Bidali User Agreement & Terms of Use

Bidali Inc., a Canadian privately controlled corporation, its affiliates, and subsidiaries ("Bidali", "we", "us" and "our") provide products and services that enable individuals and businesses (individually a "Customer", "you", "your" and collectively "Customers") to purchase gift cards, prepaid cards, vouchers and other prepaid stored value products, earn rewards or receive exclusive offers ("Products"). Customers can share these Products with other Customers and business Customers after undergoing appropriate due diligence can distribute these Products to Bidali Customers, their customers and employees (collectively such services will be known as, the "Services").

Bidali has developed this User Agreement & Terms of Use to describe the terms that govern your use of Bidali’s products and services.

This User Agreement & Terms of Use represents an agreement made by and between you and Bidali and has the legal effect of a legal contract. Please read this Agreement carefully prior to using the Services operated by Bidali. Your access and ability to use our Services is conditioned upon your acceptance of, and compliance with this Agreement.

1. Definitions

• a) "Bidali", "we", "us", or "our" means Bidali Inc., any of its affiliates, subsidiaries, business partners, licensors, agents, content providers (not including you), service providers, employees, personnel, officers, directors, and representatives;
• b) "Privacy Policy" means our Privacy Policy;
• c) "Compliance Program" means our Compliance Program policy, which describes our identity verification (Know Your Customer or "KYC"), anti-money laundering, sanctions screening and fraud monitoring controls;
• d) "Agreement" or "Terms" means this Bidali User Agreement and Terms of Use including, for greater certainty, our Privacy Policy and our Compliance Program;
• e) "Services" means:
  • Our website(s) located at bidali.com, any subdomains of bidali.com, and any other associated websites (individually a "Site" and collectively the "Sites");
  • Our mobile applications (individually a "Mobile App" and collectively the "Mobile Apps")
  • Our software, including routines, data structures, object classes, protocols, programs, templates, libraries and interfaces, application programming interfaces ("APIs"), software development kits ("SDKs"), e-commerce plugins ("Plugins"), developer tools, technical documentation, and other related materials provided to you.
• f) "User", "you", or "your" means (i) the individual, if the individual is using the Services for his or her personal use; or (ii) the corporation, institution, partnership, organization or other entity on whose behalf the individual accepting these Terms is acting;
• g) "Bidali Content" means any text, sound, graphics, trade-marks, service marks, logos, taglines, trade names and other material owned by us or our licensors and made available through the Services;
• h) "Your Content" means any text, sound, graphics, or other material which you post, upload, or otherwise share on or through the Services.
• i) "Submissions" means any unsolicited idea, suggestion or other material in any format;
• j) "Personal Information" has the meaning set out in our Privacy Policy;
• k) "Customer" means an individual or organization that uses Bidali's Services;
• l) "Fiat Currency" means a currency that is issued by a country and is designated as legal tender in that country.
• m) "Regulated Stablecoin" (also called a "digital dollar") means a digital representation of a Fiat Currency, such as USDC or USDT, that is issued by a third party and that we accept as a method of paying for Products. Bidali does not issue Regulated Stablecoins.
• n) "Bidali Account" means the user account you must register for, in order to use certain Services;
• o) "Bidali One" or "Bidali One Balance" means prepaid platform credit denominated in Fiat Currency that you purchase from Bidali Inc., receive as a transfer from another Bidali Customer, or receive from Bidali in the form of Rewards. It is stored value paid for in advance. It is not a credit product, loan, deposit or bank account. A Bidali One Balance can only be used to purchase gift cards and other Products within the Bidali Services. It does not expire, carries no dormancy or inactivity fees, and bears no interest. It cannot be cashed out, withdrawn or redeemed for cash, and is not refundable, except where the law requires (see Section 6.10 (Statutory Refunds and Redemptions)). A Bidali One Balance should not be misconstrued for an official monetary instrument, bank account balance, deposit receipt, loan, security or derivative.
• p) "Gift Card Store" means the catalogue of closed-loop gift cards that Bidali offers for sale through the Bidali Services.
• q) "Prepaid Card" means an open-loop prepaid Visa or Mastercard card with a value of up to $1,000 that is supplied by a third-party platform and sold through the Bidali Services.
• r) "Rewards" means credits to a Bidali Customer's Bidali One Balance made at Bidali's sole discretion. Rewards may be earned for referring other Customers, completing particular actions while using the Bidali Services, or under our Bidali One Rewards Program Terms.
• s) "Transaction" means a purchase of Bidali One Balance, a transfer of Bidali One Balance to another Customer, a gift card or Prepaid Card purchase, the receipt of Rewards, and/or claiming and/or redeeming a coupon, reward or stored value instrument.

2. Agreement to Terms

This Agreement is between you and Bidali (collectively, the "Parties", and each a "Party"). Your use of our Services is conditional on your acceptance of the Terms of this Agreement.

By using our Services you acknowledge and agree to the terms in this Agreement and that your usage is subject to our Privacy Policy, Cookie Policy, Restricted Use Policy, Compliance Program and E-Sign Consent.

If you are entering into this Agreement on behalf of a company, organization or another legal entity, you are agreeing to this Agreement for that entity and representing that you have the authority to bind such entity to this Agreement, in which case the term "User", "you", "your" will refer to such entity.

If you do not agree to this Agreement, you should not access or use Bidali's Services.

3. Bidali Services

3.1 Age and Eligibility

You may use the Services if you are 18 years or older and are not barred from using the Services under applicable law. Refer to our Restricted Use Policy for more information on additional usage restrictions.

If you are under the age of 18, you must immediately discontinue your use of the Bidali Services unless we have received explicit consent from a legal guardian.

If you wish to authorize a Bidali Account as a legal guardian for a user that is under the age of 18, please email support@bidali.com and include their Bidali username. We may ask for additional details to verify that you are the user's legal guardian.

3.2 Gift Cards, Prepaid Cards and Bidali One Balance

The following services are provided to you by Bidali:

• The sale of closed-loop gift cards from our Gift Card Store;
• The sale of Prepaid Cards supplied by a third-party platform;
• The sale of Bidali One Balance, which can be used to purchase gift cards from our Gift Card Store;
• Certain services enabling Customers to pay for Products by credit or debit card, ACH, EFT, Interac e-Transfer, wire transfer or Regulated Stablecoins;
• Certain services enabling Customers to transfer a portion of their Bidali One Balance to another Customer's Bidali Account; and
• Certain services enabling business Customers to purchase Products and distribute them to their customers, employees and other recipients.

Bidali Inc. is a software company and an independent reseller of gift cards and other prepaid products. Bidali Inc. is not a bank or regulated financial institution. Bidali does not provide payment processing, money transmission, remittance, currency exchange, bill payment or merchant payment services, and does not hold your funds in the manner of a bank account. When you purchase a Product or Bidali One amounts, you are buying from Bidali as a merchant.

