GIFTEDD SOLUTIONS INC.
[Last Amended: June 17, 2026]
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 websites, dashboards, mobile applications, and related digital interfaces (“Platform”), including:
- “Buyers”, who use the Platform for business gifting, recognition, employee-benefit, customer-appreciation, incentive, promotional, or similar programs, and to purchase, allocate, or make available gifts, gift links, or other redemption rights through the Platform (collectively, “Gifts”, unless the context requires otherwise);
- “Recipients” of Gifts, who may receive, select, redeem, or otherwise use Gifts through the Platform, through participating Merchants, or through supported third-party services, in each case subject to the applicable Redemption Terms and any related instructions presented at the time of redemption;
- “Merchants”, who use the Platform to offer their products and services.
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”, our “Data Processing Agreement” (“DPA”), and any other and any quotation, proposal, order form, statement of work, master services agreement, appendix, supplemental agreement, or other written agreement entered into between Gifted and the applicable User in connection with the Platform or Services (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 APPLICABLE 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 20 below. For clarity, no amendment posted online will amend, supersede, or otherwise modify any master services agreement, order form, statement of work, or other agreement separately executed by Gifted and any such specific Gifted’s customer or Buyer.
1. SCOPE OF SERVICES.
1.1. The Platform enables Buyers, among other things, to configure programs and Recognition Plans, allocate or make available Gifts, send gift links or redemption instructions to Recipients, and allow Recipients to select or redeem eligible Gifts from participating Merchants or supported third-party services. The Platform and all related features, including any supported platform credits, Promotional Credits, Recognition Credits, gift links, redemption flows, supplemental-payment functionality, and related support services 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, recognition, benefit or similar activities, send Gifts or gift links directly to Recipients and manage their Gift statuses and redemption activity. Merchants, on the other hand, can utilize the Dashboard to manage their product offerings, create or upload gifting options, and monitor their related redemption and settlement information. 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.
1.4. Any platform credits, Promotional Credits, Recognition Points, Gift Links, or other redemption rights made available through the Services constitute limited contractual rights to access or redeem eligible Gifts in accordance with the Agreement. Platform credits and entitlements do not constitute cash, a bank or deposit account, an escrow account, or a claim to funds held by Gifted for the User, and may not be withdrawn, transferred, or redeemed for cash, except where a refund is expressly permitted by the Agreement or required by applicable law. Any right of a Buyer to cancel a Gift instruction or receive a refund of prepaid amounts shall be governed exclusively by the applicable Buyer Terms, order form, and any rights that cannot be waived under applicable law.
2. ELIGIBILITY
The User represents and affirms that it is a legal entity duly organized and validly existing under the laws of its jurisdiction of organization or an individual at least eighteen (18) years of age and may otherwise lawfully enter into and make binding contracts under applicable law. The User further represents 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 create 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, program, recognition activity, benefit, or redemption flow. All information provided through the registration process and in the Account, will be collected and processed in accordance with the practices 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 managing user authorizations for the Account and should exercise discretion when granting such authorizations to its Authorized Users.
3.3. 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. 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 that occurs affecting the Account. Without derogating from Gifted’s obligations under this Agreement or applicable law, Gifted is not responsible for independently verifying the identity of each person using the User’s Account. The User is responsible for unauthorized use resulting from its or its Authorized Users’ acts or omissions, including any failure to protect Account credentials. Gifted shall not be liable for resulting loss or damage to that extent. This limitation shall not apply to the extent the unauthorized use resulted from Gifted’s breach of its security obligations under this Agreement or applicable law.
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.
4. GRANT OF RIGHT
4.1. Gifted hereby grants the User a non-transferable, non-exclusive, worldwide right to access and use the Platform and Services, during the Term 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 granted right, 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. USE OF THE PLATFORM AND SERVICES
5.1. Each User may access and use only those portions of the Platform and Services made available to that User according to its role, Account permissions, eligibility, and the applicable Buyer program, under the terms of the Agreement. The Platform and Services may be used only for the Services and related purposes contemplated by the Agreement, and not for any general-purpose payment, money-transfer, deposit, withdrawal, or funds-storage activity.
5.2. The features, Gifts, redemption options, integrations, content, and functionality available to a User may vary depending on the User’s role, the applicable Buyer’s program settings, geographic location, eligibility criteria, Merchant availability, technical compatibility, and other conditions applicable to the relevant Service. Access to the Platform does not entitle a User to use every feature or obtain any particular Gift, credit, benefit, or redemption option.
