GO4 Business

SERVICE AGREEMENT

Last Update: Aug 12, 2025

  1. Promotion Overview. Client authorizes GO4 to promote and facilitate the Promotions set forth in subsequent Campaign Agreement(s) which promote and distribute Vouchers and/or Gift Cards (collectively referred to as the “Gift Card” or “Gift Cards”) in accordance with this Agreement and subject to GO4’s Terms of Use and Terms of Sale, incorporated herein by reference and will form a part of this Agreement as if set forth herein in their entirety. Client is the seller of its goods and services described in the Gift Card. The Gift Card will evidence Client’s goods and services and be sent to the Customer electronically. The Customer may thereafter redeem the Gift Card from the Client by presenting the Gift Card using their mobile device. The Official Rules (“Official Rules”), incorporated herein by reference and will form a part of this Agreement as if set forth herein in their entirety, which may be updated from time to time in GO4’s sole discretion, provide the rules concerning the Promotions. Client shall abide by all Official Rules at all times during the For clarity, prizes won do not require a purchase. Gift Cards are purchased by customers and restrictions can be applied.
  1. Duties of the Client. (a) Client shall be responsible for all customer service in connection with the Promotion and for supplying all goods and services specified in the Promotion. If the goods and services specified by the Gift Card are no longer available, the Client must allow the Customer to redeem the Gift Card toward any goods or services then offered by the GO4 reserves the continuing right, but shall not be obligated, to reject, revise, or discontinue promoting any Promotion and Gift Card to conform the Promotion and Gift Card to GO4 specifications or applicable law. (b) Client will honor the Gift Card for their Full Offer Value through the Promotional Value Expiration. After the Promotional Value Expiration, Client shall allow Gift Cards to be redeemed for the Amount Paid. CLIENT ACKNOWLEDGES THAT, NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT OR PERMITTED BY APPLICABLE LAW, CLIENT WILL CONTINUE, INDEFINITELY, TO HONOR THE GIFT CARD FOR THE AMOUNT PAID. (c) Client agrees that so long as an appointment is made for the redemption of a Gift Card before the Gift Card’s Promotional Value Expiration, the Gift Card will be honored for the Full Offer Value without restriction, even though the services may be provided after the Promotional Value Expiration. (d) Client shall ensure that the Gift Cards comply with any and all laws that govern vouchers, gift cards, coupons, and/or gift certificates, including but not limited to the Credit Card Act of 2009 and any laws governing the imposition of expiration dates, service charges or dormancy fees related to the Promotion on the face of the Gift Card. To the extent required by applicable escheat or abandoned or unclaimed property laws, Client shall be solely responsible for and agrees to report and pay over to the applicable local, state or federal governmental agency any unredeemed cash value of any Gift Card issued under this Agreement. Client is responsible for keeping track of the cash Amount Paid by the Customer for the Gift Card and any unredeemed balance of that cash amount to ensure compliance with this section. (e) The Client agrees to provide to GO4, no later than fourteen (14) calendar days before the applicable Promotion start date set forth in the Campaign Agreement, as applicable in camera-ready form or such other digital media and file formats as GO4 may specify, advertising display materials to be utilized in the Promotions. The advertising display materials shall include (but not necessarily be limited to) artwork, videos, graphics, images, and text to be used in the Promotions. In this Agreement, the advertising materials are sometimes referred to as “Content.” It is contemplated that the Client and GO4 shall consult together regarding the Content, prior to its initial submission to GO4. GO4 may reject any Content which GO4, in its sole discretion, determines to be contrary to the Promotion’s interest, contrary to GO4’s interest or policies, or in conflict with any portion of the Promotion. (f) The Client agrees that upon any failure of the Client to submit Content timely, GO4 shall have the right to postpone the Promotion, business day-for-business day, in accordance with the delay in Content submission.
  1. Duties of GO4. (a) GO4 shall conduct and administer the Promotions in accordance with the terms hereof and GO4’s normal practices and procedures. Such conduct and administration shall include the use of GO4’s proprietary interactive Kiosk terminals deployed in public spaces, web-based promotions, and adjunct applications accessible to mobile devices and email. (b) GO4 shall issue Promotions Gift Cards in digital format. (c) GO4 shall provide the Client with data and/or reports which evidence the progress and transaction history of the Promotions. (d) GO4 shall make and maintain all governmental filings and reports required by law in connection with the Promotions. GO4 shall comply with the CARD Act and any related state laws related to gift card expiration.
  1. Compensation to Client. GO4 operates two types of compensation programs:
  1. Pay-to-Play Tournament – The Client provides the prize(s) and offers for the An entry fee is collected and retained by GO4 to operate the service. The Client agrees to provide and honor all prizes and offers.
  2. Revenue Sharing on Sold Offers – GO4 will share revenue from offers sold in connection with the Client’s Promotion. The gross sale proceeds received by GO4 for the Client’s Promotion are referred to as the “Compensation ”

