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HomeMy WebLinkAbout2026-27 Yiftee - Commmunity Cards (Econ Subsidy)Yiftee Community Card Customer Agreement THIS AGREEMENT (the "Agreement") is made effective as of May 19 , 2026 (the "Effective Date") by and between Yiftee Inc., a Delaware corporation, with an address at 325 Sharon Park Drive #215, Menlo Park, CA 94025 ("Yiftee") and _ City of La Quinta _ with an address at 78495 Calle Tampico, La Quinta, CA, 253 _ ("Customer"). The parties agree a follows: 1. Definitions. 1.1 "Merchant" means a merchant, prospect or other contact that may be using or desire to use Yiftee Services to redeem eGifts. 1.2 "Participant" means a Merchant who has opted to participate in a Community Card by running an Activation Card and agreeing to the Community Card Merchant Agreement. 1.3 "Yiftee Services" means Yiftee's gift -giving platform. It is the technology foundation for Community Cards. 1.4 "Purchaser" means a person or entity that purchases or redeems eGifts. 1.5 "eGift" means a digital virtual gift voucher used as payment for goods or services at a Participant. 1.6 "Offer" or "Offers" mean specific benefits that Participants provide to consumers who use their Community Cards in their store, as determined by the Participants and posted on their eGift Card web page. 1.7 "Chargeback" means a purchase that has been disputed by the person who owns the credit card used to purchase an eGift. Chargebacks cause the amount of the purchase to be refunded to the cardholder out of Yiftee's bank account and often also include an associated fee. 2. Merchant Enrollment. 2.1 Merchant Enrollment Obligations (a) Customer will collect a set of Merchants who have elected to participate in the Yiftee Services. Merchants must all be located in the same state in the USA, due to varying gift card laws by state. Each Merchant must agree to the Yiftee Community Card Merchant Agreement located on the Yiftee.com website. Merchants who have not agreed to the Community Card Merchant Agreement will not be able to utilize the Yiftee Services to redeem eGifts. Customer will upload into the Yiftee Services or provide the names of the Merchants who intend to participate to Yiftee. Upon the agreed upon launch date, the billing for the Yiftee Services will begin ("Commencement Date"). This billing will include the agreed - upon cost for each Participant or group thereof as defined in Appendix A. (b) Yiftee will provide to Customer or directly to Merchants, upon receipt of the set of Merchant names in 2.1a, a set of unique Activation Cards to be run by each Merchant. Customer will inform Merchants of their individual Activation Card and provide instructions on its use. Additionally, Customer will inform Merchants that running the Activation Card implies consent to the Community Card Merchant Agreement located on the Yiftee.com website. Yiftee Community Card Customer Agreement, Revised 2025-10-30 (c) As Merchants run the Activation Cards, they will be included in the set of Merchants enabled to participate in the Yiftee Services, i.e. the Participants. Participant may also post their Offers to be available for eGift Card holders who redeem gifts in their stores. (d) Yiftee will bill Customer or Merchants as described in Appendix A. Customer can add or remove Participants and fees will be adjusted accordingly, if applicable. There will be no retroactive adjustments allowed by Yiftee (that is, a cancelled Participant's billing obligation will result in that Participant's cost to Customer, as defined in Appendix A, to be eliminated beginning only on the next annual billing cycle). A Participant may be added to the list of Participants at any time ("Enrollment Time"), with billing adjustment for said Participant to begin immediately and to be included in the current month's billing. (e) Each party shall comply with good, ethical and moral business practices and all applicable laws and regulations in engaging in any activities here under. (f) Fees and payment terms applicable to the subject matter here under shall be as set forth in Appendix A. Customer is not entitled to compensation other than what is described in Appendix A. (g) Customer is responsible and liable for any disputes or liability arising out of its relationships with Merchants and Participants, except with respect to any liability of Yiftee under this agreement. 2.2 Yiftee Materials. Yiftee may provide Customer with certain materials for use in conjunction with promoting the Yiftee Services here under ("Yiftee Materials"). No rights or licenses, express or implied, are granted in those Yiftee Materials or otherwise, except as expressly and unambiguously set forth in this Agreement. 2.3 Limited Licenses. Subject to the terms and conditions of this Agreement, Yiftee hereby grants to Customer, a non- exclusive, non -transferable, non -assignable, non-sublicensable right and license to access and use the Yiftee Services and Yiftee Materials solely for the purposes of Customer's performance of this Agreement. 2.4 Trademark License. Subject to the terms and conditions of this Agreement, Yiftee hereby grants Customer and Customer hereby grants Yiftee a non-exclusive, non -transferable, non -assignable, non-sublicensable, royalty -free license to use Yiftee's or Customer's name, trade names, trademarks, service marks, and logos (collectively, a party's "Marks") solely in connection with Customer's and Yiftee's promotion and marketing of the Yiftee Services, subject to written usage guidelines, if any, made mutually available. 