3.3 Additional Services

In addition to the above services, the following services ("Additional Services") may be made available by Bidali to users that fulfill certain eligibility criteria:

• Services that enable Customers to:
  • earn Rewards;
  • store digital gift cards;
  • view their purchased or received gift cards, vouchers, and Bidali One Balance;
  • purchase gift cards for others;
  • distribute Rewards and promotional offers to other Customers
• Gift card & prepaid card reselling - Section 6 (Gift Card & Prepaid Card Services)
• Our Bidali One Rewards Program - Bidali One Rewards Program Terms
• Our Affiliate Program - Appendix A
• Providing Developer Tools - Appendix B

4. Bidali Accounts and Access

4.1 Registration

In order to use the Services in most cases you will be required to create a Bidali Account on our Sites, Mobile Apps or through our SDKs and/or APIs by providing your name, a valid email address, and strong password, and accepting the terms of this Agreement, our Privacy Policy and our Restricted Use Policy. The only exceptions to when a Bidali Account may not be required are:

• When purchasing prepaid Products directly through our e-commerce store below certain transaction thresholds as defined in our Compliance Program;
• When interacting indirectly with Bidali by purchasing prepaid Products on a third party platform below certain transaction thresholds as defined in our Compliance Program via our SDKs, APIs and/or Plugins;
• When viewing our developer documentation; and
• When viewing our main website or e-commerce store.

Even in such instances, by using the Services, you will be agreeing to and accepting the terms of this Agreement and our Privacy Policy.

You shall be responsible for maintaining the confidentiality of usernames and passwords associated with your Account. Each user must have unique login credentials that may not be shared by multiple users. You are responsible for all activities that occur under your Account. If you suspect there has been unauthorized access to your account contact support@bidali.com immediately.

We may, in our sole discretion, refuse to open a Bidali Account for you, or limit the number of Bidali Accounts that you may hold.

4.2 Your Information and Identity Verification

You agree to provide us with the information we request for the purposes of identity verification and the prevention of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use some of the Bidali Services and your access to one or more Bidali Services, including certain payment methods and transfers of Bidali One Balance, and the limits that apply to your use of the Bidali Services, may be altered as a result of information collected on an ongoing basis.

Depending on how you interact with the Bidali Services, information we request may include certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, government issued identification information, passport information, utility bills, credit card information, and information regarding your bank account (such as the name of the bank, the account type, beneficiary, routing number, and account number). In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes.

When necessary in order for us to make the Bidali Services available to you, you authorize us to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crimes, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit bureaus and fraud prevention or financial crime agencies. In the case of an identity check, it should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a Transaction, before permitting you to use further Bidali Services and/or before permitting you to engage in Transactions beyond certain transaction limits.

Please refer to our Privacy Policy and Compliance Program for more details on the information we capture, why we capture it, and how we protect it.

4.3 Access

Our Services may only be used or accessed through a supported electronic device controlled by you at all times. You will require an Internet connection. You may not access our Services from the prohibited countries as outlined in our Restricted Use Policy.

5. Bidali One Balance

Our Services enable Customers to purchase Bidali One Balance and to use it to purchase gift cards from our Gift Card Store. In addition, we enable you to transfer Bidali One Balance to other Bidali Customers, subject to the limits outlined in Sections 6 & 7 of this Agreement.

Bidali One amounts do not expire, and we do not charge dormancy or inactivity fees on them.

5.1 Purchasing Bidali One Balance

You can purchase Bidali One Balance using one of the payment methods available on the Bidali Sites or Mobile Apps, which may include credit or debit card (processed by our third-party card processor, Stripe), ACH, EFT, Interac e-Transfer, wire transfer and Regulated Stablecoins. Once we have received payment for your purchase and verified its authenticity your Bidali One Balance will be credited with the appropriate Fiat Currency amount you have purchased. Usually this is within 48 hours but may take longer due to unforeseen circumstances or events outside of our control.

Bidali One Balance is prepaid platform credit denominated in Fiat Currency, similar to an e-giftcard or store credit. Bidali One Balance is purchased from and issued solely by Bidali Inc. and is only usable within the Bidali Services to purchase gift cards and other Products. Bidali One Balance does not expire and bears no interest. It cannot be cashed out, withdrawn or redeemed for cash, and is not refundable, except where the law requires (see Section 6.10). Your Bidali One Balance is not a deposit account which means that your Bidali One Balance will not be protected by the Canada Deposit Insurance Corporation ("CDIC") or Federal Deposit Insurance Corporation ("FDIC") in the United States of America. A purchase of Bidali One Balance is a commercial Transaction whereby you are purchasing stored value credit from Bidali, as a merchant, for use within the Bidali Services. Bidali One Balance should not be misconstrued for a bank account balance, bank deposit, deposit receipt, loan, or purchase of a derivative or security.

5.2 Transfers of Bidali One Balance

You may transfer a portion of your Bidali One Balance to another Customer's Bidali Account. A transfer is delivered to the recipient as a Bidali gift card amount that is credited to the recipient's Bidali One Balance, and remains prepaid platform credit that can only be used within the Bidali Services. Transfers are subject to the limits in Section 7 (Enhanced Due Diligence and Transaction Limits).

5.3 Receipt of Instructions

If we receive instructions from you to perform a Transaction on a non-business day or after 4:30 pm (Mountain Standard Time) on a business day, we may treat those instructions as if they were received by us on the following business day.

5.4 Revocation

When you give us instructions to perform a Transaction, you cannot withdraw your consent to that Transaction unless the Transaction is not due to occur until an agreed upon date in the future (ie. this may occur if you set up a recurring purchase of Bidali One Balance) ("Future Transaction"). In the case of a Future Transaction, you may withdraw your consent up until the end of the business day before the date that the Future Transaction is due to take place. To withdraw your consent to a Future Transaction follow the instructions on the Bidali Site or contact support@bidali.com.

5.5 Account Information

You will be able to see your Bidali One Balance and your Transaction history using the Bidali Site and/or Mobile Apps, including (i) the amount (and currency) of each Transaction, (ii) a reference to identify the recipient of any transfer of Bidali One Balance (as appropriate), (iii) any fees charged (including a breakdown of the fees), (iv) where a Product was priced in a different currency from your Bidali One Balance or payment, the exchange rate applied, and (v) the debit or credit date of each Transaction (as appropriate).

5.6 Transactions

We will process Transactions in accordance with the instructions we receive from you. You should verify all Transaction information prior to submitting instructions to us. While we make a best effort to protect our Customers, we do not guarantee the identity of any user, receiver, requestee or other party. In some cases Transactions cannot be reversed once they have been initiated or completed.

If you transfer Bidali One Balance to a recipient that does not have a Bidali Account we will invite the recipient to open a Bidali Account. If the recipient does not open a Bidali Account within 30 days, where possible, we will reverse the relevant Transaction.

5.6.1 Unconfirmed Transactions

Certain Transactions, depending on the type of Transaction and payment network used, may be unconfirmed for a period of time pending sufficient confirmation that the Transaction is in fact valid. Such Transactions are not complete while they are in a pending state. As such, they will be designated accordingly and will not be included in your Bidali One Balance or be available to use in subsequent Transactions until they have become confirmed.

We may refuse to process or cancel any pending Transaction as required by applicable law or any court or other authority to which Bidali is subject to in any jurisdiction.

