer and are final sale: they may not be returned, exchanged, or refunded except as provided in Section 4.6. Customer may cancel an Order for Custom Goods only before the Order is placed or approved in the Platform under Section 4.1; once that approval occurs, the Order may not be canceled, except that: (a) Orders timely reported as unauthorized are handled under Section 2.3; (b) if PerkUp does not accept, or refuses, the Order, amounts paid are re-credited or refunded under Section 4.1; and (c) if the parties have not agreed a Proof for a production run after five (5) rejection cycles, either party may cancel that run on written notice, and PerkUp is not required to produce further Proofs. A rejection counts for this purpose, and stops the review clock in Section 4.2, only if it identifies a specific, correctable deviation or requested change; a rejection that does not do so does not count, and the Proof remains subject to Section 4.2’s review window. If PerkUp cancels under clause (c), amounts already incurred for the run (including setup, design, sourcing, and materials committed) remain payable and the remainder of the amounts paid for the run is re-credited to Customer’s prepaid balance; if Customer cancels under clause (c) because PerkUp did not deliver a Proof conforming to the artwork and specifications submitted for the Order, all amounts paid for the run are re-credited to Customer’s prepaid balance; if Customer cancels under clause (c) in any other case, amounts already incurred for the run remain payable and the remainder of the amounts paid for the run is re-credited to Customer’s prepaid balance. Amounts already incurred for an Order canceled before approval (including custom sourcing, design, and sample work performed at Customer’s request) remain payable.
4.5 Order Fees. Orders may carry the fees itemized at checkout and on the Platform receipt, including setup fees, bundling/kitting fees, shipping, duties and taxes, custom fees quoted for the Order, and — where Customer pays an Order, or funds a prepaid balance, by credit card — a card-processing fee disclosed at checkout (or at funding). All such fees are displayed before Customer places the Order or funds the balance.
4.6 Nonconforming Goods; Sole Remedy. Customer selects the items in its catalog and bears their inherent quality and characteristics; pre-production samples are available for Customer to purchase. PerkUp’s quality obligation for Custom Goods is decoration and fulfillment per the approved Proof (or, for On Demand Orders, per the ordered item’s design in the Platform at the time of production (the “Production-Time Design”)), within commercially reasonable tolerances of the decoration method and materials (no Pantone or hex color matching). Product images, mockups, and renderings in the Platform are illustrative: PerkUp does not warrant that the colors, details, or dimensions of delivered Goods exactly match Platform images or mockups, and garment sizing may be approximate; such variances are not deviations from the approved Proof or Production-Time Design. Customer must report any claim that delivered Goods materially deviate from the approved Proof or Production-Time Design, or that an Order was fulfilled inaccurately, within thirty (30) days after delivery, with reasonable supporting detail (photos suffice). PerkUp will, at its option, reprint or replace the nonconforming units or credit their price to Customer’s account. This is Customer’s sole and exclusive remedy for nonconforming Goods, and no refunds are given beyond it. A credit issued under this Section becomes part of Customer’s prepaid balance and is usable and refundable under Section 9.1. Claims not reported within the window are waived.
4.7 Samples. Sample orders are available within the limits published in the Platform. Samples are billed at list price and are not included in onboarding. On Customer’s request, PerkUp will credit the sample spend for an item against Customer’s next Bulk Swag Order that includes that item (or its production run), where that Order totals at least $10,000.
4.8 Third-Party Fulfilled Items. Gift cards, marketplace goods, alcohol (per Section 7.9(c)), and similar items fulfilled by third parties are subject to the issuing merchant’s, issuer’s, or licensed vendor’s terms, and prices for such items are as displayed in the Platform. PerkUp passes gift-card value through at face value. Prepaid card programs are subject to the issuing bank’s requirements, including identity verification and spending controls.
4.9 Product Substitutions. If a product in an On Demand Order is out of stock or discontinued at the production supplier, PerkUp may fulfill the affected units with a comparable substitute of equal or better specification at no additional charge, and will notify Customer of the substitution; a conforming substitute is not a nonconformity under Section 4.6. Where PerkUp instead asks Customer how to proceed, or where a product in a Bulk Swag Order becomes unavailable at the production supplier before production begins, Customer may choose a comparable substitute of equal or better specification (with a revised Proof per Section 4.2, for Bulk Swag Orders) or a cancellation and re-credit of the affected units; if Customer does not respond within five (5) Business Days, PerkUp may proceed with the comparable substitute or cancel and re-credit the affected units. Unavailability under this Section is not a breach of this Agreement.
5. Fees and payment
5.1 Fees; the Platform Is the System of Record. Customer will pay the Fees stated in the Order Form and the per-Order amounts approved in the Platform. The Platform Fees on the Order Form cover Platform access and support only. Goods, production, shipping, warehousing, receiving, duties, and fulfillment are billed separately, per Order or per billing cycle, at the rates and prices quoted in and published in the PerkUp Platform. Platform Fees shall not increase during the Initial Service Term (where the Order Form prices Platform Fees on a per-unit metric, the rate per unit is what is fixed, and changes in the measured quantity are not an increase); warehousing fees, shipping rates, and prices for physical goods are not fixed by this Agreement and are governed by the rates and prices published in the PerkUp Platform. PerkUp will give Customer at least thirty (30) days’ advance notice, in writing or in the Platform, of any increase to warehousing rates or receiving fees. Prices for each Order are fixed at the amounts quoted at checkout for that Order per Sections 4.1 and 8.3. Itemized receipts, warehousing invoices, rate tables, and spend tracking are available to Customer in the Platform at all times.
5.2 Invoicing and Payment Terms. Where PerkUp bills by invoice, invoices are delivered by email to Customer’s then-current billing email address(es). The Order Form states Customer’s initial billing email address; thereafter, Customer maintains its current billing email address, billing entity details, and any additional invoice-notification recipients in the Platform’s billing settings, and those settings control. Delivery to the then-current address(es) maintained in the Platform (or, if none is maintained, to Customer’s notice contact on the Order Form) is effective invoice delivery; invoices are also available to Customer in the Platform. An invalid, unmonitored, or out-of-date billing address does not toll the due date. Full payment of each invoice is due within thirty (30) days after the invoice is delivered as provided above (or such other period stated on the Order Form). Customer is responsible for providing PerkUp with any purchase order number Customer requires on invoices, and the absence of a purchase order number shall not excuse or delay payment. Where Customer requires invoices to be submitted through a supplier or vendor portal, PerkUp will use reasonable efforts to do so, and any registration or transaction fees that portal charges are for Customer’s account; delivery of PerkUp’s invoice by email remains effective delivery for purposes of the due date. All payments shall be made in full, without deduction: bank charges, intermediary and wire-transfer fees, currency-conversion costs, and other payment-processing expenses are for Customer’s account, and PerkUp must receive the full invoiced amount. Warehousing and receiving fees are invoiced monthly, or debited from Customer’s prepaid balance, per the rates published in the Platform.
5.3 Late Payment; Suspension. Undisputed amounts not paid when due accrue a finance charge of 1.5% per month (or the maximum rate permitted by law, if lower) plus reasonable costs of collection. PerkUp may suspend the Services on ten (10) days’ written notice if undisputed amounts remain unpaid more than thirty (30) days past due, and may revoke invoice terms and require prepayment for accounts with repeated late payment. Upon the occurrence of an insolvency event described in Section 10.2, all accrued and unpaid amounts owed by Customer become immediately due and payable to the extent permitted by applicable law.
5.4 Billing Disputes. If Customer believes it has been billed incorrectly, Customer must notify PerkUp within ninety (90) days after delivery (per Section 5.2) of the first invoice or statement showing the error. A timely dispute of a recurring or systematic error preserves Customer’s claim for identical errors on prior invoices issued within the twelve (12) months preceding the notice. Verified billing errors are corrected by adjustment or credit — or refunded in cash where this Agreement has terminated or expired and the credit cannot be used. A good-faith billing dispute defers payment only of the portion of the invoice actually disputed.