With Revenue Sharing, GO4 will remit to the Client one hundred percent (100%) of the earned Compensation Amount for all redeemed gift cards during a calendar month (or other remittance interval set forth in the Campaign Agreement) within ten (10) days after the end of that month.

Notwithstanding the foregoing, the Client acknowledges and agrees that GO4 may withhold payment of any Compensation Amount if the Client is in default under this Agreement, until such default is cured. GO4 retains title and ownership of all Compensation Amounts until the Client fulfills all obligations under this Agreement and delivers the goods or services as required.

If the Client is unwilling or unable to fulfill its obligations, GO4 may withhold future payments and/or request reimbursement from the Client for any unredeemed or refunded gift cards.

The Client authorizes GO4 to initiate ACH credit transactions to the Client’s designated bank account. In the event of an error, the Client further authorizes GO4 to initiate debit entry adjustments to the same account.

  1. Tax Matters. (a) It is Client’s responsibility to determine what, if any, taxes apply to the payments Client makes or receives, and it is Client’s responsibility to collect, report and remit the correct tax to the appropriate tax GO4 is not responsible for determining whether taxes apply to Client’s transaction with either Customers or GO4, or for collecting, reporting or remitting any taxes arising from any transaction with or by Client and Customer. Client may be asked to provide GO4 with a valid Tax Identification Number for tax reporting purposes. An IRS Form 1099 may be issued in Client’s name for the value of payments made. Notwithstanding anything else in this Agreement, Client shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Client is required to be so registered in connection with the Promotion, and shall be responsible for paying any and all sales, use or any other taxes related to the Promotion or the goods and services. (b) Client bears sole financial responsibility for any and all sales, use, excise, general, or other similar taxes, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by this Agreement between GO4 and Client (“Transaction Taxes”), if any. GO4 shall apply the applicable Transaction Tax to the amounts it retains and/or other fees remitted to GO4 pursuant to this Agreement. Transaction Taxes are calculated using the Client’s billing address and will be included on invoices. Tax rates are subject to change. If applied, Transaction Taxes will be calculated at the time of each payment using the rates in effect under current law. (c) GO4 may be required by tax authorities to withhold taxes on behalf of Client. GO4 reserves the right to deduct any such taxes from amounts due to Client and to remit them to the appropriate tax authority. GO4 may also be required to report the withholding tax payments to the tax authorities. GO4 shall provide evidence of payment of withholding taxes to Client no later than sixty (60) days after payment of the withholding taxes. (d) Client agrees to defend, indemnify, and hold harmless GO4 and its affiliates, and their respective officers, directors and employees from and against any and all claims, liability, damages, judgments, lawsuits, causes of action, legal proceedings, demands, fines, penalties, loss, costs, expenses (including reasonable outside attorneys’ fees and expenses) asserted by a tax authority arising from (i) unpaid taxes, or (ii) Client’s violation of this section.
  1. Intellectual Property Rights. The Client acknowledges that in developing, conducting and administering the Promotions, GO4 will develop, deploy and use certain proprietary methods, technology, trademarks, software and other works of authorship and copyrighted materials, trade secrets and other intellectual property owned by GO4. All systems used in the display, advertising, and distribution of Promotions, customer lists, Customer engagement data, reports, report formats, specifications, programs, diagrams, work product, and user documentation, irrespective of the medium in which fixed, developed in whole or in part by GO4 shall be owned exclusively by GO4. In this Agreement, the foregoing are sometimes referred to collectively as “GO4’s Intellectual Property.” The Client acknowledges and agrees that it shall not have any moral right or proprietary or ownership interest in GO4’s Intellectual Property or any derivatives or localizations of it.
  1. No Assurances Regarding Effectiveness of the Promotions. Client expressly acknowledges and agrees that GO4 has not made, and the Client has not relied upon, any express or implied representation or warranty as to: (a) the amount of sales that could or may be derived from the Promotions, or (b) that the Promotions will be favorably received by the GO4 shall not incur any liability to the Client based on any claim that the Client has failed to increase Client’s revenues that should have been realized through the conduct of the Promotions or GO4’s performance under this Agreement.
  1. Force Majeure. The Parties shall be excused from performance under this Agreement and shall have no liability to the other for any period such Party is prevented from performing any of its obligations (other than payment obligations), in whole or in part, as a result of causes beyond such Party’s control, including, and not limited to fire, accident, pandemic, strike, terrorist acts, acts of war, civil disturbances, changes in applicable law or interpretation of Either Party shall promptly, upon such an occurrence, notify the other of any such force majeure that causes it to be unable to timely perform any duty under this Agreement. The delayed Party shall further provide the other with a written statement setting forth the reasons for the delay and its specific plans with respect to its future performance if the delay lasts for more than three (3) days. The delayed Party shall promptly resume its performance hereunder upon the removal of any event within this section.
