GIFTD TECHNOLOGIES AGREEMENT

 

Dated and Effective 09 May 2016

Giftd Technologies Limited, a company with its registered address in Cyprus, together with its subsidiaries (collectively, “GIFTD” or “Company”), offers digital marketing Services, enabling its Partners to issue offers, rewards, discounts and privileges to their users via distribution of coupons, promo codes, free cards, vouchers and digital offers for points, cash-backs, goods or services, or in other legitimate forms for sales promotion and facilitation of the desired user’s actions.

Use of the products and services, that the Company provides, including all materials presented herein is subject to the following Terms and Conditions . These Terms and Conditions apply to all site users, clients, and all other visitors of the Site and Apps. By using the Services, you agree to Terms and Conditions, without modification, and acknowledge reading them. You also acknowledge that by visiting GIFTD (on http://giftd.tech, or using other online or offline GIFTD products), you agree to be bound by these Terms and Conditions located at https://giftd.tech (Agreement).

Privacy

GIFTD considers protecting the privacy of your personal data very important, and has developed a Privacy Policy describing GIFTD data collection policies and practices. These Terms and Conditions includes the Privacy Policy which is available at http://giftd.tech. You agree that GIFTD Privacy Policy is applicable to your use of the Services.

Definitions

“Dashboard” means a content management and informational system relating to the Platform accessible to corporate clients at http://giftd.tech and other GIFTD online resources, which enables clients to: (i) set up, manage and receive information about its Promo Codes and Partner Gift Cards relevant for the client’s business and (ii) analyse data reports relating to Clients’ interaction with the Platform and (iii) pay for Services with a bank card on a monthly recurring basis;

“Commission Payment” means a recurring monthly variable fee amount equal to a percentage of the Total Completed Order Value, for the previous Month or part of such Month (if applicable), or payable by the Partner to GIFTD;

“Fixed Payment” means a recurring monthly fixed fee amount payable in advance or in arrears by the Partner;

“Partner" is a legal entity, entrepreneur or other business entity, offering Partner Products and Services, and using GIFTD. Partner should use GIFTD via a representative, who acknowledges that he or she is:

If it becomes known that the information provided by the Partner is in any way incorrect, GIFTD has the right to restrict access partially or entirely to the Services.

“Client” – any user or visitor of the site, social networks pages or other points of sales or business premises of the Partner over 18 years of age, who received or acquired any Promo Code or Partner Gift Card.

“Online Payment” means any online electronic payment for an Order by the Clients of the Partner, using a bank card, electronic money, mobile telephone account, bank account, or other relevant online payment method;

"Month" means a calendar month;

“GIFTD Apps” means web apps, plugins, pop-up windows, or native mobile applications accessible on a smartphone or a tablet;

“Platform” means GIFTD online platform and consists of: (i) mobile-device software applications for iOS, Android and/or any other mobile operating systems (ii) the GIFTD website at http://giftd.tech and/or (iii) any GIFTD I-Frame located on the website and/or Facebook or other social network’s page of the Partner;

"Services" means services offered by GIFTD enabling Giftd Partners to issue offers, rewards and discounts to Clients via distribution of coupons, promo codes, free cards, and digital offers for points, cash-backs, goods or services, or in other legitimate forms to increase loyalty and facilitate desired Clients’ actions;

“Partner Products” means goods or services of the partner arising as a result of entrepreneurship activities carried out by the Partner or satisfaction of demands of the Clients and executed by the partner on its behalf in the premises or via online resources which are in the legal possession of the Partner. Terms and conditions of the provision of Partner Products redeemed for or with the assistance of the Promo Codes or Partner Gift Cards as well as other necessary information are provided for in the Request for the issuance of the Promo Codes or Partner Gift Cards.  Partner guarantees that the Partner Products are offered to the Client in full compliance with the applicable law and that the Partner has all the necessary permissions, licenses and authority to offer the Partner Product to Clients, and that the Partner has full legal power to enter in any relationships with the Clients in connection to or with consequences of such offer. The Partner is solely responsible for all Partner Products purchased with or without the usage of Services;

“Specific Conditions” means the terms and conditions of Promo Codes or Partner Gift Cards on which the Promo Codes or Partner Gift Cards are offered to Clients, and include the descriptions of the details and conditions of each Promo Code or Partner Gift Card. Specific conditions are determined by the Parties in the Dashboard and in detail define the description of the Promo Codes or Partner Gift Cards, their tenor, amount, price, discount, formula for the calculation of the price of the Promo Code or Partner Gift Cards and conditions including limitations and other requirements for their redemption for the Partner Products. Specific Conditions prevail over the Terms and Conditions stated herewith;

