Terms of Use Agreement

Terms of Use Agreement

Date last modified: March 29, 2017

Introduction.

Gift Guru, Inc. (“Gift Guru”, “Company”, “we”, or “our”) operates gift-guru.com (the “Site”) to help users give joy to their loved ones at every important occasion. We provide tools to help users plan and manage every step of the personal outreach process, from tracking recipients and events, to event planning, to gift discovery and evaluation, and gift purchase and giving. The Site is hosted in the United States.

This Terms of Use Agreement ("Agreement"), which may be modified at any time, constitutes legally binding terms and is a condition to your use of the Site. The term "User" includes both unregistered guests and users with a user account (“Account”) on the Site (such users with an Account are referred to herein as “Enrolled Users”). You are authorized to use the Site only if you agree to abide by all applicable laws, rules and regulations (“Applicable Law”) and the terms of this Agreement, regardless of whether your access or use is intentional. Your continued use of the Site constitutes your acceptance of this Agreement.

We reserve the right to modify this Agreement at any time and will do so from time to time. Each time this Agreement is modified, Enrolled Users will once again have to accept and agree to the updated terms. If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you must discontinue any and all use of the Site immediately.

Binding Arbitration.

This Agreement provide that all disputes between you and Gift Guru that in any way relate to this Agreement or your use of the Site will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under this Agreement (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Dispute Resolution; Arbitration Agreement [** insert link to section below **] for the details regarding your agreement to arbitrate any disputes with Company.

  1. Ownership of the Site

The Site and its content are the exclusive property of Gift Guru, or its licensors or suppliers, as applicable. The Site is protected by United States and international copyright and trademark laws. The contents of the Site, including without limitation all data, files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Site (“Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized by this Agreement or otherwise approved in writing by Gift Guru. You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content or other proprietary information (including images, text, page layout, or form) of Gift Guru without our express written consent.

  1. Accounts; Registration; Passwords; Security and Restrictions.

Use of the Site and registration of an Account on the Site is void where prohibited. In order to access some of the features of the Site, you will have to create an Account. During the registration process, you will be required to provide certain information. By using the Site, you represent and warrant that:

  • all registration information you submit is truthful and accurate;
  • you will maintain the information’s accuracy;
  • you are 13 years of age or older; and
  • your use of the Site does not violate any Applicable Law.

You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

Violations of system or network security may result in civil or criminal liability. Gift Guru will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.

In the event access to the Site or a portion thereof is limited requiring an Account (“Protected Areas”), you agree to access Protected Areas using only your Account as provided to you by Gift Guru. You agree to protect the confidentiality of your Account, including your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your Account, even if the activity is unauthorized by you. Your access to the Site may be revoked by Company at any time with or without cause. You agree to defend, indemnify and hold Company harmless from and against all third party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by Company arising out of your breach of this Agreement or violation of Applicable Law, your use or access of the Site, or access by anyone accessing the Site using your Account.

Your account may be deleted and your access as an Enrolled User may be terminated without warning if we believe that you are under 13 years of age. If you believe that your Account has been compromised, please contact Gift Guru immediately at support@gift-guru.com.

  1. Duration.

You may terminate your Account at any time, for any reason, by following the posted instructions. Gift Guru may terminate your Account at any time, for any or no reason, without prior notice or explanation, and without liability. In addition, Gift Guru expressly reserves the right to remove your account and/or deny, restrict, suspend, or terminate your access to all or any part of the Site if Gift Guru determines, in its sole discretion, that you have violated this Agreement. Even after your Account is terminated, this Agreement will remain in effect.

  1. Communications from Gift Guru.

You agree and acknowledge that Gift Guru may send communications via email to the email address used to create your Account. These email communications include:

  • A confirmation email when you create an Account.
  • Emails containing reminder notifications for events you have added to your calendar on the Site. You may adjust the frequency of these reminder emails and opt to remove all reminder emails via the communication preference settings in your Account.
  • Promotional emails including blog updates, news, and other similar promotions. You may choose to opt out of receiving these emails by clicking the Unsubscribe button at the bottom of the email.
  • Emails detailing modifications made to the site, including modifications made to this Agreement and modifications made to our Privacy Policy.
  1. Accuracy and Integrity of Information.