5.3. Buyers are responsible for configuring and administering their programs and for determining the persons authorized to participate in them, subject to the Agreement. Gifted provides the technology and related Services that enable Buyers and other Users to operate or participate in such programs, but does not make employment, compensation, tax, benefit, or participant-eligibility decisions on behalf of a Buyer unless expressly agreed otherwise in writing.
5.4. Certain features or transactions may be subject to additional eligibility criteria, program rules, disclosures, instructions, or feature-specific terms presented through the Platform. By electing to use such feature or complete such transaction after those terms have been presented, the User agrees to comply with them, provided that they do not derogate from any non-waivable rights under applicable law.
6. PROMOTIONAL AND CASHBACK CREDITS
6.1. Gifted, a Buyer, or a participating Merchant may make promotional credits available in connection with eligible activity through the Platform. Such credits may be described through the Platform as promotional credits, gifting-related cashback, rewards, bonuses, rebates, or similar benefits (collectively, “Promotional Credits”).
6.2. The amount, eligibility conditions, permitted uses, availability date, expiration date, and any transaction-specific restrictions applicable to Promotional Credits will be disclosed through the Platform, the applicable offer, or the relevant program terms. Promotional Credits have no cash value, are non-refundable, and may not be withdrawn, transferred, exchanged, or redeemed for cash. Promotional Credits may be used only for eligible redemptions through the Platform and remain subject to Section 1.4. Upon expiration, any unused Promotional Credits will be cancelled automatically and will not be reinstated, except where expressly provided in the applicable offer terms or required by applicable law.
6.3. Promotional Credits associated with a transaction may remain pending until the qualifying transaction has been completed and confirmed. Gifted may decline to issue, correct, or reverse Promotional Credits where the underlying transaction is cancelled, refunded, reversed, disputed, subject to a chargeback, fraudulent, made in error, or otherwise ineligible under the applicable offer terms.
6.4. Where a User has available Promotional Credits, such Promotional Credits will be applied automatically before other platform credits or any other entitlement, or a supplemental payment, to the extent the selected transaction is eligible for their use. Any remaining transaction amount may be satisfied using other available Credits and Entitlements or a supplemental payment, as applicable.
7. RECOGNITION SERVICES
7.1. Where enabled by Gifted, Buyers may establish and administer recognition programs through which participating Users may send recognition messages, acknowledge achievements, or award Recognition Points to other eligible participants from award budgets made available by the Buyer (collectively, “Recognition Services”).
7.2. The Buyer determines the rules applicable to its Recognition Services, including participant eligibility, applicable Recognition Points, administrator permissions, permitted award activity, the value and permitted uses of Recognition Points, applicable approval requirements, visibility settings, expiration rules, and the treatment of recognition points when a participant ceases their relationship with the Buyer. Participants’ use of the Recognition Services is subject to those rules and settings, as made available through the Platform or communicated by the Buyer.
7.3. An award budget made available to a participating User constitutes limited authorization to allocate Recognition Points in accordance with the Buyer’s program rules. It does not constitute Recognition Points belonging to that User, may not be withdrawn or redeemed by that User, and may not be transferred or used for self-awards except where expressly permitted by the Buyer’s program settings.
7.4. Recognition Points become available to a Recipient only after a valid award has been submitted and, where applicable, approved and recorded through the Platform. Recognition Points may be used only for eligible redemptions made available under the applicable program and remain subject to Section 1.4, the applicable Redemption Terms, and any program-specific conditions disclosed through the Platform.
7.5. Any message, image, reaction, comment, or other material submitted through the Recognition Services constitutes User Content and is subject to Sections 10, 11 and 16. Such content may be displayed to the Recipient, the Buyer’s administrators, other participants, or other Authorized Users in accordance with the Buyer’s program and visibility settings. Users should not include confidential information or sensitive personal data unless authorized by the Buyer and permitted under the Agreement.
7.6. Gifted or the Buyer may reject, suspend, correct, or reverse any recognition award or related entry that results from an error, duplicate activity, unauthorized access, fraud, misuse, violation of the Buyer’s program rules or this Agreement, or a technical malfunction. Where reasonably practicable, the affected User will be notified of a material correction or reversal.
7.7. The Buyer is responsible for establishing and administering its Recognition Services in compliance with applicable employment, tax, benefits, anti-discrimination, and other laws governing its relationship with participating individuals. Gifted does not determine whether any recognition award or benefit constitutes compensation, wages, or a taxable benefit with respect to any particular participant.