3. Chargebacks. When purchasing eGifts using Purchasers' credit cards or other forms of payment using the Yiftee "Order Desk" functionality, or any purchase using Customer's Community Card account with a third party credit card that is not Customer's, Customer is responsible for verifying that the Purchaser owns the payment instrument and has authority to use it for said purchase. Should Yiftee receive a Chargeback, Yiftee will attempt to cancel any outstanding value on the eGift purchased and Customer will be liable for any remaining balance and fees incurred by Yiftee. Customer is not liable for Chargebacks for gifts purchased through the normal Yiftee eGift process where Customer is not party to the gift purchase. Yiftee Community Card Customer Agreement, Revised 2025-10-30 4. Ownership. As between the parties, Yiftee owns all right, title and interest in and to the Yiftee Services, Yiftee's Marks and the Yiftee Materials. Customer owns all right, title and interest in and to Customer's Marks. 5. Warranties Disclaimer. YIFTEE AND ITS LICENSORS MAKE NO WARRANTIES TO CUSTOMER, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING OUT OF USAGE OR TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE. 6. Liability Limitation. EXCEPT FOR LIABILITY ARISING UNDER SECTION 8, NEITHER PARTY (NOR ITS LICENSORS) WILL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHATSOEVER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE AND IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED THE GREATER OF $500 OR THE AMOUNTS PAID AND/OR PAYABLE BY YIFTEE TO CUSTOMER (AND/OR BY CUSTOMER TO YIFTEE, IF PAYMENTS ARE PAYABLE BY CUSTOMER TO YIFTEE IN ACCORDANCE WITH PROPOSAL) HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM. 7. Term and Termination. 7.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in full force on an annual period from the Effective Date, and thereafter shall automatically renew annually, unless and until either party terminates this Agreement pursuant to Section 7.2. 7.2 Termination. (a) Either party may, at its option, terminate this Agreement upon thirty (30) days written notice to the other party for any reason or for no reason whatsoever. (b) Either party may terminate this Agreement if the other party materially breaches a term of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of such breach from the non -breaching party. (c) Participants are obligated to honor all outstanding eGifts issued by Yiftee for the entire duration of those eGift's validity periods. Termination does not relieve Participants from honoring conditions outlined in the Community Card Merchant Agreement. 7.3 Effect of Termination. Upon any termination: (a) Yiftee retains the right to either identify an alternate manager or assume management of Yiftee Services effective immediately upon Customer termination. Yiftee agrees to modify the branding of the Community Card program, removing all references to Customer where possible and redirecting all inquiries to new management or Yiftee as appropriate. Yiftee agrees to proactively notify participating merchants of the change in program management with current contact information. If a new program manager is identified they will be required to execute a Community Card Agreement, (b) Customer shall immediately cease all promotion of the Yiftee Services and shall immediately return to Yiftee, or at the option of Yiftee, destroy, all Confidential Information (as defined below) of Yiftee disclosed to Customer, Yiftee Materials, and any Yiftee Services, hardware and software provided to Customer here under, (c) Yiftee shall immediately return to Customer, or at the option of Customer, destroy, all Confidential Information of Customer disclosed to Yiftee here under, and (d) all licenses granted under this Agreement shall immediately Yiftee Community Card Customer Agreement, Revised 2025-10-30 cease. The following Sections shall survive termination and remain in effect 11 4, 5, 6, 7.3, 8, 9 and 10. Any termination of this Agreement shall be without prejudice to any other rights or remedies available under this Agreement or at law. 8. Confidentiality. Because of this Agreement, the parties may have access to information that is confidential to the disclosing party ("Confidential Information"). Confidential Information shall include, without limitation, Purchaser lists and information relating to the parties' products and pricing and all information designated as confidential by the disclosing party at the time of disclosure. A party's Confidential Information shall not include any information which (i) becomes generally publicly available through no wrongful act or omission of the receiving party; (ii) is lawfully acquired by the receiving party from a third party without any breach of a confidentiality obligation; or (iii) is independently developed without use of or reference to the disclosing party's Confidential Information. Each party agrees to maintain the confidentiality of the other party's Confidential Information using the same degree of care that it uses with regard to its confidential information of like nature, but in no event less than reasonable care, and to protect as a trade secret any portion of the other party's Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefore. The parties acknowledge that money damages will not be an adequate remedy if this Section 8 is breached and, therefore, either party may, in addition to any other legal or equitable remedies, seek an injunction or other equitable relief against such breach or threatened breach without the necessity of posting any bond or surety. 