5.7 Third Parties

Bidali has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase from a Brand (as defined in Section 6.3) or other third party using a gift card or Prepaid Card, or of any arrangement you may have with another Customer to whom you transfer Bidali One Balance. If you experience a problem with any goods or services purchased from a third party, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Bidali Support at support@bidali.com so that we may consider what action to take, if any.

5.8 Unauthorized and Incorrect Transactions

Where a Transaction is initiated from your Bidali Account using your credentials, we will assume that you authorized such Transaction, unless you notify us otherwise.

If you believe you did not authorize a particular Transaction or that a Transaction was incorrectly carried out, you must contact us as soon as possible and in any case no later than 60 days after the relevant Transaction occurred, either by email free of charge at support@bidali.com or by phone on +1 (855) 886-4830 (international call charges may apply).

It is important that you regularly check your Bidali One Balance and your Transaction history to ensure any unauthorized or incorrect Transactions are identified and notified to us at the earliest possible opportunity. We are not responsible for any claim for unauthorized or incorrect Transactions unless you have notified us in accordance with this section.

5.9 Refund Rights

If an unauthorized Transaction occurs through no fault of your own, we will refund you the amount of that Transaction within 30 business days and restore your Bidali One Balance to the state it would have been in had the unauthorized Transaction not taken place. Generally, you will not be liable for losses incurred after you have notified us of the unauthorized use of your Bidali Account or if we have failed at any time to provide you with the means for notifying us; however:

• If your behavior is fraudulent or you intentionally or negligently fail to carry out your obligations under this Agreement, you will be liable for all resultant losses incurred by you or us.
• You will be liable for any losses you incur in respect of an unauthorized Transaction which arises from the use of a lost or stolen credentials (ie. when you have failed to keep your Account credentials safe).

Where there is a dispute between us and you regarding an unauthorized Transaction, we may temporarily credit your Bidali One Balance whilst we settle the dispute. Where we determine that the Transaction was authorized, we may reverse that credit and correct errors made in any statement of your Bidali Account without prior notice to you. You will also be liable to us for any Transactions that utilize the temporary credit we provided to your Bidali One Balance.

Where a Transaction is made incorrectly (i.e. through our error) we shall refund to you the amount of that Transaction without undue delay and restore your Bidali One Balance to the state in which it would have been had the Transaction not have taken place, although we will endeavour to provide you with reasonable notice where possible. We will also pay any charges for which we are responsible, and for any interest which you can show that you have had to pay as a consequence of any incorrect or incomplete Transaction up to a maximum of the Transaction value or $10,000 CAD, whichever is lesser.

Irrespective of our liability, on your request, we shall try to trace any incorrect or incomplete Transaction initiated by you free of charge. However, we cannot guarantee that we will be able to trace such Transactions.

We may charge network fees and processing fees to efficiently facilitate the redemption of an incorrect Transaction. A full list of Bidali's fees can be found on our Pricing and Fees Disclosures page.

5.10 Consent to Access, Processing and Storage of your Personal Information

You provide your explicit consent to allow us to access, process and retain any personal information you provide to us for the purposes of us providing the Services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws and regulations. You can withdraw your consent to us providing the Services to you at any time by closing your Bidali Account with us. However, we may retain and continue to process your personal information for other purposes. Please see Section 11 (Data Protection) below and our Privacy Policy for further information about how we process your personal data, and the rights you have in respect of this.

5.11 Supported Currencies and Payment Methods

Bidali One Balance is available only in the Fiat Currencies that Bidali supports, and we accept only the payment methods and Regulated Stablecoins (on the networks) that Bidali supports. These may change from time to time. Under no circumstances should you attempt to pay us with a currency, asset or network that we do not support. We assume no responsibility or liability in connection with any attempt to send us a currency, asset or network that we do not support.

If you have any questions about which Fiat Currencies, payment methods and Regulated Stablecoins we currently support, please visit our support website.

5.12 Blockchain Records and Regulated Stablecoins

Bidali uses blockchain technology to record the funding of Bidali Accounts, gift card purchases and transfers of Bidali One Balance. These records do not change the nature of your Bidali One Balance, which remains prepaid platform credit as described in Section 5.1 and cannot be held, withdrawn or transferred outside of the Bidali Services.

Bidali does not operate a custodial cryptocurrency wallet for Customers, and does not buy, sell, exchange or hold cryptocurrency or Regulated Stablecoins on your behalf. If you pay with Regulated Stablecoins, you send them from your own external wallet or from an account you hold with an exchange or other third-party provider, as described in Section 6.6.

We do not own or control the underlying software protocols or networks that Regulated Stablecoins operate on. We assume no responsibility for the operation of those protocols or networks, and we are not able to guarantee their functionality, security, or availability.

6. Gift Card & Prepaid Card Services

Bidali Inc. is an authorized and independent reseller of electronic stored value gift cards ("GCs") and of Prepaid Cards. GCs and Prepaid Cards sold through our Services are subject to the following terms:

6.1 General Limitations

• All GCs offered by Bidali are considered "Closed Loop", "Non-Reloadable", "Stored Value", or "Fixed Value".
• All GCs are obtained directly from brands or authorized gift card resellers. We do not buy GCs on secondary markets.
• All GCs are electronic and delivered electronically to valid email addresses, phone numbers, via API and/or displayed in our Mobile Apps or Sites
• Except as required by law, GCs cannot be transferred for value outside of the Bidali Services or redeemed for cash.
• GCs are denominated in fiat currency and generally are only able to be spent in locations where that fiat currency is considered legal tender.
• GCs may be used only for purchases of eligible goods or services at the providing business' website, physical location, or certain affiliated websites.

6.2 Prepaid Cards

Prepaid Cards are open-loop prepaid Visa and Mastercard cards, each with a value of up to $1,000, that are supplied by a third-party platform. Prepaid Cards are issued by a third-party issuer under its own cardholder terms and the federal rules that apply to it. Bidali resells Prepaid Cards and does not issue them. Your use of a Prepaid Card is governed by the cardholder terms provided with that card, and any question about using a Prepaid Card after delivery must be resolved under those cardholder terms.

To activate, register or redeem a Prepaid Card, the issuer may require you to verify your identity (for example, by providing your name, date of birth and address) under the issuer's own policies and the regulations that apply to it. These requirements are set by the issuer, not by Bidali. They can change without notice from Bidali, and Bidali does not control them. Except as required by law or by those cardholder terms, Prepaid Cards purchased through the Bidali Services cannot be returned to Bidali or redeemed with Bidali for cash.

6.3 Brands and Gift Card Providers

The merchant as well as its owners and affiliates ("Brand"), for whom GCs and other products and services are available within the Bidali Services, are not sponsors of Bidali, the Bidali Services, or otherwise affiliated with Bidali other than through a reseller relationship. The logos and other identifying marks attached are trademarks of and owned by each represented Brand. For complete terms and conditions, please read the Brand's gift card terms and conditions. Gift card trademarks and copyrights belong solely to the Brand. Visa and Mastercard are trademarks of their respective owners, which are not sponsors of Bidali.