Although Gift Guru attempts to ensure the integrity and accuracy of the Site, it makes no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the Site and Content thereon. It is possible that the Site could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site by third parties. In the event that an inaccuracy arises, please inform Gift Guru so that it can be corrected. Gift Guru reserves the right to unilaterally correct any inaccuracies on the Site without notice. Information contained on the Site may be changed or updated without notice. Additionally, Gift Guru shall have no responsibility or liability for information or Content posted to the Site from any non-Company affiliated third party.

  1. Third Parties.

As part of the Site, we will provide links to third party sites as well as post content or items belonging to or originating from third parties (“Third Party Sites”). Gift Guru is not responsible for any Third Party Sites and has no control over Third Party Sites or anything available on such sites. Gift Guru does not investigate, monitor, or check Third Party Sites for accuracy, appropriateness, or completeness. The inclusion of Third Party Sites on the Site does not imply approval or endorsement by Gift Guru. Links to Third Party Sites are provided “as is” and are subject to change or removal at any time. If you choose to leave the Site to access Third Party Sites, you should review the Terms of Use Agreements and other applicable policies of such Third Party Sites. When accessing Third Party Sites, you will be bound by the Third Party Site’s terms and policies, and this Agreement is no longer applicable. Gift Guru takes no responsibility and assumes no liability for Third Party Sites that you or any other user or third party posts to or accessed from the Site. Gift Guru is not liable for any loss or damage resulting from anyone’s reliance on information or other content posted to or linked from the Site.

  1. Monetization of Links to Third Party Sites.

Some links from Gift Guru to Third Party Sites are monetized by third party services. Gift Guru receives compensation for its role in the gift purchasing process by referring prospective purchasers to products on Third Party Sites. This compensation does not affect the final purchase price of such products. This referral disclosure is provided in accordance with the United States Federal Trade Commission’s 16 CFR § 255.5.

Gift Guru is a participant in the Amazon Services LLC Associates Program. The Amazon Services LLC Associates Program is an advertising program that allows sites to earn advertising fees by advertising and linking to products on Amazon’s websites. ANY CONTENT ON THIS SITE THAT COMES FROM AMAZON SERVICES LLC IS PROVIDED 'AS IS' AND IS SUBJECT TO CHANGE OR REMOVAL AT ANY TIME.

  1. Disclaimers.
  • 8.1 Gift Guru is not responsible for and makes no warranties, express or implied, as to the accuracy and reliability of the content posted through or in connection with the Site. Such content does not necessarily reflect the opinions or policies of Gift Guru.
  • 8.2 Gift Guru is not responsible for the conduct, whether online or offline, of any User of the Site.
  • 8.3 Gift Guru makes no guarantee of satisfaction with any gift recommendations provided by the Site or any subsequent purchases made in connection with such recommendations. When Users purchase any gift recommended by the Site, these purchases are made on a Third Party Site. When Users leave the Site to make purchases on a Third Party Site, this Agreement no longer applies and Users are bound by the Third Party Site’s applicable terms and policies.
  • 8.4 If Users wish to return any items purchased on a Third Party Site in connection with use of the Site, Users must follow the Third Party Site’s return policies and procedures. Gift Guru plays no role in this process and We do not guarantee satisfaction in these processes.
  • 8.5 Gift Guru assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User communication. Gift Guru is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Site, including, without limitation, any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Site.
  • 8.6 Under no circumstances shall Gift Guru be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from use of the Site or from the conduct of any Users of the Site, whether online or offline.
  1. Prohibited Use of the Site.

By accepting this Agreement, you agree to not:

  • promote, advance, or indicate any illegal or unlawful activities;

  • harass or advance harassment of another person;

  • constitute or promote information that you know is false or misleading or promote illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

  • involve the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";

  • provide instructional information about illegal activities including, but not limited to, violating someone's privacy, or providing or creating computer viruses;
  • solicit passwords or personal identifying information for commercial or unlawful purposes from other Users;

  • promote or endorse commercial activities and/or sales without prior written consent from Gift Guru;

  • violate or attempt to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person. If at any time you see content posted which you believe violates or attempts to violate the rights listed above please contact Gift Guru immediately at support@gift-guru.com.