“Promo Code” means a digital coupon, Promo Code, digital document, certificate or voucher, whether in the form of a virtual e-card or an actual physical card, given away by the Partner as part of an awards, loyalty or promotional program without any money or other thing of value being paid in exchange for the gift card. Promo Code has a digital or alphabetic identifier, issued by GIFTD and allowing to unconditionally identify Promo Code and/or the Client, to whom the Partner is obliged to provide the Partner Products. Promo Code is issued by the Partner, can have a certain equivalent in Partner’s currency (Amount), accessible for acquisition, acceptance and/or sending through GIFTD or otherwise. By obtaining or purchasing a Promo Code, you acquire the right of a discount for Partner Products, or attainment of other privileges and redeemable for the Partner Product in the premises or via online resources, which are in the legal possession of the Partner. Promo Code can also be printed and presented on paper or any other physical carrier. The Client can be offered the Promo Code as a reward for the purchases on the web site or in other points of sales of the Partner or its counter agents, under conditions specifically set out for each type of Promo Code.

“Partner Gift Card” means a digital coupon, Promo Code, digital document, certificate, voucher, which has a digital or alphabetic identifier, issued by GIFTD and allowing to unconditionally identify Promo Code and/or the Client, to whom the Partner is obliged to provide the Partner Products. Partner Gift Card is issued in digital form by the Partner, can have a certain equivalent in Partner’s currency (Amount), accessible for acquisition, acceptance and/or sending through GIFTD or otherwise in the premises or via online resources, which are in the legal possession of the Partner and define the right to acquire Partner Products for the Amount, a discount for Partner Products, or attainment of other privileges and redeemable for Partner Products. Partner Gift Card can also be printed and presented on paper or any other physical carrier. The Client can purchase the Partner Gift Card or accept it as a reward for the purchases on the web site or in other points of sales of the Partner or its counter agents, under conditions specifically set out for each type of the Partner Gift Card.

Interpretation

The headings to and within clauses of this Agreement are for convenience and reference only and do not form a part of this Agreement and shall not in any way affect the interpretation of this Agreement.

Words importing the singular include the plural and vice versa.

Services

GIFTD provides the Platform which enables our Customers to distribute and accept online coupons, vouchers, discounts, offers, gift cards, Promo Codes, products or services or other items, priorities or privileges to promote sales. GIFTD is not responsible for the acceptance and redemption errors, omissions, mistakes, misuses or expiration problems of Promo Codes or Partner Gift Cards. It is Partner’s responsibility to make sure that the necessary procedures are provided for redemption of Promo Codes or Partner Giftd Cards in the checkout process at the applicable website or at the point of sale. All offers and promotions featured as a part of the Service are subject to change without notice; GIFTD has no control over the legality of any Promo Codes or Partner Gift Cards, or the ability to complete the sale in accordance with the offers of any Partner.

Spam

GIFTD does not send unsolicited emails. If you wish to unsubscribe from any mailing list please click the unsubscribe link at the bottom of the email. GIFTD does not sell or share your personal information with anyone.

Username and Password

As part of the account set-up and registration process, the Partner may be asked to select a username and password. GIFTD may refuse to grant the Partner a username for any reason in GIFTD’s sole discretion, including in the event that GIFTD determines that such username impersonates someone else, is illegal, vulgar, or otherwise offensive, or is protected by trademark or other proprietary rights law, or otherwise may cause confusion. The Partner will be responsible for the confidentiality and use of the username and password and agree not to transfer or resell the use of or access to the Services to any third party. THE PARTNER IS ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES (INCLUDING PURCHASES, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE PARTNER’S ACCOUNT.

Other Terms

Some areas of the Services may have additional rules, guidelines, license agreements, or other terms and conditions that apply to Partner’s access and/or use of that area of the Services and that may be revised from time to time (“Other Terms”). If there is a conflict or inconsistency between these Terms and Conditions and the Other Terms, the Other Terms shall take precedence with respect to Partner’s access and use of that area of the Services.

Promo Codes

The Promo Codes are redeemable for goods or services of the Partner and have no service fees. Promo Codes can not be resold, transferred for value or redeemed for cash, except as required by law. GIFTD is not responsible for lost, stolen, damaged or unauthorized use of the Promo Codes.