5.5 Taxes. Customer is responsible for all applicable taxes, duties, and similar governmental assessments associated with the Services and Goods (other than taxes based on PerkUp’s net income). All payments shall be made free and clear of, and without deduction for, any withholding or similar taxes; if a deduction is required by law, Customer shall pay such additional amounts as are necessary so that PerkUp receives the full amount invoiced. Customer may self-assess and remit directly to the taxing authority where permitted by law. Cross-border duties and import taxes are handled under Section 8.3. Customer is solely responsible for the employment-tax and benefits-reporting treatment of rewards, gifts, and incentives it provides through the Services — including imputed income, withholding, and W-2 or equivalent reporting; PerkUp provides transaction reporting, not tax advice.
5.6 Refunds. Except as expressly stated in this Agreement (including Sections 4.6, 5.4, 9.1, and this Section), Fees are non-refundable. Amounts funded to a prepaid balance are governed by Section 9.1, including its refund right. If Customer terminates this Agreement under Section 10.2 for PerkUp’s uncured material breach, PerkUp will refund, pro rata, the prepaid but unused Platform Fees and Optional Service fees for the remainder of the then-current term. Other than as stated above, termination of this Agreement does not entitle Customer to a refund of Fees paid.
5.7 Renewal Pricing. PerkUp may increase Platform Fees and Optional Service fees for a Renewal Term by up to ten percent (10%) over the prior term’s fees, on written notice at least ninety (90) days before the Renewal Term begins. Absent that notice, PerkUp may increase those fees for that Renewal Term by no more than five percent (5%), on written notice at least thirty (30) days before the Renewal Term begins; no increase takes effect without prior written notice. This Section applies to Platform Fees and Optional Service fees only; prices for Goods, warehousing, receiving, and shipping remain governed by the Platform per Section 5.1.
5.8 Chargebacks. Customer will raise any dispute of a card charge under Section 5.4 before initiating a chargeback or other payment reversal. Initiating a chargeback of amounts properly due under this Agreement is a payment breach: PerkUp may recover the reversed amount and associated chargeback fees, set them off against Customer’s prepaid balance, remove the corresponding funds from the balance, and suspend per Section 5.3. Amounts PerkUp refunds under this Agreement are not also recoverable by chargeback.
6. Bulk Spend Commitment and true-up
6.1 The Commitment. Where the Order Form states a minimum bulk spend commitment (the “Bulk Spend Commitment”), Customer commits to that minimum aggregate spend on Bulk Swag Orders for each twelve (12) month period of the Term beginning on the Effective Date or an anniversary of the Effective Date (each, a “Commitment Period”). Bulk Spend Commitment attainment counts spend on Bulk Swag Order product, decoration, kitting, and packaging, and expressly excludes On Demand Orders, gift cards, shipping, freight, duties, and taxes. Attainment does not carry over between Commitment Periods. The PerkUp Platform displays Customer’s spend for reference; attainment against the Bulk Spend Commitment is calculated per this Section.
6.2 True-Up. If Customer’s qualifying spend in a Commitment Period is less than the Bulk Spend Commitment, Customer shall pay a “True-Up” equal to the difference, invoiced after the end of that Commitment Period and payable under Section 5. A True-Up is treated as a purchase of bulk swag product and/or kit components selected by Customer (or, absent selection within thirty (30) days of invoice, by PerkUp acting reasonably from Customer’s existing catalog, on written notice, valued at the per-unit prices published in the Platform), and Customer takes title to such product or components upon payment. True-Up product and components are, at Customer’s election, received into storage as Inventory under Section 7 (with storage billed per Section 7.3 unless waived) or shipped to Customer at Customer’s cost. Where a True-Up crystallizes on termination under Section 6.3, the removal deadline in Section 10.4(d) runs, for the goods purchased by that True-Up, from their receipt into storage rather than from the effective date of termination. The parties agree True-Up amounts are a purchase of goods and a reasonable pre-estimate of the bargained-for commitment, not a penalty.
6.3 Termination; Crystallization. If this Agreement terminates before the end of a Commitment Period, the True-Up is calculated as of the effective date of termination against the Bulk Spend Commitment pro-rated for the elapsed portion of that Commitment Period, and is due and payable upon termination; provided that, where PerkUp terminates for Customer’s uncured material breach under Section 10.2, the True-Up is calculated against the full (un-pro-rated) Bulk Spend Commitment for that Commitment Period per Section 10.3. No True-Up applies to the Commitment Period in which Customer terminates this Agreement for PerkUp’s uncured material breach under Section 10.2.
6.4 Pricing Conditioned on the Commitment. Any waived or discounted Platform Fees, warehousing fees, or Optional Service fees stated on the Order Form in consideration of the Bulk Spend Commitment are conditioned on the Commitment. If the Bulk Spend Commitment is reduced or removed by amendment, PerkUp’s then-standard fees apply prospectively.
7. Warehousing and inventory
7.1 Scope; Facilities; Subcontracting. Where Customer uses Fulfillment Services, PerkUp will receive, store, kit, and fulfill Inventory from PerkUp-Designated Facilities. A “PerkUp-Designated Facility” is a storage or fulfillment facility PerkUp designates for Customer Inventory, operated by a third-party logistics, warehousing, or fulfillment provider selected and managed by PerkUp (each such provider, a “Logistics Provider”) or, should PerkUp operate a facility directly in the future, by PerkUp. PerkUp may perform any of the Services through its Affiliates and subcontractors, including Logistics Providers, and remains responsible for its subcontractors’ performance of PerkUp’s obligations under this Agreement — except that liability for loss of or damage to Inventory is governed exclusively by Section 7.5. Customer buys Inventory through approved Bulk Swag Orders and owns it; PerkUp receives, stores, and ships it. PerkUp never purchases blanks or decorated goods on Customer’s behalf without an approved Order.
7.2 Receiving. Inbound shipments to PerkUp-Designated Facilities require an itemized manifest submitted in advance through the Platform. Prohibited Items may not be sent to PerkUp-Designated Facilities, and Restricted Items may be sent only with PerkUp’s prior written approval, all as provided in Section 7.9. Customer-arranged inbound shipments are subject to the one-time receiving fees published in the Platform and disclosed at submission, including fees for shipments that arrive before Customer has submitted its manifest. Receivings of Goods purchased through Bulk Swag Orders carry no receiving fees.
7.3 Storage Fees; Waiver. Storage fees are priced per package size, per unit, per month, at the rates published in the Platform, assessed on Customer’s units on hand as shown in the Platform’s inventory reporting, and are invoiced or debited monthly per Section 5.2. Where the Order Form waives warehousing fees (including in consideration of a Bulk Spend Commitment), the waiver applies to monthly storage charges for Customer’s account; a warehousing-fee waiver does not waive receiving fees, which remain payable as provided in Section 7.2 notwithstanding any warehousing-fee waiver.
7.4 Inventory Transfer Window. Where the Order Form states a Bulk Spend Commitment, items Customer owns as of the Effective Date and sends to a PerkUp-Designated Facility within sixty (60) days of the Effective Date, as evidenced by the carrier label or pickup creation date (the “Inventory Transfer Window”), are stored free of warehousing fees — whether stored standalone or as part of a PerkUp-assembled kit — for as long as that Bulk Spend Commitment remains in effect. Where the Order Form states no Bulk Spend Commitment, the rates in Section 7.3 apply to all items. PerkUp may extend the Inventory Transfer Window upon Customer’s reasonable written request. Items sent after the Inventory Transfer Window, whether stored standalone or as part of a PerkUp-assembled kit, are subject to the standard warehousing fees published in the Platform per Section 7.3. All transfers remain subject to the receiving requirements and fees in Section 7.2.
