GIFTEDD SOLUTIONS INC.
[Last Amended: July 22, 2025]
PLEASE READ AND REVIEW THESE TERMS CAREFULLY BEFORE USING THE PLATFORM.
These General Terms of Service (“General Terms”) govern the relationship between Giftedd Solutions Inc. ("Gifted", "we," "us," or "our") and any user of the Gifted online marketplace platform (“Platform”), including:
- “Buyers”, who use the Platform to buy gift cards and entitlements (“Gift” or “Gift Card”) for their employees, clients, and any other third party at their sole discretion;
- “Merchants”, who use the Platform to offer their products and services;
- “Recipients” of Gifts, who can choose between redeeming their entitlement through third-party services or through the Platform, by reserving products and services from the Merchants.
Buyers, Merchants, and Recipients shall be referred collectively as “Users”, “you” or “your”.
In addition to these General Terms, each User shall be bound and obligated by the additional provisions of the “Buyer Terms”, “Merchant Terms”, and the “Redemption Terms” applicable to Buyers, Merchants, and Recipients, respectively.
These General Terms, together with the Buyer Terms, Merchant Terms, Redemption Terms, our Privacy Policy (“Privacy Policy”), our Data Protection Agreement (“DPA”), and any other appendix or supplemental agreement (collectively, the "Agreement”) constitute a legally binding agreement between Gifted and the User, and govern the use of the Platform and Services (as further detailed and defined below).
PLEASE NOTE THAT THESE GENERAL TERMS CONTAIN AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. BY AGREEING TO THESE GENERAL TERMS, YOU AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.
ACCEPTANCE OF THE AGREEMENT: BY USING THE SERVICES OR THE PLATFORM IN ANY MANNER YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION OR ANOTHER LEGAL ENTITY, YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF THAT ENTITY AND REPRESENTING TO US THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “USER”, “YOU”, OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS NOR USE THE PLATFORM AND SERVICES PROVIDED BY GIFTED. THIS AGREEMENT GOVERNS YOUR ACCESS TO, AND USE OF, THE PLATFORM AND SERVICES THAT ARE OWNED, OPERATED OR PROVIDED BY GIFTED.
AMENDMENTS
Gifted reserves the right to change this Agreement and any of its policies, at any time, by updating this Agreement, and such changes will become effective within thirty (30) days from the date these updates (or an updated version of this Agreement) are posted on our website. Gifted shall provide written notice to the User of material revisions through the email address provided during the registration process, to the extent required by applicable law. The User’s continued use of the Services after such revisions are posted will signify its agreement to the revised terms. If a User wishes to terminate its use of the Services due to such updates or changes in the Agreement, it may do so by following the instructions set out in Section 16 below.
1. SCOPE OF SERVICES.
1.1. Gifted is the owner and developer of the Platform, an online gifting appreciation platform that allows Buyers to manage their company's gifting and recognition program, for employees, clients, or any other third party. The Platform serves as a marketplace that enables Buyers to buy and send Gifts or digital Gift Cards to their Recipients, and Gift Cards may be redeemed against the products and services offered by the Merchants (Platform services, including sending Gifts, Gift Cards and any related Platform features shall be referred collectively as the “Service” or “Services”).
1.2. Buyers and Merchants will have access to a designated web interface, allowing them to manage their interaction with the Platform and Services (“Dashboard”). The Dashboard shall enable Buyers to define their Recipients, initiate gifting activities, send Gifts directly to Recipients and manage their Gift statuses and balances. Merchants, on the other hand, can utilize the Dashboard to manage their product offerings, create or upload gifting options, and monitor their balances. Additional management features are available on the Dashboard in accordance with the respective role as Buyers or Merchants.
1.3. Gifted reserves the right to modify, update, remove or disable features of the Services without any notice, and subject to its sole discretion. In the event of a material change, Gifted shall provide notice through the email address provided during the registration process, and the Users’ sole remedy will be to terminate the Services.
2. ELIGIBILITY
The User represents and affirms that it is at least eighteen (18) years of age and may otherwise lawfully enter into and make binding contracts under applicable law, represents that it has the legal capacity to enter into this Agreement, and that this Agreement will not conflict with any other agreements or arrangements between the User and any other person or entity.