6.4 Processing Times

Most payments are processed and Products are delivered within a few minutes of receiving a successful payment and sufficient evidence to conclude that the Transaction is not high risk or fraudulent. There can be delays that are outside of our control, such as, but not limited to:

• Force majeure;
• Unexpected payment network and financial service provider congestion or outages;
• Unexpected Internet & telephony service provider outages;
• Unexpected Bidali infrastructure congestion or outages;
• GC and Prepaid Card provider delays or infrastructure outages;
• When paying with Regulated Stablecoins, too low of a network fee to be sufficiently verified by the network's validators, use of an unsupported network, or the failure to send a correct payment;

Since these are critical to the payment process and out of our control, we cannot guarantee Transaction and delivery times. As such you acknowledge that you do not hold us liable for non-delivery of Products (unless successfully paid) or any lost Products through no fault of ours.

6.5 Underpayments, Overpayments and Failed Payments

We reserve the right to refuse or cancel your Transaction at any time if the payment which is sent for the Product is not completed successfully, through no fault of our own.

6.5.1 Underpayments

If your Transaction is underpaid, you will be asked to provide an additional payment to provide the full amount of funds required, based on the price presented to you at the time of purchase, to purchase the Product. If you are unable to provide these funds, you will be issued a refund for the amount of funds you have provided to your original payment method or, for Regulated Stablecoins, to an address you control (in the currency the underpayment was made in), less any network and/or processing fees required to complete the refund within a reasonable time period.

6.5.2 Overpayments

If your Transaction is overpaid you will receive your Products and are entitled to a refund of the overage to your original payment method or, for Regulated Stablecoins, to an address you control, minus any network fees required to complete the refunding Transaction within a reasonable time period.

In order to request a refund of an overage you must contact our support team within 30 days of the successful Transaction completion and provide the email address that matches your order, your Bidali order confirmation number, and, if you paid with Regulated Stablecoins, a refund address.

6.5.3 Failed Payments

If your Transaction was not completed successfully through no fault of Bidali, you acknowledge that we will not be held liable for any lost funds or non-delivery of Products. We will work with you to attempt to recover your funds, but in some cases this may not be possible.

6.6 Paying with Regulated Stablecoins

You may pay with Regulated Stablecoins from your own self-custody wallet or from an account you hold with an exchange or other third-party provider. Bidali does not operate a custodial cryptocurrency wallet for you. You must send only a supported Regulated Stablecoin, on the network shown with your payment address, to that address. Payments of an unsupported asset, on an unsupported network or to an incorrect address may not be recoverable, and we will not be held liable for any such lost payment or for non-delivery of Products unless the payment is successfully received and verified. The exchange or wallet provider you send from is responsible for its own services, and any fees or delays it imposes.

6.7 Transaction Limits and Risk Controls

As part of our Compliance Program and our own risk policies, we:

• Only sell closed loop, fixed value, non-reloadable GCs and Prepaid Cards with a value of up to $1,000;
• Have the ability to disable an email from receiving gift cards (ie. blacklisting purchasers);
• Restrict the value of each GC to a maximum of CA$2,000 (or its equivalent in another supported currency); and
• Restrict purchases to a maximum of $9,500 in your local currency or US dollars, in either a single Transaction or combined Transaction value, within 24 hours.

Higher limits may be available after a compliance review, as described in Section 7 (Enhanced Due Diligence and Transaction Limits).

6.8 Incorrect User Information and Ordering Procedure

As a Purchaser of Products from Bidali you are responsible for providing accurate information when placing a Transaction. You are responsible for sending the correct amount and, if paying with Regulated Stablecoins, using a high enough network fee for the payment to be processed within the time shown at checkout, and for sending payment to the correct payment address on the correct network. If any of this information is incorrect we reserve the right to refuse or cancel your Transaction at any time.

If you are not comfortable with these terms then please do not use the Services.

6.9 Cancellations and Refunds

Purchases of gift cards, Prepaid Cards and Bidali One are non-refundable except where required by applicable law.

All Transactions are non-reversible and non-refundable unless a refund is explicitly granted by Bidali or required by law. If you have made a mistake in your Transaction, you must immediately contact us at support@bidali.com to rectify the situation. We value your business and will work with you to help with any and all issues.

Apart from refunds and redemptions the law requires (see Section 6.10), refunds are discretionary. Bidali is not bound by any previous instances of refunds and evaluates requests on a case-by-case basis.

6.10 Statutory Refunds and Redemptions

Where a law in your jurisdiction entitles you to a cash refund or to redeem a balance for cash (for example, Quebec residents may request a cash refund of a Bidali One Balance of CA$5 or less), we will honour it. To process any such refund or redemption, we require proof of residency and government-issued identification to confirm your jurisdiction and identity. Where possible, we send the refund to your original payment method.

7. Enhanced Due Diligence and Transaction Limits

7.1 Enhanced Due Diligence

We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Bidali staff (such process is considered, "Enhanced Due Diligence"). We reserve the right to charge you costs and fees associated with such Enhanced Due Diligence although if we intend to do so, we will notify you in advance and give you the right to accept or decline. In our discretion, we may refuse to raise your limits, we may lower your limits, or we may close your Bidali Account entirely, at a subsequent time even if you have completed Enhanced Due Diligence.

Bidali uses tiered systems and procedures to collect and verify information about you and your Transactions in order to protect Bidali and our Customers from fraudulent or criminal activity, and to keep appropriate records of Bidali's Customers. Your access to one or more Bidali Services, and limits including Bidali One Balance funding limits, Bidali One Balance transfer limits, and limits on Transactions from a linked payment method may be based on the identifying information and/or proof of identity you provide to Bidali.

Bidali may require you to provide or verify additional information, or to wait some amount of time after completion of a Transaction, before permitting you to use any Bidali Services and/or before permitting you to engage in Transactions beyond certain volume limits. You may determine the volume limits associated with your level of identity verification by visiting your "My Account" or "Profile" section on the Bidali Site.

7.2 Transactions Limits

The use of all Bidali Services is subject to a limit on the amount of volume, stated in Canadian dollars or its equivalent in another supported currency, you may transact or transfer in a given period (ie. daily). These limits are set under our own risk policies. To view your Transaction limits, login to your Bidali Account on the Site and go to your "My Account" or "Profile" section. Your Transaction limits may vary depending on verification steps you have completed, and other factors. We reserve the right to change applicable limits as we deem necessary.

By default, the following Transaction limits are in place on a Bidali Account:

• you may not purchase Bidali One Balance or Products totalling more than $9,500 in your local currency or US dollars, in either a single Transaction or combined Transaction value, within 24 hours;
• a Bidali One Balance may not hold $10,000 or more, in your local currency or US dollars, at any one time;
• if Rewards, including Bidali One Rewards under our Bidali One Rewards Program Terms, should put you over this limit you will not receive those Rewards;
• if received transfers should put you over this limit the Transactions will fail and be reversed automatically; and
• you may not transfer more than CA$2,000 (or its equivalent in another supported currency) of your Bidali One Balance in a single Transaction.