Client’s acceptance, purchase or use of the Promo Codes constitutes acceptance of the preceding Terms and Conditions which should be explicitly set out by each Partner. Terms and Conditions are subject to change without notice.

Only one Promo Code can be redeemed per purchase. Any value not used in a single transaction will be forfeited. The promotional value of a gift card is not redeemable for cash or credit. Promo Codes cannot be used to purchase other Promo Codes or Partner Gift Cards.

Additional credit cannot be added to a Promo Code after it has been issued by the Partner.

Promo Codes are offered by Partners to Clients through Services. By obtaining or purchasing a Promo Code through the Services, the Client acquires the right to redeem the Promo Code with the Partner, as set out by the Promo Code individual conditions. Any service fee retained by GIFTD from the sale of a Promo Code, if applicable, forms a compensation to GIFTD for its Services, including the distribution of the Promo Code on behalf of the Partner. As the issuer of the Promo Code, the Partner shall be deemed fully responsible for any and all Liabilities, caused in whole or in part by the Partner, as well as for any and all Liabilities arising from any regulatory action. Promo Codes have no cash or residual value. GIFTD does not make any warranty in relation to the Promo Codes, including, without limitation, their validity and/or value. GIFTD is not a party to any transaction that the Partner and Client may enter into as a result of receipt or purchasing any Promo Code.

Partner Gift Cards

Partner Gift Cards are offered by Partners to Clients through Services subject to the terms and conditions specified by the Partner in the description of each of the Partner Gift Card. By obtaining or purchasing a Partner Gift Card with or without the participation of the Services, the Client acquires the right to redeem the Partner Gift Card with the Partner. Any service fee retained by GIFTD from the sale of a Partner Gift Card, if applicable, forms a compensation to GIFTD for its Services, including the distribution of the Partner Gift Card on behalf of the Partner. As the issuer of the Partner Gift Card, the Partner shall be deemed fully responsible for any and all Liabilities, caused in whole or in part by the Partner, as well as for any and all Liabilities arising from any regulatory action. GIFTD does not make any warranty in relation to the Partner Gift Cards, including, without limitation, their validity or value. GIFTD is not a party to any transaction that the Partner and Client may enter into as a result of receipt or purchasing any Partner Gift Card.

Universal Restrictions for Promo Codes and Partner Gift Cards

These universal restrictions apply to all Promo Codes and/or Partner Gift Cards unless specifically stated otherwise:

Content and Partner’s conduct

Content

All Content, including without limitation, any advice, recommendation or opinion, offer or coupon, grocery or other product, service, retailer, recipe, drug, and health information is provided on or through the Services for informational purposes only, and should not be construed to indicate that any such Content is endorsed by GIFTD, nor is there any representation or warranty by GIFTD that the Content is reliable, accurate, timely, complete, effective, or safe for the use of Clients or Partners. Clients should always consult medical professional regarding any health or medical condition and before using any medical product or any over-the-counter drug. CLIENTS ACKNOWLEDGE THAT RELIANCE ON ANY INFORMATION WITHIN THE CONTENT OR PROVIDED ON OR THROUGH GIFTD IS SOLELY AT CLIENTS’ OWN RISK.

Partners understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that the Partners, and not GIFTD, are entirely responsible for all content that Clients or Partners upload, post, email, transmit or otherwise make available via the Services. GIFTD does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. Partners understand that by using the Services, they may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will GIFTD be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services.

The following are examples of the kind of Content and/or use that is illegal or prohibited by GIFTD. However, this list is not complete and exhaustive and GIFTD reserves the right to investigate anyone by engaging public and private organizations, including, but not limited to collection agents, private investigators, and local, state, federal and international agencies, and take appropriate action against anyone who, in GIFTD sole discretion, violates any of the terms of these Agreement, including, without limitation, removing the offending content, suspending or terminating the account of such violators, stopping payments to any such cause, when we reasonably believe it to be required by applicable law, and reporting to the law enforcement authorities or otherwise taking appropriate legal action. Without limiting the foregoing, Partners and Clients agree to not use the Services to:

  1. establish or contribute to any Cause with the implicit or express purpose relating to any of the following:
  1. any activity that violates any law or governmental regulation;
  2. content or campaigns that are fraudulent, misleading, inaccurate or dishonest;
  3. illegal drugs, narcotics, steroids, controlled substances or other products that present a risk to consumer safety or any related paraphernalia;
  4. knives, explosives, ammunition, firearms, or other weaponry or accessories;
  5. annuities, investments, equity or lottery contracts, lay-away systems, off-shore banking or similar transactions, money service businesses (including currency exchanges, check cashing or the like), debt collection or crypto-currencies;
  6. gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, fantasy sports, horse or greyhound racing, lottery tickets, other
  7. ventures that facilitate gambling, games of skill or chance (whether or not it is legally defined as a lottery) or sweepstakes;
  8. the promotion of hate, violence, harassment, discrimination or terrorism, or racial, ethnic, or gender intolerance of any kind;
  9. activities with, in, or involving countries, regions, governments, persons, or entities (including but not limited to Specially Designated Nationals) that are subject to U.S. economic sanctions, unless authorized by the Office of Foreign Assets Control, U.S. Department of the Treasury;
  10. human trafficking or exploitation;
  11. pornography or other sexual content;
  12. offensive, graphic, perverse or sensitive content;
  13. the defense or support of anyone alleged to be involved in criminal activity;
  14. funding an abortion;
  15. ending the life of an animal;
  16. transactions for the sale of items before the seller has control or possession of the item;
  17. collection of payments on behalf of merchants by payment processors or otherwise; or credit repair or debt settlement services.
  1. transmit or otherwise upload any Content that:
  1. infringes any intellectual property or other proprietary rights of any party;
  2. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  3. poses or creates a privacy or security risk to any person;
  4. constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes, or any other form of solicitation;
  5. harm minors in any way;
  6. is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable; or
  7. in the sole judgment of GIFTD, is otherwise objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose GIFTD or its users to any harm or liability of any type.
  1. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or
  2. impersonate any person or entity, including, but not limited to, a GIFTD official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  3. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
  4. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
  5. intentionally or unintentionally violate any applicable local, state, national or international law;
  6. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
  7. engage in any solicitation activities in California that refers potential customers to out-of-state GIFTD retailers, including, but not limited to, distributing flyers, coupons, newsletters, and other printed promotional materials or electronic equivalents, verbal soliciting (for example, in-person referrals), initiating telephone calls, and sending emails.

GIFTD shall have the sole and absolute right, but not the obligation, to review, edit, post, refuse to post, remove, monitor the Content and disclose the Content and the circumstances surrounding its transmission to any third-party, at any time, for any reason, including, without limitation, to determine compliance with these Agreement and any operating rules established by GIFTD, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, GIFTD shall have the right to remove any material from the Services, in its sole discretion. GIFTD assumes no liability for any user content or other information that appears or is removed from the Services or elsewhere. GIFTD has no obligation to use user content and may not use it at all.

In some instances and from time to time, it may be possible to modify or remove the user content submitted or posted through Partner’s account. GIFTD makes no representations or warranties that the user content the Partner modifies or removes will be modified or removed from the Services or elsewhere, or that the user content will cease to appear on the Internet, in search engines, social media websites, or in any other form, media or technology.

GIFTD does not claim ownership of Content submitted or made available for inclusion on the Services. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Services, Partners and Clients grant GIFTD the following worldwide, royalty-free and non-exclusive license(s), as applicable: the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Services solely for the purposes of providing and promoting the Services. This license exists only for as long as Partners or Clients continue to include such Content on the Services and will terminate at the time such Content is removed from the Services.

Third Party Content

As a convenience to users, the Services contain links to third-party web sites (“Third Party Sites”). Partners and Clients understand and agree that GIFTD makes no representation or warranty regarding, and shall have no responsibility or liability for, the accuracy, quality, content, nature or reliability of such Third Party Sites, any information or material on or available through such Third Party Sites or the privacy policies or practices of such Third Party Sites.

Obligations of the Partner

The Partner will provide GIFTD with copies of the corporate documents should it be required under the governing law and/or standard business procedures.

The Partner will notify GIFTD in writing by email or through Platform which tariff for Services it has selected. In the event that the Partner wishes to vary such tariff, it shall provide 30 calendar days’ prior written notice to GIFTD.

The Partner is responsible for contacting a Client if an order cannot be processed as requested or to clarify the details of an order if required.

The Partner must ensure that information which it has provided to GIFTD and which is displayed on the Services, is at all times current and accurate, including but not limited to its name, address, contact telephone number, manager/contact person details, delivery information, opening hours, product or services types, opening times, available items, pricing of items and all other described characteristics of each item, number locations, photos and other relevant information.