3. REGISTRATION
3.1. In order to use some of the Services, the User may be required to register and open an account while providing basic contact details and credentials (“Account”). Additional information will be collected during the registration process or through the Dashboard, such as Recipients' names and email addresses or phone numbers, and may also include additional information depending on the selected Gift. All information provided through the registration process and in the Account, will be collected and processed in accordance with the practices as detailed in the Privacy Policy.
3.2. Subject to the terms and conditions contained in this Agreement, Gifted shall make the Platform and Services available to the User or its authorized employees, partners or representatives (“Authorized Users”). The User is responsible for appropriately allocating user authorizations for the Account and should exercise discretion when granting such authorizations to its Authorized Users.
3.3. The User is responsible for maintaining the security and confidentiality of the Account credentials and password, and for providing accurate and truthful information during the registration process. The User shall notify Gifted immediately of the identification of any actual or suspected loss, theft, or unauthorized use of its username and password, or any security incident occurs in the Account. Gifted is not responsible for verifying the identity of the User, or the identity of anyone who uses the Account, and Gifted shall not be liable for any loss or damage as a result of unauthorized use of the Account. While Gifted invests considerable efforts to ensure the security of the Platform, Gifted cannot guarantee that unauthorized third parties will not be able to defeat its security measures.
3.4. Gifted may, at its sole discretion, refuse to offer access to or use of the Platform to any person or entity, and may change its eligibility criteria at any time. This provision is void where prohibited by law, and this right is revoked in such jurisdictions
4. LICENSE
4.1. Gifted hereby grants the User a non-transferable, non-exclusive, worldwide license, during the Term of this Agreement to use the Platform and Services. This right shall cease upon termination of this Agreement. Any and all rights not expressly granted to the User are reserved by Gifted, and this Agreement does not confer to the User any proprietary interest in the Platform or Services.
4.2. Except as expressly authorized under this license, the User may not: (a) copy, modify, or create derivative works of the Platform, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Platform available; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (d) remove any proprietary notices from the Platform; (e) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (f) combine or integrate the Platform with any software, technology, services, or materials not authorized by Gifted; and (g) violate or attempt to violate the security of the Platform and/or the website, including without limitation by (i) accessing data that is not intended for your use; (ii) log on to a server or account that you are not authorized to access; (iii) probe, scan or test the vulnerability of any system or network related in any way to the Platform or the website without proper authorization; (iv) breach any security or authentication measures without proper authorization; (v) interfere with service of any host, network, or other User, including without limitation, by sending unsolicited email, flooding, spamming, mail bombing, or crashing; or (vi) sending promotions and/or advertising materials in violation of applicable laws.
5. ANTI-DISCRIMINATION AND HATE SPEECH POLICY
5.1. We emphasize and expect inclusivity and respect for all our Users. Our commitment is to ensure a positive, safe, and non-discriminatory environment. We strictly forbid any discrimination based on any of the following protected attributes: race, color, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, or any other characteristic safeguarded under relevant laws.
5.2. Users must adhere to their local and national anti-discrimination laws. Hate speech, characterized by offensive, violent, or derogatory language targeting a person or group based on such protected attributes, is strictly prohibited. Any form of public engagement on Gifted, including listing items, reviewing, or interacting with other Users, must be free from discrimination and hate speech. Discriminatory behavior towards protected groups, either explicit or implicit, will not be tolerated.
5.3. If you encounter any form of discrimination or hate speech on the Platform, please report it for investigation at: support@gifted.co. We will promptly review all reports.
6. CONFIDENTIAL INFORMATION
6.1. The term "Confidential Information" refers to any information, whether orally conveyed or in writing, disclosed by one party (Gifted or any User) to another, concerning either party or a third party, that has been identified as confidential or that should reasonably be considered confidential given the context of disclosure. Notably, this includes the Platform and Services, which shall be considered Confidential Information of Gifted.
6.2. Each party acknowledges that during the term of this Agreement, it will have access to the other party's Confidential Information or the Confidential Information of third parties that must be kept confidential. Both parties agree that all Confidential Information is proprietary to the disclosing party or third party, as applicable, and remains the sole property of such party. Each party commits to the following: (i) use the other party's Confidential Information solely for the purposes outlined herein; (ii) protect the disclosed Confidential Information from unauthorized disclosure or use; (iii) avoid the creation of any derivative work based on the disclosed Confidential Information; (iv) limit access to the disclosed Confidential Information to individuals who need access and who have committed in writing to keep such information confidential; and (v) return or destroy all Confidential Information of the other party in its possession upon the termination or expiration of this Agreement.
