Cultivate
Program Agreement
1. AGREEMENT AND SERVICES
This Program Agreement (the “Agreement”) consists of these terms and the quote signed by the parties (the “Quote”). The Quote will identify the program type or types selected, the products and services, program dates or term, fees, payment schedule, and any program-specific requirements. If a term in the Quote conflicts with these terms, the Quote controls for that program.
Cultivate will provide the products and services described in the Quote. Depending on the program type selected, services may include onsite gifting and event staffing; access to Cultivate’s online gifting platform (the “Platform”); a Gifting Suite or curated gift collection; or sourcing, purchasing, and delivery of a Gift Order. Terms that apply only to a particular service apply only when that service is included in the Quote.
The Agreement takes effect when both parties sign the Quote. The Client’s use of the Platform also confirms acceptance of the terms applicable to Platform use.
2. QUOTE VALIDITY, FEES, AND CHANGES
Unless the Quote states otherwise, quoted prices are valid for 30 days. Client will pay Cultivate the fees, costs, taxes, and other charges stated in the Quote and this Agreement.
Any change to the program scope, products, quantities, dates, destinations, or other requirements that affects services or fees must be set out in a written amendment under Section 10 before it takes effect. The amendment will describe the change and any related fee, prepayment, or invoicing adjustment.
For programs using the Platform, the Platform fee is $2,500. The fee is waived when the applicable program spend exceeds $10,000 or Client commits to spend at least $10,000 within a 12-month period. Platform shipping, handling, and estimated tax charges are described in Section 4. The Quote will state any gifting minimum, funding requirement, per-gift charge, and account replenishment terms. Fees identified as non-refundable in the Quote are non-refundable, except where applicable law requires otherwise.
3. PAYMENT, INVOICING, AND ACCOUNT FUNDING
Client must make the payments required by the Quote on time. For product orders, Cultivate may wait to place inventory or decoration orders until it has received the required payment, artwork, sizing, recipient information, and ship-to destinations. Delays in payment or required materials may affect availability, pricing, decoration timelines, and delivery dates.
If the Quote requires pre-funding a Platform account, the funds are a prepayment for services, are not held in trust or in a segregated or interest-bearing account, and may be used only for the program. Cultivate will deduct gift values and applicable charges as orders are sent. Any automatic replenishment arrangement and other account funding terms will be stated in the Quote.
4. TAXES, SHIPPING, AND DELIVERY
Cultivate will collect and remit applicable sales taxes and file related returns where required. For each Platform order, Cultivate will collect an estimated tax amount equal to 10% of the gift value, then reconcile it against the actual sales tax due based on the applicable ship-to location. Any tax overpayment will be credited to the Platform account or returned to Client in the final account reconciliation. For other services, sales tax will be calculated based on the applicable delivery or event location.
Client is responsible for freight and shipping charges, applicable taxes, duties, import charges, and other delivery expenses stated in the Quote or incurred in providing the services. Platform orders are charged shipping and handling equal to 15% of each order’s gift value. For other services, any freight or shipping quote is a nonbinding estimate based on information available at the time and may change due to destination, product source, product dimensions or value, carrier rates, or other factors. Delivery dates and shipping estimates are not guarantees unless the Quote expressly says otherwise.
For onsite programs, Client is responsible for venue-required receiving, storage, warehousing, insurance, and security costs for products, display materials, samples, and other program items, unless the Quote states otherwise.
5. PRODUCT AVAILABILITY, SUBSTITUTIONS, AND PRICE CHANGES
Products are subject to supplier availability, seasonality, shipping restrictions, and regulatory requirements. Cultivate does not own or warehouse products unless the Quote states otherwise. A curated collection represents a selection at a designated price point or theme and does not guarantee a particular item, brand, color, model, or supplier.
If a product becomes unavailable, a supplier changes its price, or another event outside Cultivate’s reasonable control affects supply, Cultivate may propose a reasonable substitute of comparable value to support timely program delivery. If a supplier increase or new tariff raises Cultivate’s costs, Cultivate may pass through the additional tariff or cost, or offer an appropriate substitute. Cultivate will notify Client of a material change when practicable. Any material change to the overall program scope or price will be handled through an amendment under Section 2.
If the Quote includes a Platform program, Cultivate may change collection prices, the shipping and handling formula, or Platform and setup fees on at least 30 days’ written notice. Changes will apply prospectively and will not retroactively change charges for gifts already funded and pending redemption.
6. PROGRAM-SPECIFIC TERMS
6.1 Onsite programs
Cultivate will provide onsite staff, event hours, and related services only as described in the Quote. If staff are available, Client may request additional staff or hours at the additional rates stated in the Quote or approved in a signed change order. Client will provide and pay for onsite staff hotel accommodations at the host location and, for international onsite programs, airport transportation, if specified in the Quote.