7.5 Inventory; Risk of Loss.
(a) Title; no bailment. Customer retains sole title to all Inventory at all times; PerkUp at no time takes title to Inventory, and PerkUp issues no warehouse receipt or other document of title acknowledging possession of it. PerkUp is not a warehouse, carrier, or bailee, holds no custody of Inventory, and does not currently operate storage facilities or handling equipment: storage, handling, and transportation of Inventory are performed by Logistics Providers and carriers, which PerkUp selects and manages using reasonable care; if PerkUp operates a PerkUp-Designated Facility directly in the future, this Section applies to that facility in the same way. Storage fees are solely for space and handling.
(b) Risk of loss. Except as provided in this Section, Inventory is stored, handled, and shipped at Customer’s sole risk, and Customer bears all risk of loss of, damage to, shrinkage of, or delay in Inventory, however caused — including loss arising from force majeure events, inherent vice, or Customer-supplied packaging, labeling, or data — provided that nothing in this Section limits PerkUp’s liability for loss or damage to the extent caused by PerkUp’s own gross negligence or willful misconduct, or for Inventory converted by PerkUp to its own use. Inventory is further subject to a shrinkage allowance customary in third-party fulfillment: discrepancies, loss, or damage discovered in storage or handling at PerkUp-Designated Facilities, up to one percent (1%) of Customer’s units on hand per facility, measured over each rolling twelve (12) months against received quantities as adjusted by cycle counts, are ordinary shrinkage, are not compensable, and do not trigger subsection (d); only loss or damage exceeding the allowance is addressed under subsection (d). This allowance does not apply to loss caused by PerkUp’s gross negligence or willful misconduct, or to Inventory converted to PerkUp’s own use. Goods in transit to or between PerkUp-Designated Facilities, on a leg arranged by PerkUp or by a production supplier shipping Goods purchased under an Order, are treated as Inventory under this Section.
(c) Pass-through remedy. If Inventory is lost, damaged, or destroyed while in the custody or control of a Logistics Provider or carrier, Customer’s sole and exclusive remedy against PerkUp is that PerkUp will (i) timely submit and reasonably pursue a claim against the responsible Logistics Provider or carrier (or, at PerkUp’s election, assign its claim rights to Customer and reasonably cooperate in Customer’s pursuit), and (ii) remit to Customer all amounts PerkUp actually recovers in respect of the affected Inventory, net of PerkUp’s reasonable out-of-pocket recovery costs.
(d) Cap on direct liability. Any direct liability of PerkUp for loss of or damage to Inventory will not exceed the least of: (i) Customer’s replacement cost for the affected units as evidenced by the original manufacturer or supplier invoice (and in no event resale or retail value); (ii) US $1.00 per pound of affected Inventory; and (iii) in the aggregate for all claims arising in any twelve (12) month period, the fees paid by Customer to PerkUp for warehousing, receiving, and fulfillment in the three (3) months preceding the first event giving rise to those claims. These limits do not apply to Inventory converted by PerkUp to its own use or to loss caused by PerkUp’s willful misconduct.
(e) Declared value. Upon Customer’s written request and PerkUp’s written confirmation, PerkUp will arrange increased-valuation coverage for identified Inventory at an additional charge based on the declared value recorded in the Platform, and PerkUp’s liability for that Inventory is increased to the confirmed declared value, notwithstanding subsections (c) and (d), and the shrinkage allowance in subsection (b) does not apply to Inventory with a confirmed declared value; amounts recovered and remitted under subsection (c) in respect of that Inventory are credited against that liability. This subsection does not make PerkUp liable for loss to the extent caused by inherent vice or by Customer-supplied packaging, labeling, or data. Declared-value coverage is available for Inventory in storage and for transit legs PerkUp arranges, including inbound production runs. A customs, catalog, or unit value shown in the Platform is not a declared value under this subsection absent PerkUp’s written confirmation.
(f) Insurance. Neither PerkUp nor its Logistics Providers insures Inventory for Customer’s benefit. Customer will maintain, at its own expense, property or cargo insurance (or a commercially reasonable program of self-insurance, in which case Customer itself waives recovery from PerkUp and its Logistics Providers for loss of or damage to Inventory to the same extent its insurers would under this subsection’s subrogation waiver, except for claims arising from gross negligence or willful misconduct) covering the full value of its Inventory in storage and in transit, and will cause its insurers to waive subrogation against PerkUp and its Logistics Providers except for claims arising from gross negligence or willful misconduct.
(g) Claims. Claims under this Section must be submitted in writing within sixty (60) days after the earlier of (i) the date the loss first appears in Customer’s inventory reporting in the Platform and (ii) the date PerkUp notifies Customer of the loss; any action must be commenced within nine (9) months after that date. Claims not timely submitted are waived.
(h) Exclusive remedy. This Section states PerkUp’s entire liability, and Customer’s sole and exclusive remedy, for loss of or damage to Inventory, notwithstanding any other provision of this Agreement (including Sections 12 and 13); its relationship to the cap in Section 13.2 is stated in Section 13.3. Risk of loss for outbound Goods tendered to a carrier for delivery passes under Section 8.1.
7.6 Inventory Records. Inventory levels, receiving status, low-stock alerts, and monthly warehousing invoices are available to Customer in the Platform.
7.7 Dormant Inventory. If Inventory has had no fulfillment activity for twelve (12) consecutive months, PerkUp may give Customer written notice identifying the dormant Inventory. If Customer has not, within sixty (60) days of notice, resumed activity or arranged removal, PerkUp may ship the Inventory to Customer or dispose of it, in each case at Customer’s cost, with storage fees accruing until removal or disposal. PerkUp will never forfeit or take ownership of Customer Inventory without the notice in this Section.
7.8 Lien. Customer grants PerkUp a lien on, and security interest in, all Inventory now or hereafter held at PerkUp-Designated Facilities (including after-acquired Inventory, and whether in the custody of PerkUp or a Logistics Provider), securing unpaid, undisputed Fees, and authorizes PerkUp to file such financing statements as are reasonably necessary to perfect that interest. PerkUp may direct a Logistics Provider to withhold release or shipment of Inventory until such amounts are paid, and such withholding is not a breach of this Agreement.
7.9 Prohibited and Restricted Items.
(a) Prohibited Items. “Prohibited Items” are the items PerkUp will not receive, store, or fulfill under any circumstances, as published in the Platform from time to time. They include firearms, ammunition, and explosives; flammable liquids and hazardous materials; damaged, recalled, or loose lithium cells and batteries; controlled substances; tobacco, nicotine, and vaping products; perishables requiring refrigeration; live plants and animals; counterfeit goods; and any item unlawful for PerkUp or its Logistics Providers to possess, store, or ship.
(b) Restricted Items. “Restricted Items” are the items PerkUp receives, stores, or fulfills only with its prior written approval, granted case by case, as published in the Platform from time to time. They include alcohol (handled under subsection (c)); shelf-stable food and other items not requiring refrigeration, which PerkUp does not monitor for expiry and may dispose of at Customer’s cost on written notice where reasonably deemed expired; high-value items, which PerkUp stores for no more than six (6) months, after which remaining items are handled under subsection (d); oversized and heavy items; electronics requiring activation, provisioning, or charging; age-restricted items; batteries and battery-containing goods; fragile and breakable items; and medical devices. An approval may be conditioned on a declared value and increased-valuation charge under Section 7.5(e), on packaging, labeling, and quantity requirements, and on compliance with applicable transport regulations, and PerkUp may limit available shipping methods and destinations. Breakage of fragile items in storage, handling, or transit is not PerkUp’s responsibility except to the extent caused by PerkUp’s failure to follow protective-packaging requirements it has imposed in writing.