  1. Exclusivity. Upon execution of the Agreement, Client agrees that Client will not promote a prize or game promotion similar to the Client’s game Promotion described in this Agreement for six (6) months following the Effective The running of any such Promotion shall be deemed a Material Breach.
  1. Mutual Confidentiality. GO4 acknowledges that non-public business information about the Client’s Promotion activity is Client’s confidential business information. The Client acknowledges that non-public information about GO4’s Promotion services, the Promotions, GO4’s Intellectual Property, the terms set forth in this Agreement and any subsequent Campaign Agreement(s) or any other information regarding GO4’s marketing practices, procedures or systems that are involved in the Promotions is GO4’s confidential business information. Therefore, both Parties agree to take reasonable precaution to protect each other’s confidential and/or non-public business information (including without limitation the information identified in the preceding sentences) and in any event, agree to refrain from passing such information into the public domain, using such information for any purpose aside from in furtherance of this Agreement, and from communicating the other party’s confidential business information to others. This obligation shall survive the termination of this Agreement for two (2) years after such termination. The obligations of this section shall not apply to (a) any information which either Party can show it possessed prior to the information’s disclosure by the other Party, or (b) was or has become available to the public domain without breach of this Agreement, or (c) is independently developed as evidenced by written or other tangible or documentary evidence, or (d) is required by law to be disclosed. Notwithstanding any of the foregoing, it shall not be a breach of this Agreement for GO4 to utilize data collected in the course of conduct of the Promotions for preparation of industry studies, statistical studies, marketing reports and other analytics, and to publish the same, provided that such reports do not identify the Client or natural persons who participate in the Promotions.
  1. Use of Name and Publicity. Client hereby grants GO4 a free, limited license to use and display Client’s identity, trade name, trademarks in GO4’s website and marketing materials. GO4 may represent in print and electronic advertising materials that Client utilizes GO4’s
  1. The Client’s Representations and Warranties. The Client represents and warrants that: (a) Client has the right, power and authority to enter into this Agreement; (b) Client is registered for sales and use tax collection purposes in states in which Client’s goods and services will be provided; (c) the Gift Card, upon being delivered by GO4, shall be available immediately for redemption; (d) the terms and conditions of the Gift Card, including any discounts or goods and services offered thereunder, do not and will not violate any, local, state or federal law, statute, rule, regulation, or order, including but not limited to, any law and/or regulation governing the use, sale, and/or distribution of alcohol and any laws governing vouchers, gift cards, coupons, and/or gift certificates; (e) the Gift Card and any advertising or marketing of Client’s goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law; (f) Client holds all necessary regulatory documents and authorization documents, if any, required to make any Offers and provide the goods or services described therein; (g) any and all Content and advertising materials that the Client submits to GO4 shall not contain any infringing, false or deceptive material; (h) Client has the right and license to use and display trademarks and Content of the Client in connection with the development and conduct of the Promotions; (i) Client has sufficient capabilities and inventory to honor all Gift Card, and will honor and fulfill all Gift Cards; (j) The Client shall cooperate with GO4 to resolve any Customer complaints received by the Client or GO4 related to the Promotions or their conduct; (k) this Agreement has been duly approved and is the valid and binding obligation of Client.
  1. GO4’s Representations and Warranties. GO4 represents and warrants that: (a) GO4 shall make reasonable efforts to protect personal-identifying information collected in the conduct of the Promotions from unauthorized access to or unauthorized alteration, disclosure or destruction; and (b) this Agreement has been duly approved and is the valid and binding obligation of GO4.
  1. Indemnification. GO4 shall indemnify, defend, and hold harmless the Client against any liability, damage, loss, or expense (including reasonable attorneys fees and expenses of litigation) incurred by any third party claims, suits, actions, demands or judgments under any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability) resulting from or arising out of the practice or use of GO4 services or platform (or any part thereof) by GO4.Client agrees to defend, indemnify and hold harmless GO4 and its affiliates, and their respective officers, directors and employees from and against any and all claims, liability, damages, judgments, lawsuits, causes of action, legal proceedings, injuries, death, demands, fines, penalties, loss, costs, expenses (including reasonable outside attorneys’ fees and expenses) asserted by a third party arising from (i) a breach of any representation, warranty, obligation, agreement or covenant made by Client hereunder, (ii) the negligence or willful misconduct by Client or its Affiliates, (iii) or the infringement of any third party copyright, or any other third party intellectual property right.
  1. Termination. Beyond the termination provisions in the Campaign Agreement, and subject to the cure period set forth herein, either Party may terminate this Agreement in the event of the other Party’s Material Breach. For purposes of this Agreement, “Material Breach” means a breach that constitutes a material and substantial failure to perform such Party’s obligations under this Agreement.