Higher limits may be available after a compliance review. If you wish to raise your Transaction limits beyond the posted amounts, you may submit a request at compliance@bidali.com. Bidali will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and Bidali does not guarantee that we will raise your limits.

8. Suspension, Termination and Cancellation

We may: (a) refuse to complete, may block, cancel or reverse a Transaction you have authorized (b) suspend, restrict, or terminate your access to any or all of the Bidali Services, and/or (c) deactivate or cancel your Bidali Account with immediate effect for any reason, including but not limited to where:

• We are, in our reasonable opinion, required to do so by applicable law or any court or other authority to which we are subject in any jurisdiction;
• We reasonably suspect you of acting in breach of this Agreement;
• We reasonably suspect you have breached our Behaviour Policy or Restricted Use Policy;
• We have concerns that a Transaction is erroneous, or jeopardizes the security of your Bidali Account, or we suspect the Bidali Services are being used in a fraudulent, criminal, or unauthorized manner;
• We suspect money laundering, terrorist financing, fraud, or any other financial crime;
• If your credit card, debit card, bank account or any other valid payment method linked to your Bidali Account is declined or closed;
• Use of your Bidali Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; and/or
• You take any action that may circumvent our controls such as opening multiple Bidali Accounts or abusing promotions which we may offer from time to time.

We may also refuse to complete a Transaction where there is an insufficient GC, Bidali One Balance or reward balance in your Bidali Account to cover the Transaction amount and (where applicable) associated fees at the time that we receive notification of the Transaction.

If we refuse to complete a Transaction and/or suspend or close your Bidali Account, or terminate your use of Bidali Services in this way, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure. In the event that we refuse to complete a Transaction and/or suspend your Bidali Account we will lift the suspension as soon as reasonably practicable once the reasons for refusal and/or suspension no longer exist. However, we are under no obligation to allow you to reinstate a Transaction at the same rate, with the same fees, or on the same terms as the suspended, reversed or cancelled Transaction.

We may suspend, restrict, or terminate your access to any or all of the Bidali Services and/or deactivate or cancel your Bidali Account, without reason by giving you 30 days notice. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Bidali Account, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you.

On termination of this Agreement, unless prohibited by applicable law or by any court or other authority to which Bidali is subject in any jurisdiction, you may:

• redeem your gift cards, vouchers and outstanding rewards or offers for ninety (90) days thereafter; and/ or
• where applicable, exporting your gift cards, vouchers and other prepaid products from your Bidali Account in order to redeem them with the Brand without the need of Bidali Services, at any point in the five year period commencing with the date of the termination of the Agreement. Note, this does not apply to unclaimed offers or rewards offered by Bidali and/or other Bidali Customers within the Bidali Services.

If we suspend or close your account, or terminate your use of Bidali Services for any reason, we reserve the right to require you to complete the procedures outlined at Section 4.2. (Your Information and Identity Verification) before permitting you to redeem your gift cards, vouchers and outstanding rewards or offers.

You may cancel your Bidali Account at any time by contacting support@bidali.com. You will not be charged for cancelling your Bidali Account, although you will be required to pay any outstanding amounts owed to us and will not be able to claim any unredeemed offers or rewards offered by Bidali and/or other Bidali Customers. You authorize us to cancel or suspend any pending Transactions at the time of cancellation. Cancelling your Bidali Account does not cause your Bidali One Balance to expire. If your Bidali Account is closed, whether you cancel it or we close it under this Section 8, you may ask us to refund any Bidali One Balance that you purchased and have not used. We refund it to the original payment method where possible, after verifying your identity, and we may withhold a refund where the law or a court or other authority prohibits us from paying it. Bidali One amounts you received as Rewards have no cash value and are not refunded.

9. Liability

9.1 Release of Bidali

If you have a dispute with one or more users of the Bidali Services, you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives will be liable for any claims, demands and damages (actual and consequential) of any kind or nature arising out of or in any way connected with such disputes.

9.2 Indemnification

You agree to indemnify us, our affiliates and service providers, and each of our or their respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and/or our enforcement of this Agreement (including without limitation your breach of our Behaviour Policy or our Restricted Use Policy) or your violation of any law, rule or regulation, or the rights of any third party.

9.3 Limitations of Liability

We shall only be liable to you for loss or damage caused directly and reasonably foreseeable by our breach of this Agreement and our liability in these circumstances is limited as set out in the remainder of this section.

(For the avoidance of doubt the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.)

9.3.1 Liability Cap

Except as otherwise provided for in this Agreement, neither we, nor our affiliates or service providers, nor any of our or their respective officers, directors, agents, employees or representatives, will be liable for any amount greater than the combined face value of the Products in your Bidali Account and your Bidali One Balance at any given time. Where we are considering a specific claim relating to a specific Transaction this sum shall be further limited to the amount of the Transaction in dispute. Where a Regulated Stablecoin is involved, the value of the Fiat Currency it represents as of the date and time that the breach is determined to have occurred, as determined by Bidali in its sole discretion, will be the value used to determine liability amount.

9.3.2 Limitation of loss

In addition to the liability cap at Section 9.3.1 above, in no event shall we, our affiliates or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with this Agreement or otherwise:

• (i) any loss of Products through no fault of Bidali's;
• (ii) any loss of or damage to reputation or goodwill; any loss of business or opportunity, customers or contracts; any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, even if we are advised of or knew or should have known of the possibility of the same;
• (iii) any loss of use of hardware, software or data and/or any corruption of data; including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of currency exchange rate data; any error or delay in the transmission of such data; and/or any interruption in any such data;
• (iv) any loss or damage whatsoever which does not stem directly from our breach of this Agreement; and/or
• (v) any loss or damage whatsoever which is in excess of that which was caused as a direct result of our breach of this Agreement (whether or not you are able to prove such loss or damage).

9.3.3 Applicable law

The limitation of liability in this Section 9.3 is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the Bidali Services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, deliberate misconduct, for death or personal injury resulting from either our or our subcontractor's negligence.

9.4 No Warranties

The Bidali services are provided on an "as is" and "as available" basis without any representation or warranty, whether express or implied, to the maximum extent permitted by applicable law: specifically we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to the Bidali Sites, any of the Bidali Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.

We make no representations about the accuracy or completeness of historical or present currency exchange rate data available on the Bidali Site. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, debit cards, gift cards, vouchers, other prepaid products, rewards, and offers are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

9.5 Safety and Security of Your Computer and Devices

Bidali is not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services and social media platforms are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. Bidali customer support will never ask to screen share or otherwise seek to access your computer or account; similarly, we will not ask for your two factor authentication codes or passwords. Always log into your Bidali Account through the Bidali Sites or Mobile Apps to review any Transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

9.6. Force Majeure

We are not liable for any breach of the Agreement where the performance of any part of this Agreement by us is prevented, hindered, delayed or otherwise made impracticable by abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules. Such reasons may include, but are not limited to, any mechanical, electronic or communications failure or degradation, pandemic, tornado, earthquake, flood, riot, fire, online mob, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond our reasonable control. As such Bidali shall be excused from such performance of this Agreement to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, when prevented from performing our obligations within this Agreement hereunder by a force majeure event we will use our best efforts to recommence our performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

10. Feedback, Queries, Complaints and Dispute Resolution

10.1 Governing Law

These Terms and any action related thereto will be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. If you are a Consumer (as defined in Section 10.4), this does not take away the protection of the mandatory consumer protection laws of the place where you live.