An approval applies to the items, quantities, and period stated in it; prior receipt of a Restricted Item is not approval of future receipts. PerkUp may decline any approval request in its reasonable discretion and may revoke an approval prospectively by written notice where safety, legal, carrier, or facility constraints change; Customer must arrange removal of revoked items within thirty (30) days, failing which subsection (d) applies.
(c) Alcohol. Alcohol is never received at or stored in PerkUp-Designated Facilities. Where available, alcohol is fulfilled exclusively through licensed third-party vendors under Section 4.8, subject to the vendor’s per-region availability and restrictions shown with the item, recipient age verification, adult-signature delivery, and any other controls required by law. If a recipient or destination is ineligible, or age verification or adult-signature delivery fails, the affected send is canceled and the amount paid for it is re-credited to Customer’s prepaid balance; failed-delivery costs are billed under Section 8.4. Customer is responsible for the lawfulness of its alcohol sends and its selection of recipients, per Section 12.1(c).
(d) Mistaken receipt; lapsed approvals. If a Prohibited Item, or a Restricted Item sent without approval, arrives at a PerkUp-Designated Facility, or a Restricted Item in storage ceases to be approved (through expiry of its approval period, the six (6) month high-value limit in subsection (b), or revocation under subsection (b)), PerkUp may refuse the shipment, return it to the sender, or require Customer to remove it, in each case at Customer’s cost, and may quarantine the item and suspend its fulfillment in the meantime. Items not removed within thirty (30) days after PerkUp’s written notice may be disposed of at Customer’s cost or deemed abandoned. PerkUp has no liability under Section 7.5 for Prohibited Items or for Restricted Items received without approval, and handling, storage, return, and disposal costs for them are billed to Customer at cost.
7.10 Inventory at Termination. Inventory wind-down at expiration or termination is governed by Section 10.4(d).
8. Shipping and delivery
8.1 Carriers; Risk of Loss. Goods are shipped by common carriers selected by PerkUp or offered at checkout. Risk of loss for outbound Goods passes to Customer upon tender of the Goods to the first carrier, whether tendered by PerkUp, a Logistics Provider, or a production supplier. Carriers are independent of PerkUp and are solely responsible for the Goods once tendered to them; PerkUp does not control and is not responsible for carrier transit times, carrier loss or damage in transit, customs processing times, or delivery to the recipient; PerkUp will reasonably assist Customer in pursuing claims with carriers. Customer must report a shipment as lost in transit within thirty (30) days after the later of its last carrier tracking update and its estimated delivery date (as shown by the carrier or, if none, in the Platform), or, where neither exists, within sixty (60) days after its ship date. PerkUp’s assistance with carrier or production-supplier claims is conditioned on that timely report. Where carrier tracking shows a shipment delivered, the shipment is deemed delivered and any claim lies with the carrier. Delivery to P.O. boxes and parcel lockers is not guaranteed. Tracking information is provided in the Platform when and as made available by the carrier; tracking is not available from all carriers or in all regions.
8.2 Delivery Estimates. Arrival dates and windows shown in the Platform, stamped on Orders, or included in notifications — including estimated ship dates, production and transit ranges, receiving and processing timelines, order-by dates, and event delivery windows — are good-faith estimates based on current production and carrier data (including holidays observed in the countries where Goods are produced, fulfilled, or stored), not commitments or guarantees. Such estimates are excluded from any determination of breach of, or right to terminate, this Agreement, and PerkUp may update them in the Platform as production and carrier conditions change, all as further stated in Exhibit B.
8.3 Cross-Border Shipments; Landed Cost. Where the Platform quotes an all-in landed cost for a cross-border Order (shipping, duties, taxes, and fees), Customer pays the quoted amount, and the quoted duties and taxes are guaranteed for ninety (90) days from Order creation (or the extended window shown with the quote); PerkUp bears variances within the guarantee. If a carrier or customs authority nonetheless collects a duty, tax, or fee covered by the guarantee from Customer or a recipient at or after delivery, Customer or the recipient pays it, and PerkUp reimburses the amount paid against reasonable documentation (such as the carrier or customs invoice or receipt) submitted within sixty (60) days of payment. The guarantee covers calculation and classification variances; it does not cover changes in duty rates, tariffs, or trade measures enacted or announced after the quote, which are billed to Customer at cost. Where no landed-cost quote applies, duties and import taxes are billed to Customer at cost. On shipments PerkUp expressly quotes and ships delivered-duty-paid (DDP), PerkUp arranges customs clearance through its carriers, brokers, and Logistics Providers and is responsible for the guaranteed duties, taxes, and fees as provided above; DDP allocates costs, not importer status. On every shipment, Customer or the recipient is the consignee and importer or declarant of record under destination law and — except for amounts PerkUp bears or reimburses under a landed-cost guarantee as provided above — bears the resulting duties, taxes, and clearance responsibilities, except where PerkUp holds a non-resident importer registration for the destination or expressly agrees in writing to act as importer of record. On every shipment, Customer is responsible for the import eligibility of the items it selects and for destination-country restrictions on those items. Certain destinations and carriers require recipient participation to complete customs clearance even on DDP shipments (for example, a customs power of attorney, a local identification or tax number, or an import declaration). Customer will, and will use reasonable efforts to cause its recipients to, reasonably cooperate and provide what the carrier or customs authority requires. PerkUp is not responsible for delay, loss, return, or disposal of a shipment caused by the recipient’s or Customer’s failure to provide that cooperation within the carrier’s or authority’s stated window; resulting duties, storage, return, re-shipment, and disposal costs are billed to Customer at cost under Section 8.4, and any replacement send is a new Order. Shipping prices published in the Platform are estimates trued to the quoted amount at checkout.
8.4 Addresses; Refusals. Customer is responsible for the accuracy of recipient addresses it, its systems, or its recipients provide. Re-shipment, return, storage, or disposal costs arising from address errors, refused deliveries, or failed delivery attempts (including failed age-verification or adult-signature deliveries under Section 7.9(c)) are billed to Customer at cost. Goods returned as undeliverable, refused, or unclaimed are held for thirty (30) days from their return receipt for re-shipment at Customer’s instruction and cost; thereafter PerkUp may donate or dispose of them at Customer’s cost, on written notice (email suffices).
8.5 Events. Orders shipped to venues, trade shows, or event locations require the advance notice and delivery-window details requested in the Platform. Venue, drayage, advance-warehouse, and show-services charges are passed through at cost. PerkUp is not responsible for loss, damage, or delay occurring after delivery to the venue, show contractor, or advance warehouse, and event-material storage is billed per the rates published in the Platform.
8.6 Trade Compliance. Customer warrants that the recipients and destinations it designates are not, to its knowledge, subject to U.S. or other applicable sanctions or export restrictions, and that it will not use the Services to ship items in violation of export-control or sanctions laws. PerkUp may screen Orders, recipients, and destinations, and may refuse, suspend, or cancel any shipment that PerkUp reasonably determines could violate export-control or sanctions laws; doing so is not a breach of this Agreement. Amounts paid for a shipment refused or canceled under this Section are re-credited to Customer’s prepaid balance per Section 4.1, less costs actually incurred, which are billed to Customer.