If a Material Breach occurs, the non-breaching Party must, within five (5) days of discovering the breach, provide the breaching Party with written notice specifying the breach and the required remedy. The breaching Party shall have thirty (30) days from the date of such notice to cure the breach. If the breach is not cured within the thirty (30) day period, the non-breaching Party

Notwithstanding the foregoing, termination of this Agreement shall not affect (i) the Customer’s right to use any issued gift cards or vouchers, or (ii) the Client’s obligation to honor the redemption of such gift cards or vouchers. All provisions of this Agreement that by their nature should survive termination—including, without limitation, any payment obligations owed to GO4—shall survive.

  1. Subject to the cure period set forth herein, either Party may terminate this Agreement in the event of the other Party’s Material Breach hereof. As used herein, “Material Breach” means a Party’s breach that constitutes material and substantial non-performance of such Party’s obligations under this Agreement. Upon a breaching Party’s Material Breach, the non-breaching Party must, within five (5) days of the Material Breach, give the breaching Party written notice of the Material Breach, along with a demanded remedy, which shall occur within thirty (30) days from the date of the If not corrected within the thirty (30) day period, the non-breaching Party will be entitled to give a termination notice to the breaching Party. If the breaching Party cures the issue(s) within the thirty (30) day timeframe, then the non-breaching Party’s right to terminate will be automatically withdrawn. Anything to the contrary notwithstanding, the termination of this Agreement shall not in any way affect the Customer’s usage of the Gift Card, or Client’s obligation for redemption of the Gift Card. The remaining sections of this Agreement and any claims for payments due GO4 shall survive any termination of this Agreement.
  1. Governing Law. The internal laws of the state of Florida and the United States of America shall govern: (i) the validity and interpretation of this Agreement, (ii) the performance by the Parties of their respective obligations hereunder, and (iii) all other causes of action (whether sounding in contract or in tort) arising out of or relating to this Agreement or the termination of this Agreement.
  1. Dispute Resolution.(a) Except as specifically stated herein, any dispute or claim between Client and GO4 and/or its subsidiaries, affiliates, and/or any of their respective members, officers, directors, and employees (all such entities collectively referred to herein as the “GO4 Entities”) arising out of, relating in any way to, or in connection with this Agreement (“Dispute”) shall be resolved exclusively by: (i) first, upon written notice furnished by one Party to the other Party (in the case of a GO4 Entity, to legal@GO4.buzz), in good faith to settle the dispute by confidential mediation administered by a mediator selected by GO4. The Parties shall bear the mediator’s costs in equal portions. (ii) second, if the Parties cannot settle the dispute in the confidential mediation, then final, binding arbitration. By virtue of this Agreement, Client and GO4 are each giving up the right to go to court and have a Dispute heard by a judge or jury (except as otherwise set forth herein). These provisions shall constitute Client and GO4’s written agreement to arbitrate Disputes under the Federal Arbitration Act. The arbitration will be administered by the American Arbitration Association (“AAA”), conducted before a single arbitrator, and except as otherwise set forth herein, pursuant to its rules, including, without limitation, the AAA’s Commercial Arbitration Rules. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award, if (b) Each Party shall bear fifty percent (50%) of all filing, administration, and arbitrator fees. The arbitration will be conducted based upon written submissions unless either Party requests, and/or the arbitrator determines, that a telephone or in-person hearing is necessary. In addition, the Parties hereby unconditionally agree that (1) the arbitrator’s decision shall be controlled by this Agreement; (2) the arbitrator shall apply Florida law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; and (3) in the event the AAA is unavailable or unwilling to hear the Dispute, the Parties shall agree to another arbitration provider. (d) The Parties each agree that each Party shall bring any Dispute against the other in their respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, each Party agrees that Disputes shall be arbitrated only on an individual basis and not in a class, consolidated, or representative action and that the arbitrator may award relief (including injunctive relief) only on an individual basis. The arbitrator does not have the power to vary these provisions. (e) If for any reason a Dispute proceeds in court: (i) Client and GO4 