  • engage in any activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;

  • provide or using “tracking” or monitoring functionality in connection with the Site including identifying other Users’ views, actions or other activities;

  • interfere with, disrupt, or create an undue burden on the Site or the networks or services connected with the Site;

  • impersonate or attempt to impersonate another person or entity (including, without limitation, the use of email addresses of or associated with any of the foregoing);

  • use the account or password of any Enrolled User at any time or disclose your password to any third-party or permitting any third-party to access your Account;

  • display any unauthorized commercial advertisement or accept payment or anything of value from a third party in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Site on behalf of that person;

  • use any automated system, including, but not limited to, scripts or bots in order to harvest email addresses or other data from the Site for the purposes of sending unsolicited or unauthorized material;

  • using the Site in a manner inconsistent with any and all Applicable Law.

We reserve the right to investigate and take appropriate legal action against anyone who, in Gift Guru's sole discretion, violates this provision, including, without limitation, terminating the Accounts of such violators and/or reporting such violations to law enforcement authorities.

  1. Dispute Resolution; Arbitration Agreement.

We will try work in good faith to resolve any issue you have with the Site if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer's satisfaction.

You and Gift Guru agree that any dispute, claim or controversy arising out of or relating in any way to this Agreement or your use of the Site shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to this Agreement, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Gift Guru are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and any other contractual relationship between you and Gift Guru.

If you desire to assert a claim against Gift Guru, and you therefore elect to seek arbitration, you must first send to Gift Guru, by certified mail, a written notice of your claim ("Notice"). The Notice to Gift Guru should be addressed to: Gift Guru, Inc., 316 W Washington #675, Madison, WI 53703 ("Notice Address"). If Gift Guru desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Gift Guru, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If Gift Guru and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Gift Guru may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Gift Guru or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this Agreement, including this arbitration agreement. Unless Gift Guru and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in Madison, Wisconsin. If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Gift Guru’s last written settlement offer made before an arbitrator was selected (or if Gift Guru did not make a settlement offer before an arbitrator was selected), then Gift Guru will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.

YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, unless both you and Gift Guru agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

If this arbitration provision is found to be unenforceable, then: (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of this Agreement shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Dane County, Wisconsin.

  1. Limitation on Liability.

IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES AND LOST DATA DAMAGES ARISING FROM, OR RELATING IN ANY WAY TO, YOUR USE OF THE SITE, SITE-RELATED SERVICES, AFFILIATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE, AND/OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORRT OR OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEMDY FOR DISSATISFACTION WITH THE SITE, SITE-RELATED SERVIDES AND/OR LINKED WEBSITES IS TO STOP USING THEM. TO THE EXTENT ANY ASPECT OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF COMPANY TO YOU WITH RESPECT TO YOUR USE OF THE SITE IS $500.

  1. Warranty Disclaimer.

COMPANY DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE SITE.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND LINKED WEBSITES. COMPANY DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.

  1. Indemnification.

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement or your use of the Site including, but not limited to, any use of the content, services, and products of the Site other than as expressly authorized in this Agreement or your use of any information obtained from the Site.

  1. Severability.

If any provision of this Agreement is to any extent invalid or unenforceable, that provision shall be excluded to the extent of such invalidity or unenforceability; all other terms shall remain in full force and effect.

  1. Assignment.

We may transfer, subcontract, or otherwise deal with our rights and obligations under this Agreement without notifying you or obtaining your consent. You may not transfer, subcontract, or otherwise deal with your rights and obligations under this Agreement.

  1. Legal Notice.

When legal notice must be provided to Gift Guru, notice may only be addressed to:

Gift Guru, Inc.

316 W. Washington #675

Madison, WI 53703

Any electronic communications will not constitute legal notice to Gift Guru or any of its officers, employees, agents or representatives.

  1. Other.

The failure of Gift Guru to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

To contact us with any questions or concerns about this Agreement, please contact Gift Guru at support@gift-guru.com.

I HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE. I UNDERSTAND THAT NOT READING THIS AGREEMENT AND/OR CLAIMING IGNORANCE IS NOT A DEFENSE AND I WILL BE BOUND BY ITS CONDITIONS REGARDLESS.