9. Prepaid balances, gift cards, and member funds
9.1 Prepaid Balances. Customer may fund a prepaid account balance in the Platform to pay for Fees, Goods, and rewards. A prepaid balance is a prepayment for Services and Goods — not a deposit, bank, trust, or interest-bearing account — and accrues no interest. The balance may be applied to any Fees or Goods under this Agreement, including by set-off against amounts due; credits issued under Sections 4.6 and 12.2 and re-credits under Sections 2.3, 4.1, 4.4, 4.9, 7.9, and 8.6 become part of the balance. The unused balance is refundable: on Customer’s written request — at any time, and in any event following expiration or termination of this Agreement — PerkUp will refund the unused balance to the Customer entity that funded it, using the original payment method where practicable, within thirty (30) days after all outstanding Fees are settled. The unused balance is the available balance shown in the Platform, being the account balance less amounts reserved for sends issued but not yet redeemed, expired, or canceled; released reserves become refundable on the same terms. If an account balance becomes negative, the shortfall is an amount due and payable per Section 5. Outstanding Fees are “settled” when every amount due under this Agreement — including any True-Up, all accrued warehousing, receiving, shipping, removal, and disposal costs, and, while any Inventory remains at a PerkUp-Designated Facility, the storage, removal, and disposal costs through wind-down under Section 10.4 — has been invoiced and paid or set off against the balance. The set-off right above and the lien in Section 7.8 apply before any refund is paid. Card-processing fees under Section 4.5 are not refunded. After termination or expiration, the balance remains usable to pay amounts due under this Agreement for twelve (12) months; if an unused balance then remains and Customer has not requested a refund, PerkUp will notify Customer and refund the remainder per this Section. Balances are never forfeited.
9.2 Gift Cards. Gift cards and vouchers are fulfilled by third-party issuers and are subject to the issuer’s terms. Customer is charged for a gift card only when it is accepted or redeemed by the recipient; unredeemed gift cards are never charged. Gift-card value passes to the recipient at face value, without markup by PerkUp.
9.3 Prepaid Cards. Prepaid Visa-type cards issued to recipients are subject to the issuing bank’s cardholder terms, including expiration and spending controls disclosed to the recipient.
9.4 Member Personal Funds. Funds that individual members load from their own payment methods are the member’s funds, governed by PerkUp’s terms with that member, and are not Customer property or part of Customer’s prepaid balance.
10. Term and termination
10.1 Term. This Agreement starts on the Effective Date and continues for the initial service term stated on the Order Form (the “Initial Service Term”), and renews automatically for successive periods equal to the Initial Service Term (each, a “Renewal Term”) unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term. The Initial Service Term and all Renewal Terms are the “Term.”
10.2 Termination for Cause. Either party may terminate this Agreement on thirty (30) days’ written notice if the other party materially breaches this Agreement and fails to cure within the notice period. Nonpayment constitutes a material breach only as to undisputed amounts. Either party may also terminate this Agreement immediately on written notice if the other party makes a general assignment for the benefit of creditors, has a receiver, trustee, or similar officer appointed over all or substantially all of its assets, ceases to conduct business in the ordinary course, or files or has filed against it (and not dismissed within sixty (60) days) a petition under any bankruptcy or insolvency law. Customer may also terminate as provided in Section 17 (Force Majeure).
10.3 No Termination for Convenience. Customer may not terminate this Agreement for convenience during the then-current term, and the Platform Fees for the full then-current term remain payable as stated in the Order Form, regardless of Customer’s use or non-use of the Services. If PerkUp terminates this Agreement for Customer’s uncured material breach, the remaining Platform Fees for the then-current term, and the True-Up — calculated against the full Bulk Spend Commitment for the then-current Commitment Period, notwithstanding Section 6.3’s pro-ration — become immediately due and payable. If Customer terminates this Agreement under Section 10.2 for PerkUp’s uncured material breach, prepaid but unused Platform Fees and Optional Service fees are refunded per Section 5.6, and no further Platform Fees for the then-current term are due. No other early-termination fee or liquidated damages shall be due. Nothing in this Section limits Customer’s termination rights under Section 10.2.
10.4 Effect of Termination. Upon expiration or termination:
(a) Payment. Customer pays in full for all Goods delivered, Services performed, and Fees accrued through the effective date of termination, and the True-Up crystallizes per Section 6.3.
(b) Data export. Customer may export Customer Data at any time during the Term at no charge. After termination, PerkUp will make Customer Data available for electronic retrieval at no charge, in a standard export format, for thirty (30) days.
(c) Data deletion. Thereafter, PerkUp shall, upon Customer’s written request, securely delete stored Customer Data within thirty (30) days of the request, except for data PerkUp must retain by law and aggregated or de-identified data under Section 15.3.
(d) Inventory out. Termination or expiration takes effect on its scheduled date, whatever its cause. Customer shall remove all Customer-owned Inventory from PerkUp-Designated Facilities by that date. Any warehousing-fee waiver (including under Sections 6.4, 7.3, and 7.4) ends on the effective date of termination or expiration; thereafter, storage for remaining Inventory is billed at the rates published in the Platform until removal or disposal, and Sections 7.2 through 7.9 continue to govern the Inventory. PerkUp will release and ship remaining Inventory promptly following Customer’s paid shipping instruction, subject to the lien in Section 7.8. Inventory remaining thirty (30) days after the effective date of termination or expiration (or, for goods purchased by a True-Up crystallized at termination, thirty (30) days after their receipt into storage per Section 6.2) may be shipped to Customer or disposed of, in each case at Customer’s cost, on written notice to Customer.
(e) Survival. Sections that by their nature should survive do survive, including accrued payment rights, Sections 4.6, 5, 6.2–6.3, 7, 8, 9, 10.4, and 11–20.
11. Warranties and disclaimers
11.1 Mutual. Each party warrants that it has full power and authority to enter into and perform this Agreement, and that it will comply with all applicable laws in performing it.
11.2 Services. PerkUp will perform the Services with reasonable skill and care, using appropriately qualified personnel, and will use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner that minimizes errors and interruptions and to perform the Fulfillment Services in a professional and workmanlike manner. Exhibits A and B describe PerkUp’s service standards; the dates, windows, and operational targets referenced there and in the Platform are estimates and targets, not commitments, per Section 8.2 and Exhibit B. Scheduled and emergency maintenance are handled per Exhibit A.
11.3 Goods. PerkUp warrants that Custom Goods will conform to the approved Proof (or, for On Demand Orders, to the ordered item’s design in the Platform at the time of production) as described in Section 4.6, which states Customer’s exclusive remedy. Customer selects catalog items and bears their inherent quality and characteristics. PerkUp makes no warranty of carrier performance, transit times, delivery dates, or production timelines, all of which are estimates per Section 8.2 and Exhibit B.
11.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND GOODS ARE PROVIDED “AS IS,” AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PERKUP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
11.5 Insurance. PerkUp maintains, and will maintain during the Term, commercial general liability insurance (including products liability) with limits of at least $2,000,000 per occurrence and $2,000,000 in the aggregate, technology errors & omissions and cyber liability coverage of at least $2,000,000 in the aggregate, and workers’ compensation as required by law, and will provide a certificate of insurance on written request.
12. Indemnification
12.1 By Customer. Customer shall defend, indemnify, and hold harmless PerkUp, its Affiliates, and their officers, directors, employees, and agents from and against all damages, losses, liabilities, settlements, and expenses (including reasonable attorneys’ fees) arising from any third-party claim to the extent arising from: (a) Customer Materials, including any actual or alleged infringement or misappropriation of intellectual property or other rights; (b) Customer’s violation of the AUP or unlawful use of the Services (including acts under Customer’s accounts and credentials as provided in Sections 2.3 and 2.5); or (c) claims by recipients to the extent arising from Customer Materials, Customer’s selection of recipients or items, or the content of gifts or communications sent through the Platform at Customer’s direction — excluding, in each case under this clause (c), claims to the extent arising from PerkUp’s negligence, defective manufacture or decoration, or breach of this Agreement.
