Terms of Service

These terms of service (these “Terms”) constitute a legally binding agreement between you and SimplyGift Technologies Inc. (“SimplyGift”, “Company”, “we”, “us” or “our”) governing your use of our website at www.simplygift.com (including any subdomain or localized version), our iOS and Android mobile applications, and our services for hosts, contributors, and other users (collectively, the “Service”).

If you are using the Service on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to the Terms for that organization and representing and warranting that you have the authority to bind that organization to the Terms. In such a case, “you”, “your” and “User” will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and the Company.

Please read these Terms carefully before using the Services. By accessing, using or browsing the Services, you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. You understand and agree that we will treat your access or use of the Services as acceptance of the Terms from that point onwards. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN, YOU MAY NOT USE OR ACCESS THE SERVICE.

Definitions

For the purposes of these Terms:

“Event” means any page, listing, experience, registry, wedding page, celebration page, gift page, contribution page, or other page or workflow created, published, administered, displayed, shared, or made available by or on behalf of a Host through the Service for the purpose of soliciting, receiving, displaying, organizing, or facilitating Gifts.

“Gift” means any monetary gift, payment, contribution, amount, transfer, or attempted transfer made, initiated, authorized, or submitted by a Contributor through the Service in connection with an Event. For greater certainty, a Gift is made to or for the benefit of the applicable Host, recipient, Event, or other person identified in connection with the Event, and not to SimplyGift, except to the limited extent that SimplyGift receives any disclosed fees or other amounts expressly payable to SimplyGift under these Terms.

“Host” means any User who creates, owns, administers, controls, promotes, manages, or otherwise makes available an Event through the Service, whether or not that User is the recipient or beneficiary of any Gift made in connection with that Event.

“Contributor” means any User who makes, attempts to make, or is invited to make a Gift through the Service in connection with an Event.

“User” means any person who accesses, browses, visits, registers for, creates an account for, is invited to, interacts with, or otherwise uses the Service in any manner, including any Host, Contributor, invitee, recipient, account holder, or other person who accesses, browses, views, or interacts with the Service without hosting an Event or making a Gift.

SimplyGift Services

Our Services. Subject to these Terms, you may access and use the Service to create, publish, manage, share, view, and contribute to event, gifting, registry, celebration, or similar pages and related workflows made available by SimplyGift from time to time.

The Service allows Hosts to create and administer Events, provide Event-related content and information, invite Contributors and other Users to view or participate in Events, and access links, interfaces, and other tools that connect to payment-related services providers made available through third-party payment processors. The Service also allows Contributors and other Users to view Events and, where applicable, make or attempt to make Gifts in connection with Events.

You acknowledge and agree that SimplyGift provides a technology platform and related tools only. We do not create, verify, endorse, control, supervise, or guarantee any Event, Host, Contributor, Gift, stated purpose, promised use of funds, gift, experience, benefit, representation, statement, or other content created, published, submitted, displayed, shared, or made available by Users through the Service. All such content and related representations are provided by Users who are independent of, and are not employed or engaged by, us or any of our affiliates.

SimplyGift is not a party to any arrangement, understanding, representation, promise, transaction, relationship, or dispute between or among any Host, Contributor, User, or other third party, except to the limited extent expressly set out in these Terms. Without limiting the foregoing, SimplyGift does not guarantee the legitimacy, accuracy, safety, purpose, delivery, use, outcome, or availability of any Event, Gift, or related User content.

Age Requirements. The Services are not intended to be used by children. You must be at least eighteen (18) years of age at the time you are using the Services.

Geographic limitation. The Service is offered only to Users located in Canada, excluding Quebec, and in the United States, unless SimplyGift expressly agrees otherwise in writing. The Service is not directed to residents of Quebec and may not be accessed or used from Quebec. By accessing or using the Service, you represent and warrant that you are located in a supported jurisdiction and are not located in, resident in, or accessing or using the Service from Quebec. SimplyGift may suspend, restrict or terminate access to the Service if it determines or suspects that a User is accessing or using the Service from an unsupported jurisdiction.