6.3. The provisions of this Section do not apply to Confidential Information that (i) is public or enters the public domain at the time of disclosure; (ii) becomes public through no fault of the recipient; (iii) is rightfully communicated to the recipient by a third party that is not bound by confidentiality obligations; (iv) is already in the recipient's possession without any confidentiality obligations at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction. Nonetheless, a party may disclose Confidential Information to the extent required (i) to comply with a court order or other legal obligation, provided the disclosing party first notifies the other party in writing and seeks a protective order; or (ii) to establish a party's rights under this Agreement, including necessary court filings.
6.4. These confidentiality obligations shall survive the termination or expiration of this Agreement for a period of three (3) years, and indefinitely with respect to trade secrets.
7. CONTENT AND INTELLECTUAL PROPERTY
7.1. Certain content and information provided on and through the Platform and the Services including, without limitation, Gifted's logos, trademarks, graphics, designs, information, texts, images, data, source code, interfaces, software and other material displayed, available or present on or underlying the Platform or Services, excluding any “User Content” (as defined hereunder), are the copyrighted and/or trademarked work of Gifted or its licensors, and may not be used without our express written permission, except for attribution and as instructed and authorized in this Agreement (collectively, “Gifted Content”).
7.2. Gifted retains all rights, including any intellectual property rights in the Gifted Content. You hereby acknowledge that you have no right, title, or interest in or to any Gifted Content, and that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Gifted Content in any manner.
7.3. Through the Platform, Users may have the ability to upload, post and share their content (collectively, “User Content”), including when customizing Gifts, or as part of any gifting offer descriptions. User Content may include text or any other format or medium, such as images, logos, photos, etc. By uploading or using any User Content in relation to the Services, you represent and warrant that you are solely responsible for your User Content and its accuracy, you have all the required legal rights to use such User Content, that such User Content is not defamatory, objectionable, or unlawful, and does not infringe any third party's rights (including privacy rights and intellectual property rights).
7.4. You hereby grant Gifted, and any other User to the extent permitted by us, a non-exclusive, royalty-free, irrevocable, sub-licensable and worldwide license to use the User Content in connection with the Services. You also recognize our legitimate interest in using such User Content, in accordance with the scope of this license, to the extent such User Content contains any personal information as detailed in our Privacy Policy. Further, Gifted shall be authorized, at its sole discretion, to link or collaborate Platform services, including any User Content and gifting offer, with any other third-party platform and services, including for the offering of Gifts, goods or services, through such third-party services.
7.5. You acknowledge and agree that Gifted does not and cannot review User Content, and is not responsible for, does not control, and does not guarantee the accuracy, integrity or quality of such User Content, even if we take certain steps to confirm, approve and review such User Content.
8. DMCA, NOTICE AND TAKE DOWN
8.1. We respect the rights of our Users and third parties, Users are prohibited from sharing and uploading content they do not have the legal rights to distribute through the Platform. We kindly request that you respect the copyrights, trademarks, and other legal rights of others when using the Platform.
8.2. In compliance with the Digital Millennium Copyright Act (DMCA), we are committed to promptly addressing any alleged copyright infringements. If you believe your copyrighted work has been used or shared without authorization, or if you believe that any part of the Platform or Services infringes a third party’s intellectual property, please provide us with a written takedown notice to our copyright agent (contact information below) containing: Your name, address, telephone number, and email address; A description of the alleged infringement; The place in the Platform the material that you claim is infringing may be found, sufficient for us to locate the material (e.g., link to the relevant gifting offer); A statement that you act in good faith and that UNDER PENALTY OF PERJURY, the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and Your electronic or physical signature.
8.3. You may submit that takedown notice by sending us a notice to: support@gifted.co.
8.4. Your notice will be reviewed, and if deemed valid, the infringing content will be removed while notifying the User responsible for the violation. Users found to be repeatedly infringing on copyright protections may face Account termination or further legal consequences.
8.5. We may disclose any communications, including your contact information, concerning such a notice under any applicable law or other intellectual property complaints with third parties, including the Users who have posted the allegedly infringing material.
9. GENERAL REPRESENTATION AND WARRANTIES
9.1. Each party hereby represents and warrants (i) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) that the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such party; and (iii) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.