The Partner will not, by way of any medium, display or offer to its customers any item at a price which differs to the price displayed or offered for such item on the Services.

The Partner will immediately notify GIFTD by email in the event that the Partner deems any user photo, review or comment to be inappropriate, fraudulent or offensive. At its sole discretion, GIFTD may remove or delete any such photos, reviews and comments.

If the Partner ceases business, closes operations for a material term or is otherwise unable to offer services to Clients it will inform GIFTD promptly. Where the Partner neglects do so, whether by omission or fault, GIFTD will not be held responsible for misplaced orders or any other liabilities, whether financial or otherwise.

Licence

(a) The Partner grants to GIFTD an unrestricted, royalty-free licence in respect of all content and information provided to by the Partner (including the Partner’s name, logo, photos and products and services descriptions) for the purposes of inclusion on the Services and as may be otherwise required by this Agreement. This includes, but is not limited to, use of the Partner’s name in the context of advertising campaigns (online or otherwise).

(b) Any material the Partner transmits or submits to GIFTD through the Platform shall be considered and may be treated by GIFTD as non-confidential, subject to GIFTD obligations under relevant data protection legislation. The Partner grants to GIFTD a royalty-free, perpetual, irrevocable, non-exclusive licence to use, copy, modify, adapt, translate, publish and distribute world-wide any materials for the purposes of providing services under this Agreement or to or for the purposes of advertising and promotion of the Platform. The Partner agrees that all information provided to GIFTD that is published, may be relied upon and viewed by Clients to enable them to make decisions and form a legally binding contract.

Fees

The exact price packages and the list of features and limitations contained therein can be viewed at http://giftd.tech. The Services may include services that are provided free of charge or for a fee or other charge. If Partner wants to use paid services, it agrees to the pricing, payment and billing policies applicable to such fees and charges, posted on or linked to the Platform. GIFTD reserves the right to modify these offers at its sole discretion at any times.

Cancellations, refunds and satisfaction.

If the GIFTD Services do not work well, we will provide a full refund within 30 days of the original purchase, without hesitation.

We are proud of our 100% satisfaction guarantee and treasure the chance to assist you with any issues you may encounter before settling on a possible refund. All you need to do is contact our support and we will explore every possibility to fix anything you have issues with.

Refunds do not apply to product updates or annual renewals. Refund requests may take up to 15 days to process. Refunds will be granted at the sole discretion of GIFTD.

No refunds will be given after 30 days from the commencement of using the Services.

Payments

The Partner will ensure that information relating to an active bank card with sufficient balance (a Bank Card) is entered into the billing section of the Platform at all times and hereby consents and acknowledges that GIFTD will charge such Bank Card with the appropriate Fixed Payment and/or Commission Payment. The Partner can provide other efficient means of payments as can be separately agreed between the Partner and GIFTD.

Any Fixed Payment and/or Commission Payment due will be payable on the 5th day of each Month for the previous Month, if not agreed otherwise (the Payment Date) and the Valid Card of the Partner will be charged by GIFTD with the appropriate amount on the Payment Date with an invoice being sent by email thereafter to the email address of the Partner on record. By signing this agreement, the Partner agrees that GIFTD may charge the Valid Card with the relevant amount of Fixed Payment and/or Commission Payment on each Payment Date without requiring any further consent from the Partner.

In the event that the bank credit or debit card of the Partner on file with GIFTD is not a Valid Card, the Partner will transfer the appropriate Fixed Payment and/or Commission Payment by wire transfer to a bank account of GIFTD within 3 days after the relevant Payment Date.

In the event that the Partner fails to make payment of any due and payable Fixed Payment and/or Commission Payment on a Payment Date, GIFTD will have the right to: (i) immediately deactivate all Services related to the Partner and (ii) immediately remove all Promo Codes and/or Partner Gift Cards related to the Partner from the Platform.

GIFTD will charge interest on any late payment of fees at the rate of 10% per annum calculated daily on the amount outstanding from the due date for payment until the date of payment in full.

Online payments of the Clients

(a) An online electronic payment by a Client will be processed by the Online Payment Processor and sent directly to the bank account of the Partner notified to the Online Payment Processor.

(b) If a dispute arises between the Partner and a Client in connection with whether an online electronic payment for an order of Partner Gift Card has been made, the Partner shall accept as conclusive proof that a successful online electronic payment has been made by the Client by checking the status of the relevant transaction in its private online account with the Online Payment Processor.  For the avoidance of doubt, GIFTD will in no case be liable with respect to any loss, dispute or claim arising in relation to an online electronic payment made by a Client.