User Accounts; Registration Data; Account Security

User Account. In order to access and use the Services, you must register for an account through our app or website (“User Account”). When and upon registering for a User Account, you agree to (i) provide accurate, current and complete information as may be prompted through online accounts you may have with third party or social media services (such as Google or Apple Sign-In) or by any registration forms available through the Service (“Registration Data”); (ii) maintain the security of your password; (iii) maintain and promptly update the Registration Data, and any other information you provide to SimplyGift, and to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to the Registration Data and any other information or material you provide to SimplyGift. We will not be liable for any loss or damage from your failure to comply with this obligation. You may not allow other persons to use your User Account and you agree that you are the sole authorized user of your User Account. You shall at all times be responsible and liable (to us and to others) for all actions conducted through and related to your User Account.

Disabling your User Account. We reserve the right to disable your User Account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your User Account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations.

Signing-In Through Third-Parties. We may permit you to register for and log on to the Services via certain third-party services (such as Google Sign-On). The third party’s collection, use, and disclosure of your information will be subject to that third-party service’s privacy notice. Further information about how SimplyGift collects, uses, and discloses your personal information when you link your User Account with your account on any third-party service can be found in our Privacy Policy.

Host and Contributor Responsibilities

Event and Host Responsibility. Each Host is solely responsible for each Event created, published, administered, promoted, shared or made available by or on behalf of that Host, including all User Content, statements, descriptions, promises, representations, omissions and other information associated with the Event. Without limiting anything else in these Terms, each Host is solely responsible for: (a) the truthfulness, accuracy and completeness of all Event information; (b) the Host’s right and authority to create the Event and solicit, receive and use Gifts; (c) the legality of the Event and all related conduct; (d) the Host’s use of Gifts and any related funds; (e) any promised goods, services, experiences, benefits, acknowledgements or other commitments made in connection with the Event; (f) any refunds, customer service, complaints, disputes or communications related to the Event; and (g) compliance with applicable law, Payment Processor terms, card network rules, sanctions laws, anti-money laundering and anti-terrorist financing requirements to the extent applicable, consumer protection laws, advertising laws, privacy laws and tax obligations.

Gifts. Each Gift is made at the Contributor’s discretion. SimplyGift does not guarantee the legitimacy, accuracy, safety, purpose, delivery, use, outcome or availability of any Event or Gift.

Contributor Acknowledgements. Each Contributor acknowledges and agrees that: (a) Gifts are made to or for the benefit of the applicable Host, recipient, Event or other person identified in connection with the Event, and not to SimplyGift, except to the limited extent SimplyGift receives disclosed fees or other amounts expressly payable to SimplyGift under these Terms; (b) SimplyGift does not verify every Event, Host, recipient, use of funds, statement or representation made through the Service; (c) SimplyGift does not guarantee that any Gift will be used for any particular purpose or that any Event will occur, be completed or achieve any intended outcome; and (d) refund, complaint, dispute, chargeback and payment rights may be governed by applicable law, card network rules and Payment Processor procedures. Nothing in these Terms limits any non-waivable rights a Contributor may have under applicable law.

Privacy Policy and Additional Policies

Privacy Policy. We will collect some of your personal or business information to create your User Account and thereafter in your use of the Service. All personal and business information and data collected, used or disclosed while providing the Service is governed by our privacy policy located at www.simplygift.com (“Privacy Policy”). By using the Service, you agree to our use, collection and disclosure of personally identifiable or business information and data in accordance with the Privacy Policy.

Additional Policies. In addition, by using the Service, you agree to be bound by any additional policies, guidelines, rules, obligations, agreements or documents communicated through the Service, including, without limitation, as applicable, any policies referred to in these Terms. For example, we may post additional policies, guidelines, rules, obligations or agreements that specifically relate your use of the Service. You agree to comply with such policies, guidelines, rules, obligations or agreements even if they are not identified in these Terms.

Your License to Use the Services; License Restrictions

License to Use the Service. Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Services, including to download the app on a permitted device, and to access SimplyGift Content (as defined below) through your use of the Services (the “License”). You acknowledge and agree that we may terminate this license at any time for any reason or no reason.