9.2. USER ACKNOWLEDGES AND AGREES THAT THE PLATFORM AND THE SERVICES, INCLUDING ANY GIFT CARD OR GIFTING OFFER, ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," AND ARE USED ONLY AT THE USER'S SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. GIFTED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, REGARDING THE PLATFORM, THE WEBSITE AND THE SERVICES (INCLUDING CONTENT, PRODUCTS, INFORMATION, SOFTWARE, GIFTS AND GIFT CARDS), INCLUDING ANY IMPLIED WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, RESULTS, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, OR LACK OF VIRUSES. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
10. LIMITATIONS OF LIABILITY AND REMEDIES
10.1 TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER GIFTED NOR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, OR DATA LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, GIFTED’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID TO GIFTED IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE-HUNDRED U.S. DOLLARS (US $100). THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY FOR (I) DEATH OR PERSONAL INJURY; (II) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (III) FRAUD; (IV) YOUR INDEMNIFICATION OBLIGATIONS.
10.3. NOTHING IN THIS AGREEMENT LIMITS ANY RIGHTS YOU MAY HAVE THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED.
11. CLASS ACTION WAIVER
11.1. To the fullest extent permitted by law, and subject to the arbitration terms hereunder, by using the Platform or Services, you waive your right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding. Unless we agree otherwise in writing, the arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of a representative or class proceeding.
11.2. If this specific paragraph is held unenforceable with respect to a particular claim or remedy, then the arbitration agreement shall not apply to that specific claim or remedy, and such claim must proceed in court. The remainder of this "Class Action Waiver" section will remain in effect, and except as provided above, this Section 11 shall survive any termination of these General Terms.
11.3. You may opt out of this section within thirty (30) days of accepting these General Terms by sending written notice to: support@gifted.co. Disputes will then be resolved in court under the governing law below.
12. PRIVACY AND DATA PROTECTION
12.1. Gifted collects and processes personal data of Users in accordance with its Privacy Policy and, where applicable, its DPA. If you wish to understand how and why we uses personal data, and to whom such data may be transferred, you should refer to the Privacy Policy.
12.2. Gifted implements reasonable technical and organizational measures to protect personal data and confidential information from unauthorized access, use, or disclosure. However, no system can guarantee absolute security.
12.3. Gifted may send Users marketing or promotional messages in accordance with applicable law. Users may opt out at any time by using the unsubscribe option, following the instructions in the message, or by sending a request to: support@gifted.co. Opting out does not affect messages strictly necessary for operation.
13. DISPUTES BETWEEN USERS
Should you have a dispute with another User, whether Merchant or Buyer, you hereby release Gifted (and Gifted's officers, directors, agents, subsidiaries, affiliates, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. That, even if Gifted shall try to assist and resolve such dispute, supervise its management, or use its sole discretion to refund redeemed Gifts to Users.
14. INTERACTION WITH THIRD-PARTY PLATFORMS AND SERVICES
14.1. Should a Recipient opt to redeem their Gift via a third-party platform (e.g., Amazon), we will facilitate the transfer of the relevant Recipient's data and entitlement to said third-party platform on behalf of both the Buyer and the Recipient. From this point forward, Gifted will not have control over or responsibility for the Gift balance or its use.
14.2. Please note that Gifted does not review or endorse the terms and conditions or privacy policies of these third-party platforms. As such, we cannot be held accountable for the redemption process of such converted Gifts or any other aspect of their interaction with the Recipient. We strongly recommend that you thoroughly read and understand these third-party platforms' policies and terms to safeguard your rights.
14.3. Gifted maintains the right, at its absolute discretion, to collaborate, interact, or form partnerships with any third-party services or platforms. This could be for the purposes of creating joint initiatives, presenting Gifts, or further promoting our Services. This may involve leveraging the Platform's API, interacting with the APIs of other entities, or establishing novel platforms that integrate User Content, Gifts, and Gift offers. In all such instances, Gifted commits to protecting the commercial and material rights of Users under this Agreement, ensuring they are not compromised.
15. INDEMNIFICATION
The User agrees to hold, harmless, indemnify, and, at Gifted’s option, defend Gifted from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from (i) User's or any Authorized User’s negligence or willful misconduct; (ii) User’s or any Authorized User’s use of the Platform or Services in a manner not authorized or contemplated by this Agreement; or (iii) User’s indemnification responsibility, provided that the User will not settle any third-party claim against Gifted unless such settlement completely and forever releases Gifted from all liability with respect to such claim or unless Gifted consents to such settlement, and further provided that Gifted will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.