9. Non -solicitation During the term of this Agreement, neither party will (on behalf of itself or any other person or entity) solicit any Purchaser or Merchant of the other party to restrict, limit, or terminate such Purchaser's or Merchant's participation in the other party's products and services. 10. Miscellaneous 10.1 Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither Customer nor Yiftee will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. 10.2 Choice of Law, Arbitration and Venue. This Agreement shall be construed and enforced exclusively pursuant to the laws of the State where Customer is domiciled, applicable to contracts to be performed wholly within the State. The parties agree that any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Santa Clara County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") 15 then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to Yiftee Community Card Customer Agreement, Revised 2025-10-30 institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. You understand and agree that Customer and Yiftee are waiving the right to a jury trial or trial before a judge in a public court. 10.3 Notices. Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or by facsimile transmission with confirmation, or three (3) days after mailing if mailed by First Class mail, registered or certified, postage prepaid, and addressed to the respective parties at the addresses set forth above, or at such other addresses as may be specified by either party pursuant to the terms and provisions of this section. 10.4 Assignment. Customer may not assign or otherwise transfer, without the prior written consent of Yiftee, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. Yiftee may freely assign or otherwise transfer this Agreement in connection with the sale of all or substantially all of its business or assets. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 10.5 Severability. Any provision of this Agreement that is determined to be unenforceable or unlawful shall not affect the remainder of the Agreement and shall be severable therefrom, and the unenforceable or unlawful provision shall be limited or eliminated to the minimum extent necessary to that this Agreement shall otherwise remain in full force and effect and enforceable. 10.6 The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Yiftee shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Yiftee's reasonable control, including, without limitation, necessary scheduled or unscheduled maintenance, mechanical, electronic or communications failure or degradation (including "line noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Participant except with Yiftee's prior written consent. Yiftee may transfer, assign or delegate this Agreement and its rights and obligations without consent. 10.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements between them, whether written or oral, with respect to the subject matter hereof, and may not be amended, modified or provision hereof waived, except in a writing signed by the parties hereto. No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such provision or a breach or waiver of any other provision of this Agreement. Yiftee Community Card Customer Agreement, Revised 2025-10-30 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. Customer's organization (Print): City of La Quinta YIFTEE, INC. Aut orized signature: Authorized signature: -Na e, Title: Jon McMillen, City Manager Name, Title: Tyson Senevoravong, Account Executive ATTEST: MONIKA RADE A, Clerk City of La Quinta, California APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California Yiftee Community Card Customer Agreement, Revised 2025-10-30 Community Card Customer Agreement APPENDIX A - Pricing Customer and Participants are not required to pay Yiftee a subscription fee or a revenue share. Purchasers pay the face value of the card plus a $1+5% of the eGift Card value eDelivery fee at the time of purchase. Bulk purchases of one thousand dollars ($1000) or more, and enterprise accounts may, at Yiftee's sole discretion, qualify for a reduced eDelivery fee by depositing funds into their Yiftee eGifting accounts by check or ACH and disabling credit cards. The ability for Customer or a sponsor to pay the eDelivery fee is available. Participants receive full value of redemptions less credit card processing fees upon redemption. Yiftee does not control these fees; they are set by the Merchant Acquirer who is their credit card processor. Where permitted by law, Yiftee will implement a monthly maintenance fee on purchased eGift Cards that have been inactive (i.e. no spending on the Card) for periods of greater than 12 consecutive months or longer if required by law. Yiftee eGift Cards other than Bonus Gifts paid for by a sponsor ("BOGO Gifts") do not generally expire. Subject to applicable laws, Yiftee may offer two options to qualifying corporate or other organizational buyers (not available for individual consumer purchase), only where the recipient has not given any money or other thing of value in exchange for the eGift and when the eGift Cards are distributed to a consumer pursuant to an awards, loyalty, incentive, or promotional program. Qualifying organizations may choose these options depending on their use of the eGift Card program. "Reward Cards" or "Patron Cards" are offered at face value, waving standard eDelivery fees. They expire in one year and no refund of unused amounts will be given. "Event Cards" have