10.2 Complaints

In the event of a complaint, please specify the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. We will acknowledge receipt of your complaint if you contact us via our Customer Support webpage. A member of our Customer Support team ("Officer") will consider your complaint. The Officer will consider your complaint without prejudice based on the information you have provided and any information provided by Bidali. Within 30 days of our receipt of your complaint the Officer will address all points raised in your complaint by sending you an e-mail ("Resolution Notice") in which the Officer will: (i) offer to resolve your complaint in the way your requested; (ii) make a determination rejecting your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative solution. In exceptional circumstances, if the Officer is unable to respond to your complaint within 30 days for reasons beyond Bidali's control, the Officer will send you a holding reply indicating the reasons for a delay in answering your complaint and specifying the deadline by which the Officer will respond to your complaint (which will be no later than 60 days from our receipt of your complaint).

10.2.1 Purchaser Complaints

Customers that have made purchases through the Bidali Services that wish to file a complaint regarding our Services should contact us via our Customer Support webpage, through our customer support chat window on the Sites and Mobile Apps, or via email to support@bidali.com. Alternatively you can contact us via mail or telephone as instructed in Section 16 (Contact).

10.2.2 Business Customer Complaints

Business Customers that purchase or distribute Products through the Bidali Services, or whose products we resell, that wish to file a complaint regarding our Services should contact us via our Customer Support webpage, through our customer support chat window on the Sites and Mobile Apps, or via email to support@bidali.com. Alternatively you can contact us via mail or telephone as instructed in Section 16 (Contact).

10.3 Resolution Offers

Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint.

10.4 Consumers

In this Section 10, a "Consumer" is an individual who uses the Services for personal, family or household purposes, and a "Business Customer" is a Customer that uses the Services for business, trade or professional purposes.

If you are a Consumer, the mandatory arbitration, class action waiver and jury trial waiver in Section 10.5 (Arbitration for Business Customers) do not apply to you. Instead:

• you may bring a claim in the courts (including small claims court) of the province, state or country where you live, or in the courts of Alberta;
• nothing in these Terms limits any right you have under consumer protection law to bring or take part in a class action or other class proceeding;
• nothing in these Terms limits your right to complain to a consumer protection authority; and
• after a dispute arises, you may choose to resolve it by arbitration instead of court, if you and we agree to do so in writing at that time.

10.5 Arbitration for Business Customers

This Section 10.5 applies only to Business Customers. If you are a Business Customer, you and Bidali (individually a "Party" and collectively the "Parties") agree that you will resolve any claim you have with us relating to, arising out of, or in any way in connection with this Agreement, us, or our Services (each, a "Dispute", and together, "Disputes") shall be finally settled in binding arbitration, on an individual basis, and you and Bidali hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). The exclusive jurisdiction of an IP Protection Action shall be the courts of Alberta, Canada and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating IP Protection Actions.

The arbitration will be conducted by a single, neutral arbitrator and shall take place in Calgary, Canada, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person, by telephone or video conference and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees.

If the arbitrator(s) or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If a court decides that any provision of this Section 10.5 (Arbitration for Business Customers) is invalid or unenforceable, that provision shall be severed and the other parts of this Section 10.5 (Arbitration for Business Customers) shall still apply. In any case, the remainder of this Agreement, will continue to apply.

If settlement of a Dispute cannot be obtained via arbitration you agree that you will file court proceedings exclusively in the courts in the province of Alberta, Canada and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such Disputes.

You and Bidali agree to keep confidential all matters relating to the arbitration, including related court proceedings, to the greatest extent practicable. For purposes of this arbitration provision, references to the you and Bidali also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized Users or beneficiaries of the Bidali Services. Nothing in this Section 10.5 (Arbitration for Business Customers) shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction.

10.6 Claims

You agree to contact us first and use the complaints procedure set out at Section 10.2 of this Agreement before seeking arbitration or filing a claim in court, so that we have a chance to resolve the issue informally. If you are a Business Customer and do not follow the procedures set out in this Section 10 before filing a claim, we shall have the right to ask the court or arbitrator to dismiss or stay your filing unless and until you complete the steps outlined above. Nothing in this Section 10 prevents you from complaining to a consumer protection, privacy or other regulatory authority at any time.

11. Data Protection

You acknowledge that we may process personal data or personal information in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with this Agreement, or the Bidali Services. Accordingly, you represent and warrant that:

• your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed;
• before providing any such personal data to us, you have read and understood our Privacy Policy and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy (as amended from time to time), to that individual; and
• if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.

11.1 Bidali as an Independent Controller

Bidali is an independent controller of the personal information it collects from Customers and from the end users of business Customers' products (for example, recipients of gift cards ordered through our APIs, SDKs or Plugins). This is because Bidali uses that information for its own purposes, including order fulfilment, fraud prevention, its Compliance Program and its legal obligations. Our Privacy Policy describes this processing.

11.2 Business Customers, API and SDK Partners

If you use our APIs, SDKs or Plugins, you must enter into Bidali's data processing addendum ("DPA"). You and Bidali are each an independent controller of the personal information each of you collects and processes for its own purposes under these Terms. Where Bidali processes personal information only on your documented instructions (for example, in a white-label arrangement), Bidali does so as your processor under the DPA, and the DPA governs that processing.

12. Fees

Please refer to our pricing page for more information on fees we charge and refer to our support page for information on the currencies and payment methods we support. We reserve the right to change our fee structure and pricing and/or the payment methods we support at any time. Your continued use of the Services after we notify you of any changes in our fees constitutes your acceptance of such change.

12.1 Gift Card & Voucher Issuance Fees

In general we do not charge fees directly to Customers that purchase Products using the Bidali Services. However, we do capture a percentage of the reseller/affiliate discounts we have negotiated with an individual Brand.

12.2 Network Fees

Payments made with Regulated Stablecoins may require a fee to be paid to the network's validators to confirm the validity of a Transaction ("Network Fee"). Network Fees are paid by the Purchaser when sending a Regulated Stablecoin payment and are not Bidali fees. Network Fees are not returned when a refund is executed, and the Network Fee required to send a refund may be deducted from the amount refunded.

12.3 Funding Fees

We may charge fees for adding Bidali One amounts to your account based on your choice of payment method. Please refer to our pricing page for more information.

12.4 Refund Fees

No fee is charged on a refund or redemption that applicable law requires (see Section 6.10). Any other full or partial refund we agree to make at our discretion is subject to a network fee to cover the cost of fulfilling the refund within a timely manner and will be deducted from the amount refunded. We may also charge an additional fee for performing the refund. Please refer to our pricing page for more information.