8. ANTI-DISCRIMINATION AND HATE SPEECH POLICY
8.1. 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. 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.
8.2. 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.
9. CONFIDENTIAL INFORMATION
9.1. 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 any non-public parts of the Platform and Services, which shall be considered Confidential Information of Gifted.
9.2. 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, except for copies retained in routine backup systems or as required by applicable law, in each case subject to the confidentiality obligations set forth herein for so long as such information is retained.
9.3. 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.
9.4. 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.
10. CONTENT AND INTELLECTUAL PROPERTY
10.1. 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”).
10.2. 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.
10.3. 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).
10.4. You hereby grant Gifted, and any other User to the extent permitted by us, a non-exclusive, royalty-free, irrevocable, sub-licensable and worldwide right to use the User Content in connection with the Services. 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.
10.5. You acknowledge and agree that Gifted does not generally prescreen User Content, and subject to applicable law 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.
10.6. Gifted may collect and use data relating to the operation, performance, and use of the Platform and Services, including technical logs, device and browser information, feature usage, interactions, and diagnostic data (“Usage Data”), for the purposes of providing, securing, supporting, analyzing, and improving the Platform and Services, developing new features, preventing fraud and misuse, and complying with applicable law. To the extent Usage Data constitutes personal data, it will be processed in accordance with the Privacy Policy and applicable law.
10.7. Subject to applicable law, Gifted may generate and use aggregated or de-identified data derived from the use of the Services for analytics, benchmarking, product development, and other lawful business purposes, provided that such data does not identify, and cannot reasonably be used to identify, any User, Buyer, or individual.
11. COPYRIGHT COMPLAINTS AND TAKE DOWN
11.1. 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.
11.2. Gifted is committed to addressing good-faith claims of copyright or other intellectual property infringement. If you believe that material made available through the Platform or Services infringes rights owned by you or by a person on whose behalf you are authorized to act, you may submit a written infringement notice identifying: (i) the protected work or right claimed to have been infringed; (ii) the allegedly infringing material and information reasonably sufficient to enable Gifted to locate it; (iii) your name and contact details; (iv) a statement that you have a good-faith belief that the disputed use is not authorized by the rights owner, its agent, or applicable law; and (v) your physical or electronic signature.
11.3. You may submit that takedown notice by sending us a notice to: support@gifted.co.
11.4. Gifted may investigate any infringement notice and, where appropriate, remove or disable access to the allegedly infringing material. Gifted may notify the User responsible for the material and provide that User with an opportunity to respond. Users who repeatedly infringe the intellectual property rights of others may have their Accounts suspended or terminated.
11.5. 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.
12. GENERAL REPRESENTATION AND WARRANTIES
12.1. 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.
12.2. USER ACKNOWLEDGES AND AGREES THAT THE PLATFORM AND THE SERVICES, INCLUDING ANY GIFT, GIFT LINK, PLATFORM CREDIT, REDEMPTION FLOW, 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 LINKS, PLATFORM CREDIT AND REDEMPTION FLOWS), 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.
13. LIMITATIONS OF LIABILITY AND REMEDIES
13.1. 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.
13.2. EXCEPT FOR THE EXCLUDED CLAIMS BELOW, AND UNLESS EXPLICITLY AGREED UPON OTHERWISE IN WRITING BETWEEN THE PARTIES, 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.
13.3. NOTHING IN THIS AGREEMENT LIMITS ANY RIGHTS YOU MAY HAVE THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED.
14. CLASS ACTION WAIVER
14.1. 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.
14.2. 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 15 shall survive any termination of these General Terms.
14.3. 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.
14.4. Notwithstanding the foregoing, nothing in this Section prevents a User from seeking public injunctive relief where the right to seek such relief cannot lawfully be waived. Any claim for public injunctive relief that cannot lawfully be resolved in arbitration shall be severed from the remaining claims and determined by a court of competent jurisdiction.
15. PRIVACY AND DATA PROTECTION
15.1. Gifted collects and processes personal data in accordance with its Privacy Policy and, where applicable, the DPA.
15.2. As between Gifted and the applicable Buyer, the Buyer determines the purposes and essential means of processing personal data submitted to or generated through the Platform in connection with the Buyer’s recognition, employee-benefit, gifting, or similar programs, including participant details, recognition messages, awards, and related activity (“Program Data”). Accordingly, with respect to Program Data, the Buyer acts as the controller or business, and Gifted acts as the Buyer’s processor or service provider, as applicable under relevant data protection laws, and processes such Program Data on the Buyer’s behalf and in accordance with the DPA.