12.2 By PerkUp. PerkUp shall defend, indemnify, and hold harmless Customer, its Affiliates, and their officers, directors, employees, and agents from and against all damages, losses, liabilities, settlements, and expenses (including reasonable attorneys’ fees) arising from any third-party claim to the extent arising from: (a) infringement or misappropriation of third-party intellectual property rights by the Platform Services — excluding claims arising from Customer Materials, combination with items not provided by PerkUp, modifications not made by PerkUp, or use of the Services in violation of this Agreement; or (b) the fraud, gross negligence, or willful misconduct of PerkUp or its personnel or subcontractors. For purposes of clause (b), “subcontractors” excludes common carriers acting as carriers, and excludes Logistics Providers with respect to loss of or damage to Inventory, which is governed exclusively by Section 7.5. For Goods: third-party infringement claims arising from Customer Materials are Customer’s responsibility under Section 12.1(a); and for claims alleging that a catalog item itself — independent of Customer Materials — infringes or misappropriates third-party rights, PerkUp will pass through to Customer the benefit of the warranties and indemnities PerkUp receives from the item’s supplier, and that pass-through is Customer’s sole remedy against PerkUp for such claims. PerkUp will use commercially reasonable efforts to obtain, maintain, and enforce intellectual-property warranties and indemnities from its suppliers; if no supplier warranty or indemnity exists for an affected catalog item, PerkUp will replace the affected Goods or credit their price to Customer’s prepaid balance. For claims under clause (a), PerkUp may, at its option and expense, procure the right to continue using the affected Platform Services or modify or replace them to be non-infringing without materially reducing functionality, and if neither is commercially reasonable, terminate the affected Platform Services on written notice and refund prepaid, unused Platform Fees for them. Clause (a) applies only to intellectual property rights of the United States, Canada, the United Kingdom, the European Union, Australia, and New Zealand. This Section states PerkUp’s entire liability, and Customer’s sole and exclusive remedy, for third-party intellectual property infringement claims relating to the Services and Goods.
12.3 Procedure. The indemnified party must promptly notify the indemnifying party in writing of the claim, give it sole control of the defense and settlement (provided no settlement imposes unindemnified liability or admission on the indemnified party without its consent, and any settlement includes a full release of the indemnified party), and reasonably cooperate at the indemnifying party’s expense. There are no implied indemnification obligations under this Agreement.
13. Limitation of liability
13.1 NEITHER PARTY SHALL BE LIABLE UNDER ANY THEORY FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS OR DATA, OR FOR THE COST OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE FEES PAID BY CUSTOMER TO PERKUP FOR THE PLATFORM SERVICES (EXCLUDING AMOUNTS PAID FOR PHYSICAL GOODS, WAREHOUSING, SHIPPING, DUTIES, AND TAXES) IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM, AND (II) THE ANNUALIZED PLATFORM FEES STATED ON THE ORDER FORM AT PERKUP’S LIST PRICE, BEFORE ANY WAIVER OR DISCOUNT (INCLUDING ANY WAIVER GRANTED IN CONSIDERATION OF A BULK SPEND COMMITMENT) OR, IF THE ORDER FORM STATES NO PLATFORM FEES (OR STATES THEM AS ZERO, WAIVED, OR INCLUDED), THE BULK SPEND COMMITMENT FOR THE THEN-CURRENT COMMITMENT PERIOD (OR, IF NONE IS THEN CURRENT, THE MOST RECENT COMMITMENT PERIOD), ANNUALIZED FOR ANY COMMITMENT PERIOD LONGER THAN TWELVE (12) MONTHS; PROVIDED THAT, FOR LIABILITY ARISING FROM A PARTY’S BREACH OF SECTION 14 (CONFIDENTIALITY) OR SECTION 15 (DATA PROTECTION) OR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, THE CAP IS INSTEAD THREE (3) TIMES THAT AMOUNT, AND IN NO EVENT MORE THAN TWO MILLION DOLLARS ($2,000,000) IN THE AGGREGATE.
13.3 NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES LIABILITY FOR: (A) A PARTY’S FRAUD OR WILLFUL MISCONDUCT; (B) DEATH OR BODILY INJURY CAUSED BY A PARTY’S NEGLIGENCE; (C) CUSTOMER’S OBLIGATION TO PAY FEES AND OTHER AMOUNTS DUE UNDER THIS AGREEMENT (INCLUDING AMOUNTS DUE IN RESPECT OF THE BULK SPEND COMMITMENT, SUCH AS TRUE-UPS); OR (D) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. PERKUP’S LIABILITY FOR LOSS OF OR DAMAGE TO INVENTORY IS GOVERNED EXCLUSIVELY BY SECTION 7.5 — INCLUDING ITS PASS-THROUGH REMEDY, ITS CAPS AND DECLARED-VALUE OPTION, AND ITS EXCEPTIONS FOR CONVERSION AND WILLFUL MISCONDUCT — AND AMOUNTS PAYABLE UNDER SECTION 7.5 COUNT AGAINST, AND ARE SUBJECT TO, THE CAP IN SECTION 13.2 — EXCEPT THAT AMOUNTS PERKUP RECOVERS FROM A LOGISTICS PROVIDER OR CARRIER AND REMITS UNDER SECTION 7.5(c) DO NOT COUNT AGAINST THE CAP, AND LIABILITY AT A CONFIRMED DECLARED VALUE UNDER SECTION 7.5(e) IS PAYABLE UP TO THAT DECLARED VALUE EVEN WHERE IT EXCEEDS THE CAP. THE CAPS IN THIS SECTION 13 ARE AGGREGATE ACROSS ALL CLAIMS, NOT PER INCIDENT, AND THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14. Confidentiality
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (“Proprietary Information”). Proprietary Information of PerkUp includes non-public information regarding features, functionality, performance, and pricing of the Services. Proprietary Information of Customer includes Customer Data. The Receiving Party agrees: (i) to protect Proprietary Information using at least the same degree of care it uses for its own confidential information of like kind, and in no event less than reasonable care, and (ii) not to use (except to perform under this Agreement or as otherwise permitted herein) or disclose to any third party any Proprietary Information. These obligations continue for five (5) years after termination or expiration of this Agreement, provided they continue for trade secrets for so long as they remain trade secrets, and for Customer Data for so long as the Receiving Party retains it. They do not apply to information that the Receiving Party can document (a) is or becomes generally available to the public; (b) was in its possession before receipt; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of Proprietary Information. The Receiving Party may disclose Proprietary Information to the extent required by law, provided it gives the Disclosing Party prior notice to the extent legally permitted and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party may also disclose Proprietary Information to its Affiliates, legal counsel, accountants, and subcontractors who need it for purposes of this Agreement and are bound by confidentiality obligations no less protective than those in this Section, and remains responsible for their compliance. On the Disclosing Party’s written request following expiration or termination, the Receiving Party will return or destroy Proprietary Information in its possession, other than copies retained in routine backups or as required by law, which remain subject to this Section. A breach of this Section may cause irreparable harm for which money damages are an inadequate remedy; the Disclosing Party may seek injunctive or other equitable relief for an actual or threatened breach, without posting a bond, in addition to its other remedies.