Orders received within 30 days of an event date, or within 60 days for an international program, may incur rush, expedited shipping, supplier, or additional program management charges. Any applicable rush charges will be communicated to Client and included in the Quote or a change order.
Force Majeure. If an event beyond the parties’ reasonable control, including severe weather, a natural disaster, a pandemic, or a governmental order, prevents or materially disrupts the event or makes the onsite gifting program impracticable, the onsite program will not be canceled. Client agrees that Cultivate will convert it to an online gifting program of equal total value, based on the program value stated in the Quote. The parties will work together promptly to adjust the recipient experience, gift selection, communications, and timing as needed. The converted program will be subject to the applicable online program terms in this Agreement, including applicable shipping, handling, and tax charges. Client is responsible for any additional costs resulting from the conversion. Any change to the total program value or additional charges must be set out in a written amendment signed by both parties.
6.2 Online and Gifting Suite programs
Every Gifting Suite program uses the Platform. Cultivate will provide Client with a Platform account for the program. For any program using the Platform, Cultivate grants Client a limited, non-exclusive, non-transferable right to access and use the Platform during the applicable term solely to create, fund, and send gifts for the program. Client is responsible for activity under its account and will not resell or sublicense access, reverse engineer or interfere with the Platform, or use it to transmit unlawful, harassing, or discriminatory content.
Gifts not redeemed before the applicable redemption window expires will expire. Any related funds will return to the Platform account for future eligible use, and will not be refunded in cash. Account balances have no cash value, may not be converted to cash, and may be used only for gifts and services through the Platform. Upon termination, any remaining balance will be reconciled under Section 9.
Client will comply with Cultivate’s Platform Terms & Conditions, available at cultivatepcg.com/terms-conditions, as applicable to its use of the Platform. Cultivate may suspend Platform access after notice if the account balance is insufficient or Cultivate reasonably believes the Platform is being misused.
6.3 Gift Orders
Gift Orders will be sourced, prepared, and delivered as described in the Quote. Client must provide accurate quantities, artwork, sizing, recipient details, and delivery information by the dates specified there. Products will be deemed accepted upon delivery, subject to any non-waivable rights under applicable law.
7. TERM AND RENEWAL
The program term, campaign window, or event dates will be stated in the Quote. If the Quote includes an annual Platform subscription, it will state the initial term and any renewal terms. Unless the Quote states otherwise, an annual Platform subscription renews for successive one-year terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
8. CLIENT RESPONSIBILITIES, PRIVACY, AND COMPLIANCE
Client represents that it has the lawful right to provide recipient information to Cultivate for the purposes of the Agreement. Cultivate will handle personal information as described in its Privacy Policy at cultivatepcg.com/privacy-policy. If recipients are in the European Union or United Kingdom, the parties will comply with Cultivate’s applicable Data Processing Agreement at cultivatepcg.com/data-processing-agreement.
9. CANCELLATION, SUSPENSION, AND TERMINATION
Either party may terminate this Agreement or an affected Quote for a material breach if the breach remains uncured 30 days after written notice. Either party may terminate for convenience by giving 90 days’ written notice for a domestic program or 120 days’ written notice for an international program, unless the Quote states a different notice period for the applicable program. Client remains responsible for fees and costs incurred, non-cancellable supplier commitments, services already performed, and any non-refundable fees through the effective termination date.
Cultivate may suspend affected services after notice as provided in Section 6.2. Upon termination, Platform access will cease and all outstanding payment obligations will become due. Cultivate will reconcile any prepaid account within 60 days, deducting pending redemptions and amounts due under Section 4, earned fees, non-refundable fees, and other amounts owed. Any remaining refundable prepayment will be returned to Client. Funds associated with expired, unredeemed gifts are governed by Section 6.2.
10. GENERAL TERMS
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, supply chain disruptions, carrier delays, governmental actions, or pandemics. The affected party will notify the other and use reasonable efforts to resume performance. For an onsite program, the conversion requirement in Section 6.1 applies if such an event prevents or materially disrupts the onsite event or program.
Neither party may assign this Agreement without the other party’s written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all its assets. Notices must be in writing and delivered to the addresses in the Quote; Platform-related notices may be sent electronically.
This Agreement, together with all Quotes and policies expressly incorporated into it, is the entire agreement concerning its subject matter and replaces prior agreements on that subject. Any amendment must be in writing and signed by both parties. If a provision is unenforceable, the remaining provisions remain effective. A failure to enforce a provision is not a waiver of the right to enforce it later.
Each person signing the Quote represents that they have authority to bind the party on whose behalf they sign.