12.5 Currency Conversion

When a gift card or other Product is priced in a different currency from your Bidali One Balance or payment, we convert the price at the time of purchase. The exchange rate we apply, including any margin, is shown to you before you confirm the purchase.

13. Intellectual Property

13.1 Intellectual Property Rights

You acknowledge that: (a) the Services and Sites contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) Bidali and/or third parties own all right, title and interest in and to the Services and Sites and content that may be presented or accessed through the Services and Sites, including without limitation all Intellectual Property Rights therein and thereto. All rights not specifically granted under this Agreement are reserved to Bidali and its licensors. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

You agree that you will not, and will not allow any third party, to (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from, the Sites or Services, or content that may be presented or accessed through the Sites or Services for any purpose, unless otherwise permitted by this Agreement; (ii) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in the Sites or Services; or (iii) remove, obscure, or alter Bidali’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Sites or Services.

The content, arrangement and layout of the Sites and Services, including but not limited to the trademarks, photos, logos, videos, audio, images, text (in the form of plain text, HTML, or PDFs) and Computer Code are proprietary to Bidali, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of Bidali, or as permitted by the functionality of the Services or this Agreement. Any unauthorized use of the content, arrangement or layout of the Sites or Services, Computer Code, images, logos, videos, audio or trademarks found in the Sites or Services or any portion of or derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and Bidali may take action accordingly.

The above paragraph further applies to third party property used as part of the Sites or Services, including but not limited to third party Computer Code. For the purposes of the present section, "Computer Code" includes but is not limited to source code in any programming language, object code, frameworks, CSS, HTML, JavaScript, Objective-C, Swift, Java, Go, YAML or similar files, templates, modules, or any similar files, and related documentation.

13.2 Submitted Information

If you choose to communicate to Bidali (via any means) suggestions for improvements to the Sites or Services (collectively, "Feedback"), Bidali shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to Bidali and waive in favor of Bidali, its successors and assigns all your moral rights in the Feedback, and agree to provide Bidali such assistance as Bidali may require to document, perfect, and maintain Bidali’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Bidali, you are not entitled to any compensation or reimbursement of any kind from Bidali under any circumstances.

13.3 Trademarks

All gift card, prepaid card and product brands, including Visa and Mastercard, are independent of Bidali and may or may not be registered trademark of their owning entity. "Bidali.com", "Bidali", "Bidali One", "Giftcards by Bidali" and all logos related to the Bidali Services or displayed on the Bidali Site are trademarks or registered marks of Bidali or its licensors.

14. General Terms and Conditions

14.1 Limited License

We grant you a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Bidali Site and Services, and related content, materials, information (collectively, the "Content") solely for approved purposes as permitted by us from time to time. Any other use of the Bidali Site or Content is expressly prohibited and all other right, title, and interest in the Bidali Site or Content is exclusively the property of Bidali and its licensors. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. "Bidali.com", "Bidali", "Bidali One", "Giftcards by Bidali" and all logos related to the Bidali Services or displayed on the Bidali Site are trademarks or registered marks of Bidali or its licensors. You may not copy, imitate or use them without our prior written consent.

14.2 Website Accuracy

Although we intend to provide accurate and timely information on the Bidali Site, the Bidali Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Bidali Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Bidali Site.

14.3 Two-Factor Authentication

In order to access Bidali Services users are required to provide an email address and create a password. Bidali offers second factor authentication via a user's mobile device (Short Message Service, SMS, or a supported Time-based One Time Password, TOTP, application). A verified phone number is required to enable second factor authentication via SMS. Users are responsible for keeping electronic devices through which Bidali Services is accessed safe and maintaining adequate security and control of any and all security details that are used to access the Bidali Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of said electronic devices and ensuring that said electronic devices are password protected. Any loss or compromise of personal electronic devices or security details may result in unauthorized access of a user's Bidali Account by third-parties and the loss or theft of any Products held in your Bidali Account and the misuse of any associated accounts, including linked bank account(s) and credit/debit card(s). Users must keep security details safe at all times. For example, passwords and TOTP authentication seeds must be safeguarded and not shared or made visible to others. Bidali strongly recommends the use of password and second factor protected password managers to safeguard login credentials and Personal Identification Numbers, PINs, and/or biometric authentication features to safeguard second factor generating mobile devices.

14.4 Prohibited and Conditional Use

In connection with your use of the Bidali Services, and your interactions with other users and third parties, you agree to comply with the terms specified in our Restricted Use Policy.

14.5 Export Controls & Sanctions

Your use of the Bidali Services and the Bidali Site is subject to international export controls and economic sanctions requirements. By visiting the Bidali Sites or using the Bidali Services, you agree that you will comply with those requirements. You are not permitted to use any of the Bidali Services if:

• (a) you are in, under the control of, or a national or resident of a country ("Sanctioned Country"), or a person ("Sanctioned Person") or entity ("Sanctioned Entity") that Canada has engaged economic sanctions against; or
• (b) you intend to supply any acquired Products or Bidali Services to a Sanctioned Country (or a national or resident of a Sanctioned Country) or Sanctioned Person.

Refer to Section 2 (Prohibited Countries) of our Restricted Use Policy for the list of Sanctioned Countries.

14.6 Relationship of the Parties

Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, either you or Bidali to be treated as the agent of the other.

14.7 Privacy of Others

If you receive information about another user through the Bidali Services, you must keep the information confidential and only use it in connection with the Bidali Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effect a Transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the Bidali Services.

14.8 Password Security

In order to access Bidali Services you will be required to create or be given security details, including a username and password. You are responsible for keeping the electronic device through which you access Bidali Services safe and maintaining adequate security and control of any and all security details that you use to access the Bidali Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is encrypted and password protected. Any loss or compromise of your electronic device or your security details may result in unauthorized access to your Bidali Account by third-parties and the loss or theft of any Products held in your Bidali Account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others.

14.9 Security Breach

If you suspect that your Bidali Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or Bidali (together a "Security Breach"), you must notify Bidali Support as soon as possible by email free of charge at security@bidali.com or by calling us on +1 (855) 886-4830 (international charges may apply) and continue to provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.

14.10 Contact Information

You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you (including notices or alerts of actual or suspected Security Breach).

14.11 Taxes

It is your responsibility to determine whether, and to what extent, any taxes apply to any Transactions you conduct through the Bidali Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your Transaction history is available through your Bidali Account.

14.12 Unclaimed Property

If we hold unredeemed Products, and we are unable to contact you and have no record of your use of the Bidali Services for several years, applicable law may require us to report the Products as unclaimed property to the authorities in certain jurisdictions. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such Products to the authorities in certain jurisdictions as unclaimed property. We do not charge dormancy or inactivity fees.

14.13 Entire Agreement

This Agreement (including documents incorporated by reference herein) comprise the entire agreement between you and Bidali.

14.14 Interpretation

Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

14.15 Transfer

This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We may transfer or assign our rights licenses, interests and/or our obligations at any time, including as part of a merger, acquisition or other corporate re-organization involving Bidali, provided that this transfer or assignment does not materially impact the quality of the Bidali Services you receive.

14.16 Security Interests

You must not create security over your Products purchased or held on Bidali Services unless we say you can in writing.