15. Data protection; proprietary rights
15.1 Data Terms. The parties’ data processing and security obligations are set out in the Data Terms. The “Data Terms” are PerkUp’s standard Data Processing Addendum published at https://perkupapp.com/legal/dpa from time to time, which is incorporated into this Agreement and which PerkUp may update at any time by publication at that address, provided no update materially diminishes the protections for Customer Data. The Data Terms apply to PerkUp’s processing of personal data within Customer Data — unless and until the parties execute a data processing addendum or security addendum superseding it, in which case those executed documents are the Data Terms. The Data Terms are subject to this Agreement and do not amend, limit, or override any provision of it, including Section 13 (Limitation of Liability), unless the parties agree otherwise in a writing signed by both parties that expressly identifies the provision of this Agreement being amended. PerkUp processes Customer Data only to provide the Services and as permitted by this Agreement and the Data Terms, maintains a security program audited annually under SOC 2 Type II, and will notify Customer in writing of any Security Incident without undue delay and in any event within seventy-two (72) hours of confirming it; PerkUp will investigate suspected Security Incidents without undue delay. A “Security Incident” is a confirmed unauthorized access to or acquisition of Customer Data, or a confirmed accidental or unlawful destruction, loss, or alteration of Customer Data in PerkUp’s possession or control; unsuccessful attempts (including blocked attacks, scans, and failed logins) are not Security Incidents. Payments to PerkUp are processed by Stripe, a PCI-DSS Level 1 certified payment processor. Payment-card details are collected directly by Stripe, and PerkUp does not store cardholder data; PerkUp retains only payment tokens and non-sensitive payment metadata (such as card brand, last four digits, and expiration date). Customer directs and authorizes PerkUp to disclose recipient names, delivery addresses, and contact details to carriers, customs authorities, and fulfillment partners as needed to fulfill Orders, and Customer warrants it has the rights and consents needed to provide Customer Data (including recipient data) to PerkUp for those purposes. PerkUp’s provision of its then-current security documentation (SOC 2 Type II report, penetration-test summary, sub-processor list) shall be sufficiently responsive to Customer’s security questionnaires and audit requests, except that, no more than once per twelve (12) months, PerkUp will also complete Customer’s reasonable written security questionnaire within thirty (30) days, and except as the Data Terms provide otherwise.
15.2 Ownership; License to Customer Materials. Customer owns all right, title, and interest in and to the Customer Data and to Customer’s trademarks, logos, brand elements, and artwork as they exist before being provided to PerkUp. As between the parties, PerkUp owns all right, title, and interest in and to all designs, mockups, Proofs, production files, and other materials created by or for PerkUp in connection with the Services, together with PerkUp’s templates, tools, and know-how, in each case subject to Customer’s rights in the underlying Customer Materials. Mockup templates and generator assets owned by production suppliers are licensed for use only in connection with Goods those suppliers produce. Customer grants PerkUp and its subcontractors (including Logistics Providers and production suppliers) a non-exclusive, royalty-free, worldwide license to use, reproduce, modify (for production and proofing purposes), and display Customer Materials solely to provide the Services — including creating Proofs, mockups, and production files; decorating, producing, and fulfilling Goods; and retaining copies as reasonably needed for records and reorders. PerkUp owns and retains all right, title, and interest in and to the Services and Software, all improvements and modifications thereto, any software, applications, inventions, or other technology developed in connection with the Services or with implementation or support, and all related intellectual property rights. PerkUp has a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback Customer or its personnel provide relating to the operation or functionality of the Services, with no obligation to do so and no obligation to Customer in respect of them. PerkUp grants Customer a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, and modify the designs, mockups, Proofs, and production files PerkUp creates for Customer, for Customer’s own goods and business purposes, and that license survives expiration or termination of this Agreement. PerkUp retains the right to use the templates, layouts, tools, know-how, and design elements underlying those materials for other customers, provided PerkUp does not use Customer Materials for any other customer. No other rights or licenses are granted except as expressly set forth in this Agreement.
15.3 Aggregated Data. PerkUp may collect and analyze Customer Data and data relating to the provision, use, and performance of the Services, and may use such data, during and after the Term, solely in aggregated or de-identified form that identifies neither Customer nor any individual, to improve and enhance the Services and for other development, diagnostic, and corrective purposes; data in that form is not Customer Data or Proprietary Information of Customer. PerkUp shall not sell Customer Data, shall not use Proprietary Information of Customer or Customer Data, or aggregated or de-identified data derived from them, to train generative artificial-intelligence models, shall never attempt to re-identify de-identified data, and shall not disclose Customer Data to any third party other than subcontractors who need it to provide the Services. In the event of conflict, this Section controls over the Data Terms.
16. Publicity
Neither party will use the other party’s name, logo, or marks in press releases, customer lists, or marketing materials without the other party’s prior written approval (email suffices). Notwithstanding the foregoing, PerkUp may identify Customer by name and logo in customer lists on PerkUp’s website and in PerkUp’s sales materials, in accordance with any brand guidelines Customer provides; Customer may opt out of, or revoke, this permission at any time by written notice (email suffices). Nothing in this Section restricts disclosures required by law.
17. Force majeure
Neither party is liable for any delay or failure to perform (other than payment obligations, including for Services performed, Goods for which risk of loss has passed, True-Ups, and accrued fees) caused by events beyond its reasonable control — including natural disasters, labor disputes, carrier or customs disruption, failure or inability of production suppliers or subcontractors to perform where caused by events of the kinds listed in this Section, utility or internet failures, war, or government action — provided it gives prompt written notice and uses reasonable efforts to mitigate. Where PerkUp is excused from delivering any Services or Goods, Customer’s obligation to pay for the affected, undelivered Services or Goods is equally excused for the duration of the event. If an event continues for more than sixty (60) days, either party may terminate this Agreement on written notice, in which case Customer pays for all Goods for which risk of loss has passed and Services performed before termination, and the True-Up is calculated against the Bulk Spend Commitment pro-rated to the effective date of termination — with any period during which a force majeure event affecting PerkUp prevented ordering or fulfillment excluded from the elapsed period used in that pro-ration.
18. Assignment
Customer may not assign or transfer this Agreement without PerkUp’s prior written consent, except to an Affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to PerkUp, provided the assignee assumes all of Customer’s obligations. PerkUp may assign or transfer this Agreement, in whole, without consent, provided the assignee assumes PerkUp’s obligations under it, and shall give Customer written notice of any assignment within thirty (30) days. Upon assignment of this Agreement in whole to an entity that assumes PerkUp’s obligations, PerkUp is released from obligations arising after the effective date of the assignment. This Agreement binds and benefits the parties and their permitted successors and assigns.
19. Governing law; venue
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state or federal courts located in Wilmington, Delaware have exclusive jurisdiction over any dispute arising out of this Agreement, and each party consents to their jurisdiction and venue. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20. General
20.1 Order of Precedence. In the event of conflict, the following order of precedence applies: (a) this Agreement, including its Exhibits; (b) the Data Terms, which are subject to this Agreement and do not limit PerkUp’s rights under Section 15.3 or expand or override Section 13 (Limitation of Liability); and (c) the Order Form, which controls as to the commercial terms it is required to state (including Fees, the Initial Service Term, any Bulk Spend Commitment, and any fee waivers), provided that an Order Form otherwise amends or prevails over this Agreement only where it expressly identifies the provision it modifies. Terms of any purchase order, portal, or click-through document have no force or effect per the preamble. For Customer’s and its Authorized Users’ access to and use of the Platform and the Services, this Agreement prevails over any terms published on PerkUp’s public websites (including the Terms of Use published at perkupapp.com/legal/terms-of-use), which do not amend, supplement, or create rights or obligations under this Agreement.
20.2 Entire Agreement; Amendment. This Agreement (including the Order Forms, Exhibits, and Data Terms) is the complete and exclusive statement of the parties’ mutual understanding and supersedes all prior and contemporaneous agreements and communications on its subject matter. This Agreement is published by PerkUp at https://perkupapp.com/legal/msa and is incorporated into each Order Form by the link in that Order Form. PerkUp may amend this Agreement at any time by publishing a revised version at that address, and each version states the date from which it applies. No consent or signature from Customer is required. A revised version applies to every Order Form executed after its publication, and to Order Forms already executed, from publication. A change that materially and adversely affects Customer’s rights or obligations instead applies to an Order Form already executed from the start of that Order Form’s next Renewal Term, and PerkUp will notify Customer of the change by email or in the Platform before that Renewal Term begins; if Customer does not accept such a change, its remedy is to give notice of non-renewal under Section 10.1. A change PerkUp reasonably determines is required to comply with applicable law, or to address a security, safety, carrier, or regulatory risk, applies on publication to all Order Forms. Customer’s continued use of the Services after a change takes effect is acceptance of that change. PerkUp may not change by publication the commercial terms stated in an executed Order Form, including Fees, the Initial Service Term, any Bulk Spend Commitment, and any fee waivers; those are changed only by a writing signed by both parties, and Section 5.7 continues to govern renewal pricing. Any other waiver or modification of this Agreement as it applies to a particular Customer must be in a writing signed by both parties that expressly states it amends this Agreement.