16. TERM AND TERMINATION
16.1. The term of this Agreement will commence upon your acceptance, as set forth in the preamble of, and will continue for as long as the User has an Account or until otherwise terminated as detailed hereunder (“Term”).
16.2. The User may terminate this Agreement by ceasing its use of the Platform and terminating its Account through the relevant feature inside the Account’s settings.
16.3. We reserve the right to terminate or suspend your Account (and any associated Accounts) and your access to the Platform and Services if we have reasons to believe that you, your User Content, or your use of the Services breach any of the provision of the Agreement.
16.4. Further, we may, at our sole discretion and option, terminate this Agreement and any Account immediately in the event (i) the User becomes insolvent or unable to pay its debts when due; (ii) the User files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; (iii) the User discontinues its business; or (iv) a receiver is appointed or there is an assignment for the benefit of such User’s creditors.
16.5. Upon any termination of this Agreement, (i) the User will immediately discontinue all use of the Services and shall promptly cease provision of access to the Services to Authorized Users; (ii) each party will return to the other party or, at the other party’s option, destroy, all copies of any confidential information then in the other party’s possession; and (iv) the User will promptly pay to Gifted or any other relevant User all amounts due and payable to such a party hereunder.
16.6. If your Account is terminated, you might lose any information connected to your Account, including your User Content. However, note that some of your User Content may not be deleted and will still be presented in the Platform, Services or elsewhere, as permitted and licensed to us by you.
16.7. We reserve the right to modify, suspend, or discontinue any of the Services for you, or for all Users, at any time, for any reason. WE WILL NOT BE LIABLE TO YOU FOR ANY IMPACT THAT ANY CHANGES TO THE SERVICES MAY HAVE ON YOU, INCLUDING BUT NOT LIMITED TO YOUR ABILITY TO BENEFIT FROM THE PLATFORM AND SERVICES.
16.8. The provisions intended to survive the termination of this Agreement shall survive any termination or expiration of this Agreement.
17. MISCELLANEOUS
17.1. All notices required by or relating to this Agreement shall be in writing and shall be sent to Gifted as follows:
550 California Ave #1 Palo Alto, CA 94306.
17.2. This Agreement sets forth the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the parties with respect to the subject matter hereof, and neither of the parties will be bound by any conditions, inducements or representations other than as expressly provided for herein. Or in such other agreements and documents. Neither party shall assign any of its rights or delegate any of its duties under this Agreement without the express, prior written consent of the other party and, absent such consent, any attempted assignment or delegation will be null, void and of no effect. Notwithstanding the foregoing, Gifted may assign this Agreement, without consent, to: (a) an affiliate, collaborated third party or Platform, for the offering of Gifts through or in collaboration with such third party, without prejudice to Users rights; or (b) in connection with a merger, sale, transfer or other disposition of all or substantially all of its stock or assets.
17.3. The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
17.4. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.
17.5. No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either party in exercising any right hereunder will not be deemed a waiver of that right.
17.6. Except with respect to payment obligations hereunder, if a party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such party’s reasonable control, including, by way of example, war, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, such failure or delay will not be deemed to constitute a material breach of this Agreement, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay.
17.7. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, IRRESPECTIVE OF ITS CONFLICTS OF LAW PRINCIPLES OR THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, EACH PARTY IRREVOCABLY AGREES TO RESOLVE SUCH DISPUTE THROUGH FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) IN NEW YORK, PURSUANT TO ITS COMMERCIAL ARBITRATION RULES. EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES AND AN EQUAL SHARE OF THE ARBITRATORS' AND ADMINISTRATIVE FEES OF ARBITRATION. THE AWARD OF THE ARBITRATOR SHALL BE FINAL AND BINDING UPON THE PARTIES WITHOUT APPEAL OR REVIEW EXCEPT AS PERMITTED BY NEW YORK LAW. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK ANY INTERIM OR PRELIMINARY INJUNCTIVE RELIEF FROM ANY COURT OF COMPETENT JURISDICTION, AS NECESSARY TO PROTECT THE PARTY'S RIGHTS OR PROPERTY PENDING THE COMPLETION OF ARBITRATION.
17.8. The headings in this Agreement are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this Agreement.