a short expiration period, require that the purchaser pay eDelivery fees, and the Purchaser may receive a rebate of the unspent balance less a restocking fee to Yiftee of 25% of the original eGift Card value not to exceed the remaining unspent funds. eDelivery fees are not refunded. Expiring eGift Cards do not incur maintenance fees. Yiftee is permitted to contract with any entity to provide different pricing structures than the above for gifts given as promotions, rewards or awards. "BOGO Gifts" or "Bonus Gifts" are promotional gifts that are awarded to qualifying Purchasers participating in a "Buy One Get One" program. The Bonus Gifts and their associated eDelivery fees are generally funded by Customer or a third party sponsor and have an expiration date and terms that are determined by Customer. Upon expiration, Customer may receive a rebate of the unspent balance less a restocking fee to Yiftee of 25% of the original eGift Card value not to exceed the remaining unspent funds. eDelivery fees are not refunded. Additional terms apply. Participants may choose, at their discretion, to post Offers to encourage Purchasers to use their Community Cards in their stores. Participants may choose, at their discretion, to offer rebates as fund raisers to local groups such as schools, churches and other non -profits. Such programs are an incentive for the local groups to sell Community Cards to their members, and for the Purchasers to use them in specific stores who are offering rebates. Yiftee will work with the Participants and Purchasers to execute such programs. No tipping is allowed on Yiftee eGift Cards. The maximum and minimum prices of gifts are determined by Yiftee in its sole discretion. Yiftee Community Card Customer Agreement, Revised 2025-10-30 38 CONSENT CALENDAR ITEM NO. 4 City of La Quinta CITY COUNCIL MEETIN( May 19, 2026 STAFF REPORT AGENDA TITLE: APPROVE COMMUNITY CARD CUSTOMER AGREEMENT WITH YIFTEE, INC FOR ECONOMIC DEVELOPMENT SUBSIDY FOR SMALL BUSINESSES IN LA QUINTA FOR FISCAL YEAR 2026/27 RECOMMENDATION Approve Community Card Customer Agreement with Yiftee, Inc. for economic development subsidy for small businesses in La Quinta for fiscal year 2026/27; and authorize the City Manager to execute the agreement. EXEVu i ivt aUMMARY • Yiftee, Inc. is a data -driven platform that specializes in community gift cards that can be spent anywhere in the City with participating retail and restaurant merchants. • Yiftee acts as a digital "buy local" engine where every dollar is guaranteed to be spent at a local brick and mortar establishment. • The City will create a $10,000 Shop Local matching funds campaign around summer months to foster community engagement and generate local sales tax revenue for small businesses. FISCAL IMPAC-i If approved, $10,000 will be allocated in fiscal year (FY) 2026/27 budget, in the Economic Development Marketing & Tourism Promotions account 247-0000-60461, to match participating dollars up to $50 per transaction and not to exceed $10,000 per FY. BACKGROUND/ANALYSIS City staff worked with La Quinta small businesses to find additional resources to assist with a Shop Local campaign. Yiftee, Inc. has created a service that allows merchants to participate with minimal labor while delivering large results. The digital gift card works on the existing Mastercard network and does not require additional training, extra hardware, and very little onboarding time. The City's financial commitment to the program is an economic development incentive through "fund matching" up to $50 per transaction and per participant, with a total not to 31 exceed $10,000 for the initial campaign in FY 2026/27. Every dollar the City invests in Yiftee, Inc. is locked in the local economy and only valid in La Quinta. Data shows that customers using a gift card often spend 20 — 50% more than the value of the card itself. Under the proposed Shop Local e-gift card program, every matching bonus dollar contributed by the City can only be redeemed at participating La Quinta brick and mortar businesses that generate local sales tax revenue. As a result, the City's matching funds are reinvested directly into the local economy rather than spent in other jurisdictions or through online retailers. By leveraging each City dollar into additional in-store spending, the program supports local businesses, jobs, and community services while helping strengthen the City's sales tax base. The City will determine an expiration date for the matching contribution, which can range from a month to a year. Upon expiration, any unspent premium funds will be refunded to the City's account, minus 10% of the face value of each premium card that still has a balance. For example, if the City pledges $10,000 for the Shop Local campaign during the summer months (May — September) and only $5,000 of it is spent within the allocated period, the City will receive the remaining $5,000 back, minus 10% of the face value of any outstanding cards. The unused funds are refunded into the City's account and can either be applied towards a future City campaign or refunded back to the City. Yiftee, Inc. has partnered with the Cities of Palm Springs, Rancho Mirage, and Palm Desert for the same services, and has successfully launched this program in multiple cities, including Sacramento, Murrieta, Berkeley, etc. ALTERNATIVES Council may choose not to approve the proposed agreement. Prepared by: Marcie Graham, Marketing Manager Approved by: Jon McMillen, City Manager Attachment: 1. Community Card Customer Agreement with Yiftee, Inc. 32