20.3 Notices. Notices must be in writing and are deemed given: when received, if personally delivered; when receipt is electronically confirmed, if sent by email; one Business Day after dispatch by recognized overnight courier; or upon receipt, if sent by certified or registered mail, return receipt requested. Notices to PerkUp go to its address above, attention Legal, with a copy to legal@perkupapp.com; notices to Customer go to the contacts on the Order Form.
20.4 Independent Contractors. The parties are independent contractors. No agency, partnership, joint venture, or employment is created, and, except as expressly stated in this Agreement (including Section 2.5 and PerkUp’s limited importer-of-record role under Section 8.3), neither party may bind the other. PerkUp is solely responsible for the compensation, benefits, and taxes of, and the acts and omissions of, its personnel and subcontractors.
20.5 Severability; Waiver. If any provision is held unenforceable, it will be limited or eliminated to the minimum extent necessary and the rest of this Agreement remains in effect. Failure to enforce a provision is not a waiver.
20.6 Counterparts. Order Forms and amendments may be executed in counterparts, including by electronic signature, each of which is an original.
20.7 No Third-Party Beneficiaries. This Agreement creates no rights in any third party, except that persons indemnified under Section 12 may benefit from the indemnities given there.
Exhibit A — Platform service standards and support
A-1. Availability Target. PerkUp will use commercially reasonable efforts to make the Platform available 99.9% of the time, measured monthly (the “Availability Target”), excluding: (a) scheduled maintenance, announced in advance where reasonably practicable; (b) emergency maintenance; (c) force majeure events under Section 17 of the Agreement; and (d) unavailability caused by third-party connections, utilities, Customer systems, or other causes beyond PerkUp’s reasonable control. PerkUp’s suspension or blocking of use in accordance with the Agreement is not unavailability. The Availability Target is a target; Customer’s sole and exclusive remedy for a shortfall against it is the service credit in Section A-4.
A-2. Support. PerkUp provides technical support by email (help@perkupapp.com) and in-app chat on weekdays, 9:00 am to 5:00 pm U.S. Eastern time, excluding U.S. federal holidays, and will use commercially reasonable efforts to respond to support tickets promptly. Where included on the Order Form, PerkUp provides a dedicated Customer Success Manager with the role and boundaries stated in Section 3.4 of the Agreement.
A-3. Integrations and Automation. The Availability Target does not apply to the extent unavailability or a failure arises from third-party systems Customer connects (HRIS, SSO, CRM, or other integrations) or from automated or recurring sends as configured by Customer. Customer owns its internal spend and approval controls over automated workflows.
A-4. Service Credit; Sole Remedy. If the Platform’s availability in a month falls below the Availability Target, Customer’s sole and exclusive remedy is a credit against the next invoice equal to the percentage of that month’s Platform Fees — computed at PerkUp’s list price per the Order Form, before any waiver or discount — corresponding to the shortfall below the Availability Target, up to a maximum of one (1) week of such Platform Fees in any calendar month. Customer must request the credit in writing within thirty (30) days after the end of the affected month, failing which it is waived. Credits are not redeemable for cash, are not cumulative beyond that maximum, and are applied only to the month in which the shortfall occurred. A shortfall against the Availability Target is not of itself a breach of, or grounds to terminate, the Agreement, and no other credits, refunds, set-offs, or remedies accrue from it.
Exhibit B — Service standards
B-1. Performance Standard. PerkUp will perform the Fulfillment Services and other Services with reasonable skill and care, using appropriately qualified personnel. This Exhibit states service standards, not service-level commitments, and creates no metrics, measurement periods, credits, or termination rights.
B-2. Dates and Timelines Are Estimates. All dates, windows, and timelines shown in the Platform, in any proposal or quote, or in any notification — including production timelines, receiving and put-away timelines, processing and shipping timelines, estimated ship and arrival dates, order-by dates, and event delivery windows — are good-faith estimates only, based on current production and carrier data (including holidays observed in the countries where Goods are produced, fulfilled, or stored), and are not commitments or guarantees. Failure to meet an estimate is excluded from any determination of breach of, or right to terminate, the Agreement, including the material-breach analysis under Section 10.2.
B-3. Carriers. Once Goods are tendered to a carrier, the carrier is solely responsible for them in transit, per Section 8.1 of the Agreement. PerkUp makes no commitment as to carrier transit times, customs processing, or delivery dates.
B-4. Operational Targets. PerkUp may publish and update operational targets, processing times, and similar operational information in the Platform from time to time. Such information is provided for planning purposes, is not incorporated into the Agreement as a commitment, and does not modify this Exhibit. Rates and prices published in the Platform are not operational targets; they have the contractual effect stated in Sections 5 and 7.
Exhibit C — Acceptable use policy
Customer and its users will not use the Services to:
1. Unlawful activity. Violate any applicable law, including anti-bribery, gift-and-entertainment, consumer-protection, export-control, and sanctions laws, or send anything to a person or destination prohibited by U.S. sanctions (see Section 8.6 of the Agreement). Customer is solely responsible for its gifting and incentive programs’ compliance with anti-corruption, lobbying, and government-recipient gift rules.
2. Infringing or unauthorized content. Submit Customer Materials that Customer does not have the right to use, or that infringe or misappropriate any third party’s intellectual property, publicity, or privacy rights. Customer is responsible for holding the licenses for every mark, logo, and design it submits for decoration.
3. Harmful or hateful content. Submit or send content that is defamatory, harassing, hateful, obscene, or that promotes violence or discrimination; that exploits or endangers minors, promotes self-harm or terrorism, or spreads harmful misinformation; or that embeds personal or confidential information (such as payment-card or government-ID numbers). PerkUp may refuse to print, produce, or ship any order whose content it reasonably believes violates this Policy or applicable law, and may likewise refuse content that a production supplier declines to produce under its published content rules; such refusals are handled under Section 4.1.
4. Prohibited items. Send to a PerkUp-Designated Facility, or request fulfillment of, Prohibited Items; send Restricted Items without PerkUp’s prior written approval (each as defined in Section 7.9 of the Agreement); or send items otherwise outside PerkUp’s published receiving requirements.
5. Recipient data misuse. Provide recipient personal data without the rights and consents needed for PerkUp to use it to fulfill Orders, or use the Services to spam or to contact recipients outside the gifting and recognition purposes of the Platform.
6. Platform abuse. Probe, scan, or test the vulnerability of the Platform without PerkUp’s written consent; circumvent access or spending controls; interfere with other customers’ use; introduce malicious code; or use automated means to scrape the Platform outside documented APIs.
7. Financial misuse. Use prepaid balances, prepaid cards, or gift cards for money laundering, to extract cash, or in violation of the issuer’s terms.
PerkUp may suspend violating use per Section 2.4 of the Agreement. Where a violation results in a non-compliant inbound shipment or a refused production run, Customer bears the handling, return, or disposal costs (see Section 7.9(d) of the Agreement).
By executing an Order Form that references or links to this PerkUp Master Services Agreement, Customer agrees to it as published at the time of execution and as amended under Section 20.2.
Last Updated: October 23, 2026