agree that any Dispute may only be instituted in a state or federal court in Orange County, Florida; (ii) Client and GO4 irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; and (iii) Client and GO4 agree to waive any right to a trial by jury. Client and GO4 agree that the Federal Arbitration Act, the AAA rules, applicable federal law, and the laws of the State of Florida without regard to principles of conflicts of law, will govern any and all Disputes. (f) Notwithstanding anything to the contrary herein, either Party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to the infringement of a Party’s intellectual property. (g) If any part of this Dispute Resolution provision is ruled to be unenforceable, then the balance of this Dispute Resolution provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein. (h) The prevailing party shall be entitled to recover arbitration fees, costs and necessary disbursements from the other party, in addition to any other relief to which the prevailing party may be entitled.
  1. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE RESPONSIBLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL AND PUNITIVE DAMAGES, ALL OF WHICH ARE EXPRESSLY EXCLUDED AND THE PARTIES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SUCH DAMAGES FROM THE OTHER.
  1. Assignment. This Agreement shall inure to the benefit of the respective successors and assigns of the Parties This Agreement is personal to Client and may not be assigned by Client except with the written consent of GO4. GO4 shall have the right to assign its rights hereunder only to its affiliates, or to an entity which has purchased substantially all of the assets of GO4.
  1. Modification and Waiver. No modification of this Agreement and no waiver of any right under it shall be of effect unless evidenced by a writing in hard copy, duly executed by an officer of the Party to be bound by the modification or waiver.
  1. Complete Understanding. This Agreement and any exhibits and schedules attached hereto reflect the complete understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior discussions and understandings, oral or otherwise, between the Parties. This Agreement may not be altered or modified without the express written approval of both Parties.
  1. Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by the arbitrator, (i) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with governing law, and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect.
  1. Interpretation. The section headings in this Agreement have been inserted for purposes of convenience and shall not be used for interpretive purposes. Unless the context otherwise indicates, the singular includes the plural and the plural indicates the singular.
  1. Notices. All notices shall be delivered in writing to the other party via courier or certified or registered mail. Written notices to Client shall be addressed to Client’s address set forth on page one of this Agreement, attention to Legal Department, and written notices to GO4 shall be addressed to GO4’s address set forth on page one of this Agreement, attention to Legal Department.
  1. Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same In the event that any signature is delivered by facsimile transmission or by electronic mail delivery of a “.pdf” format data file or other mutually executed data file format, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” or other mutually executed data file format signature page were an original thereof.
  1. Definitions.
    1. “Amount Paid” means the amount a Customer pays for each Gift This amount shall never expire.
    2. “Customers” means the individuals who have created an account with any GO4 mobile app or Kiosk and who have purchased or otherwise received a Gift Card from GO4.
    3. “Full Offer Value” means the Amount Paid plus the Promotional
    4. “GO4 Account” means a Customer’s registered account on any GO4 mobile app or Kiosk which allows them to participate in game promotions.
    5. “GO4 Gold” means the loyalty points earned by the Customer from their participation in prize promotions, purchasing offers, and other activities that Clients want to reward.
    6. “Kiosk” means the commercial cabinet owned and operated by GO4 by which the Customers can access Client’s Promotions.
    7. “Mobile Wallet” means the Customer’s digital wallet accessible through their GO4 Account on GO4’s mobile phone app which is used to electronically store Gift Cards that are purchased or earned by the Customer.
    8. “Offer” means the special offers offered by Clients to Customers through GO4 which are detailed in the subsequent Campaign Agreement(s).
    9. “Promotional Value” means the portion of the Full Offer Value that exceeds the Amount
    10. “Promotional Value Expiration” means the date after which the Gift Card may only be redeemed by a consumer for the Amount Paid, as is set forth in the Campaign Agreement.
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