14.17 Invalidity

If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision.

14.18 Enforcement of Our Rights

We may not always strictly enforce our rights under this Agreement. If we do this, it will be just a temporary measure and we may enforce our rights strictly again at any time.

14.19 Language

This Agreement and any information or notifications that you or we are to provide should be in English. Any translation of this Agreement or other documents is provided for your convenience only. In the event of any inconsistency, the English language version of this Agreement or other documents shall prevail.

14.20 Survival

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the sections relating to suspension or termination, Bidali Account cancellation, debts owed to Bidali, general use of the Bidali Services, disputes with Bidali, and general provisions, will continue to be binding and operate after the termination or expiration of this Agreement.

14.21 Governing Law and Jurisdiction

Except as expressly stipulated in this Agreement to the contrary, the terms of this Agreement and any action related thereto will be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein.

14.22 Customers outside Canada

Bidali sells to Customers in many countries. The consumer protection and gift card laws of your jurisdiction may give you additional rights that cannot be excluded by contract, and these Terms do not limit those rights. Gift cards and Prepaid Cards are also subject to the terms of the issuing Brand or issuer and to the laws of the place where they are issued. Where we publish country-specific terms for your country in Section 17 (Country-specific terms), they also apply to you.

15. Changes to Terms or Services

You agree to Bidali’s E-Sign Consent. We may modify the terms of this Agreement at any time, in our sole discretion. If we do so, we will post the modified Agreement on the Sites, and will notify you by providing you with a notice in a manner we deem reasonable including notifications within the Bidali Sites and Mobile Apps, and through other communications. It’s important that you review the Agreement whenever we modify it because if you continue to use the Bidali Services after we have modified the Agreement, you are indicating to us that you agree to be bound by the modified Agreement. If you don’t agree to be bound by the modified Agreement, you must stop using the Bidali Services.

Although we will strive to provide you with advanced notice where possible, where lawful we may indicate that the revised Agreement shall be effective immediately and if you do not agree with any such modification, you should close your Bidali Account and cease using the Bidali Services. The "last modified" date will be the date that the Agreement takes effect.

We may change or discontinue all or any part of the Bidali Services, at any time and without notice, at our sole discretion.

16. Contact

If you have questions or concerns regarding this User Agreement, or if you have a complaint, you should contact us at support@bidali.com, our support page, or by writing to us at:

Bidali Inc.
#300 - 1550 5 St SW
Calgary, AB, Canada
T2R 1K3

Telephone: +1 (855) 886-4830 (international call charges may apply)

Legal notices: legal@bidali.com and the mailing address above.

17. Country-specific terms

These country-specific terms apply if you live in a place listed below when you buy or use a Product. If they conflict with the rest of these Terms, these country-specific terms apply. Nothing in these Terms limits any right you have under the law where you live that cannot be excluded or limited by contract.

17.1 United States

• Before you buy a gift card, we show you its expiry date, if any, and any fees set by its issuer. The issuer sets those terms and is responsible for redeeming the gift card.
• Bidali One Balances do not expire and are not subject to dormancy, inactivity or service fees.
• If you live in a state that requires small balances to be paid in cash, you may ask us to pay out your Bidali One Balance once it falls below that state's limit, subject to Section 6.10. On the date of these Terms the limits are: California, under $15; Colorado, Maine and New Jersey, $5 or less; Montana, Oregon and Washington, under $5; Massachusetts, under $5; Rhode Island and Vermont, under $1. For a gift card balance, contact the issuer; we will help you do so.
• We may limit the total value of gift cards, Prepaid Cards and Bidali One that one person may buy, load or transfer in a day.
• Prepaid Cards are issued by their issuer under its cardholder agreement, which governs the card's expiry, fees and use.

17.2 United Kingdom

• You may cancel a purchase of Bidali One within 14 days of buying it. We will refund any part of that purchase you have not used.
• Gift cards are delivered immediately. Before you order, we ask you to agree that delivery starts straight away and to acknowledge that you will lose your right to cancel once the gift card code is delivered, and we confirm this in your order email. If you do not agree, you may cancel within 14 days provided the gift card has not been redeemed.
• Prices shown at the start of checkout include all mandatory charges.
• Your statutory rights are not affected, including your rights if a gift card code does not work as described.

17.3 European Union and European Economic Area

• Section 17.2 applies. In that section, "cancel" means withdraw from the contract.
• Where the law of your country sets a minimum period during which a gift card must be redeemable, that period applies. We show each gift card's expiry date or validity period before you buy and in your order email.
• Ireland. We sell gift cards to residents of Ireland only if they do not expire or are valid for at least five years from purchase. If a gift card can only be used in a single transaction and €1 or more is left after you use it, contact us and we will refund the balance.
• We apply the same conditions to all customers in the EU and EEA whatever their nationality or country of residence, except where the law requires otherwise.

17.4 Australia

• Gift cards and Prepaid Cards that we supply to you in Australia can be redeemed for at least three years from the date of purchase, unless the Australian Consumer Law exempts them. We show the expiry date before you buy and in your order email.
• We do not charge fees after supply, other than fees the Australian Consumer Law allows.
• Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law. Where these Terms say a Product is non-refundable, that is subject to those guarantees, rights and remedies.

17.5 United Arab Emirates

• Bidali One and Prepaid Cards may not be available to residents of the United Arab Emirates; the Services will tell you at checkout which Products you can buy.
• An Arabic version of these Terms is available on request from support@bidali.com.
• A change to these Terms applies only to orders you place after we have told you about the change. We will not change the terms of an order you have already placed.
• These Terms do not limit your rights under the consumer protection law of the United Arab Emirates.

17.6 Philippines

• Bidali One Balances do not expire. We will always honour your unused Bidali One Balance.
• Transfers of Bidali One between accounts may be limited or unavailable for users in the Philippines; the Services will tell you.
• We show each gift card's expiry date, if any, before you buy. Its issuer is responsible for redeeming the gift card.
• You can send complaints to support@bidali.com. You may also contact the Department of Trade and Industry.

17.7 Canada outside Alberta

• Quebec. Before you buy, we tell you the conditions of use of each gift card and of Bidali One and how to check the balance. Gift cards we sell to you and Bidali One Balances do not expire, and we do not charge fees to issue or use them. If your balance is $5 or less, you may ask for a refund: for Bidali One, we refund it; for a gift card, the merchant named on the card for refunds refunds it, and if the card names no such merchant, we refund it. Les présentes conditions sont disponibles en français sur demande à support@bidali.com; vous avez expressément choisi de les consulter en anglais.
• Ontario and British Columbia. Gift cards we sell to you and Bidali One Balances do not expire. We charge no fees on them other than fees the law of your province allows.

Appendix A: Partner & Affiliate License

All individuals, organizations, or affiliates that participate in our Affiliate Program are subject to our Affiliate Agreement.

Appendix B: Developer License

All applications, systems, platforms and websites that utilize our APIs, SDKs, Plugins, or developer documentation ("Developer Tools") are subject to our Developer Agreement. If you do not agree with our Developer Agreement then you may not use our Developer Tools.