15.3. Notwithstanding the foregoing, Gifted may process personal data as an independent controller where it determines the purposes and means of processing, including for Account administration, Platform security, fraud and misuse prevention, legal compliance, and the other purposes described in the Privacy Policy.
15.4. Users may submit personal data relating to other individuals, including through recognition messages, comments, awards, and similar interactions. Before submitting such personal data, the submitting User is responsible for providing all required notices and obtaining all required consents, authorizations, or other valid legal bases for its collection, disclosure, and processing through the Platform.
15.5. 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.
15.6. 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.
16. DISPUTES BETWEEN USERS
Should you have a dispute with another User, whether Recipient, 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 facilitate a resolution or make an adjustment expressly permitted under the applicable terms.
17. INTERACTION WITH THIRD-PARTY PLATFORMS AND SERVICES
17.1. If a Recipient or a buyer opts to redeem any Gift or platform credit via a supported third-party platform or service (e.g., Amazon), Gifted merely facilitate the transfer of the relevant User data and redemption entitlement to said third-party platform on behalf of the Buyer and the Recipient, as applicable. From this point forward, Gifted will not have control over or responsibility for the third party’s redemption process, the selected third-party product or service, or the Recipient’s use of that third-party’s service or products.
17.2. 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.
17.3. Gifted maintains the right, at its absolute discretion and subject to applicable law, 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 and applicable law, ensuring they are not compromised.
18. INDEMNIFICATION
18.1. To the fullest extent permitted by applicable law, the User shall indemnify, defend, and hold harmless Gifted and its affiliates, officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (i) the User’s or any Authorized User’s breach of this Agreement; (ii) any User Content submitted or made available by the User or any Authorized User, including any claim that such User Content infringes or violates a third party’s intellectual property, privacy, publicity, confidentiality, or other rights; (iii) the User’s or any Authorized User’s unlawful, unauthorized, negligent, or willfully improper use of the Platform or Services; or (iv) in the case of a Buyer, the establishment, administration, or operation of its gifting, recognition, employee-benefit, or similar programs, including decisions concerning participant eligibility, employment, compensation, benefits, or taxation.
18.2. Gifted shall provide the User with reasonable notice of any claim for which indemnification is sought. The User shall not settle any claim in a manner that imposes liability, an admission, or any non-monetary obligation on Gifted without Gifted’s prior written consent. Gifted may participate in the defense through counsel of its choice and, if the User fails to defend the claim or a material conflict of interest exists, may assume control of the defense at the User’s expense.
19. TERM AND TERMINATION
19.1. The term of this Agreement will commence upon your acceptance and will continue for as long as the User has an Account or until otherwise terminated as detailed hereunder (“Term”).
19.2. 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.
19.3. 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 provision of the Agreement.
19.4. 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.
19.5. 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 subject to Section 10.2 herein; and (iii) the User will promptly pay to Gifted or any other relevant User all amounts then due and payable under the Agreement. The treatment of any Credits, Gift Links, or other redemption rights remaining or outstanding upon termination shall be governed by the applicable Buyer Terms, Redemption Terms, program-specific terms, and any rights that cannot be waived under applicable law.
19.6. 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.
19.7. We reserve the right to 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.
19.8. The provisions intended to survive the termination of this Agreement shall survive any termination or expiration of this Agreement.
20. MISCELLANEOUS
20.1. 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.
support@gifted.co
20.2. 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. In the event of a conflict, any master services agreement or other agreement separately signed by Gifted and the applicable User shall control, followed by the applicable order form or statement of work, the applicable supplemental terms, and these General Terms, in that order, unless expressly stated otherwise in the signed agreement.
20.3. 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.
20.4. 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.
20.5. 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.
20.6. 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.
20.7. 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.
20.8. 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; PROVIDED THAT, IF THE DISPUTE QUALIFIES AS A CONSUMER DISPUTE UNDER THE AAA CONSUMER ARBITRATION RULES, THE CONSUMER ARBITRATION RULES SHALL APPLY. ARBITRATION FEES AND COSTS SHALL BE ALLOCATED IN ACCORDANCE WITH THE APPLICABLE ARBITRATION RULES. EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES. 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.
20.9. The headings in this Agreement are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this Agreement.