(c) If the Partner has not complied with appropriate instructions for a Partner Gift Cards paid by a Client via online electronic payment ("Problem Order"), the Partner will be required to refund a payment to the Client immediately upon demand. The Partner acknowledges that GIFTD will not be responsible to make any payment in relation to a Problem Order or be liable in any other way in relation to a Problem Order.

(d) GIFTD is not liable for costs directly or indirectly incurred by the Partner for processing Online Payments. By agreeing to accept online electronic payment, the Partner agrees to incur all costs from the Online Payment Processor.

(e) The Partner will promptly provide notice by email to the Online Payment Processor and GIFTD if it becomes aware of any fraud having been committed by a Customer.

Confidentiality

(a) GIFTD will not give any information to third parties that can be directly connected with the Partner except for the limited information required to present the Partner on the Platform.

(b) The Partner will not disclose any information about GIFTD, including but not limited to its business strategies, pricing, revenues, expenses, and order information to any third party.

(c) Both parties agree to treat as strictly confidential all the information, data and facts that may be shared between both parties during the course of this agreement. Upon the termination of the agreement, this confidentiality clause will apply for five (5) years.

Term and Termination

This Agreement shall become effective upon commencement of the use of the Services and unless terminated earlier under this clause shall continue indefinitely.

Either party may terminate this Agreement, with or without cause, at any time upon 30 calendar days prior written notice by email to the other party.

GIFTD may terminate this Agreement, with or without cause and with immediate effect if:

Either party may terminate this Agreement with immediate effect by notice in writing to the other party if the other party commits a material breach, which, in the case of a material breach capable of remedy, is not remedied within 5 calendar days after written notice is given to the breaching party, specifying the default.

Termination of this Agreement shall not affect the accrued rights or liabilities of the parties at the date of termination and shall have no effect on the validity of Partner’s obligations already having entered into with the Clients.

Notice requirements

Any notice to be given under this Agreement shall be in writing and shall be delivered to or sent by email transmission for the attention of the persons and to the email addresses from time to time notified by the parties hereto to each other.

Limitation of Liability

For the purposes of this clause, "Liability" means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement.

GIFTD does not guarantee or warrant that the Platform, the Services, the GIFTD Apps and any related software, hardware or services will be free from defects or malfunctions. If errors occur, it will use its best efforts to resolve these as quickly as possible.

The Partner indemnifies and holds harmless GIFTD (and its directors, officers, agents, representatives and employees) from and against any and all claims, suits, liabilities, judgments, losses and damages arising out of or in connection with any claim or suit or demand:

any special, indirect or consequential loss; and such liability is excluded whether it is foreseeable, known, foreseen or otherwise.

For the avoidance of doubt, statements in this clause above apply whether such damage or loss is direct, indirect, consequential or otherwise.

General

Assignment:

The Partner shall not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this Agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of the Partner’s obligations under it. GIFTD has the right to assign and/or transfer any right, benefit or interest arising under this Agreement to any third party without the consent of the Partner.

Independent contractors:

The Agreement does not create any agency, employment, partnership, joint venture, or other joint relationship. GIFTD and the Partner are independent contractors and neither has any authority to bind the other.

Change of control:

The Customer acknowledges that the business and assets of GIFTD may be sold in the future and consents to the transfer or disclosure of its personal Information and this Agreement to any purchaser of the business of GIFTD or its assets if that outcome occurs.

Arbitration

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN PARTNER OR CLIENT AND GIFTD arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Company’s advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com, or via telephone at 1-800-474-2371). In the event of any inconsistency or conflict between NAF Code of Procedure and this Agreement, this Agreement shall control. The arbitration will be limited solely to the dispute or controversy between Partner or Client and GIFTD. NEITHER PARTNER NOR CLIENT OR GIFTD SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER PARTIES, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The individual (non-class) nature of this dispute provision goes to the essence of the parties' arbitration agreement, and if found unenforceable, the entire arbitration provision shall not be enforced. This transaction involves interstate commerce, and this provision shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. GIFTD will be responsible for paying any arbitration fees to the extent such fees exceed the amount of the filing fee for initiating a claim in the small claims or similar court in the state in which Partner or Client reside. Each party shall pay for its own costs and attorneys' fees, if any. However, if the Partner or the Client prevails on any claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405.

Cookies

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