License Restrictions. Such License is subject to these Terms. Specifically, you may not:

make or distribute unauthorized copies of the Services or any SimplyGift Content included therein;

modify or create derivative works based on the Services;

incorporate the Services or any portion thereof into any other program or product;

remove or modify any copyright, trademark or other proprietary notices that have been placed in the Services;

use the Services, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;

interfere with or attempt to interfere with the proper working of the Services, disrupt our website, the app or any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;

use automated scripts to collect information from or otherwise interact with the Services;

impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from SimplyGift;

download any User Content available on the Services, including your own User Content, unless authorized by SimplyGift; and

circumvent, reverse engineer, modify, disable, or otherwise tamper with any security technology that SimplyGift uses to protect the Services or encourage or help anyone else to do so.

You represent and warrant that your use of the Services will be consistent with this License and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.

SimplyGift Content and Intellectual Property

As between you and SimplyGift, all content, software, images, text, graphics, illustrations, designs, layouts, templates, logos, icons, card designs, digital greeting cards, gift cards, card artwork, card copy, card names, card collections, themes, animations, photographs, audio, videos, music, user interfaces, visual interfaces, interactive features, the “look and feel” of the Service, and all intellectual property rights related thereto (the “SimplyGift Content”) are the property of SimplyGift or its licensors, and are protected by Canadian and international copyright laws, and all rights to the app, the website and to the SimplyGift Content are expressly reserved. For greater certainty, SimplyGift Content includes all card templates, card designs, design elements, layouts, themes, artwork, icons, fonts, visual interfaces, interactive features, and other materials made available by or through SimplyGift for use in creating, customizing, displaying, sending or sharing a card, Gift, Event or related communication through the Service. SimplyGift Content does not include User Content (defined below) that a User independently uploads, submits, inputs or adds to such materials, including any User-provided photographs, names, personal messages, captions, videos, audio, logos or other materials, except to the extent such User Content is incorporated into or combined with SimplyGift Content through the functionality of the Service. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Use of the SimplyGift Content or materials on the Services for any purpose not expressly permitted by these Terms is strictly prohibited. The SimplyGift Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent.

User Content

User Content. “User Content” is the property of its respective owners, such as the User that submitted, inputted, uploaded or otherwise made it available through the Service. User Content on the Service may include posted text, photographs, videos, images, sound recordings, messages, Event descriptions, Event details, recipient information, Gift messages, names, profile information, logos, trademarks, links, comments, communications between Users, and other materials, information or data uploaded, posted, submitted, transmitted or otherwise made available by or on behalf of a User through the Service. For greater certainty, User Content includes content provided by or on behalf of a Host in connection with an Event, and content provided by or on behalf of a Contributor in connection with a Gift or an Event. User Content does not include verification, identity, payment, tax, banking, compliance, fraud-prevention, risk-review, or similar information or documentation that you provide to SimplyGift, a payment processor, or any of our service providers in connection with your account, an Event, a Gift, payment processing, payouts, verification, dispute handling, fraud prevention, compliance or risk management (“Verifying Information”). Verifying Information is not treated as User Content for the purposes of the licence granted in Section 7 and will be collected, used, disclosed, stored and otherwise processed in accordance with these Terms and our Privacy Policy.

Responsibility. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you, another User or any other person. Without limiting the foregoing, each Host is solely responsible for all User Content submitted, posted, displayed or made available in connection with its Event, and each Contributor is solely responsible for all User Content submitted, posted, displayed or made available in connection with its Gift or participation in an Event. Although we have no obligation to do so, we have the absolute discretion to remove, screen, disable access to, restrict, block, disallow, delete or edit without notice any User Content posted, submitted, transmitted or stored on or through the Service, and we may do this at any time and for any reason. Without limiting the foregoing, we may remove, screen, disable access to, restrict, block, disallow, delete or edit any User Content that, in our opinion, does not comply with these Terms, including the User Content Guidelines set out at Section 9 below, or in response to complaints from other Users or third parties, with or without notice and without any liability to you. You are solely responsible for maintaining copies of and replacing any User Content you post, submit or store on or through the Service.

Event Content and User Content Retention. You acknowledge and agree that Events are intended to be time-limited and that Event pages may not remain available through the Service indefinitely. Event pages may expire or no longer remain publicly available after the Event date has passed. Unless otherwise agreed by SimplyGift in writing, certain User Content associated with Gifts made in connections with an Event, including Gift messages, may remain available to the applicable Host for up to one-hundred sixty (160) days after the Event date or such other period as SimplyGift may determine from time to time. SimplyGift may remove, disable access to, archive or delete any Event page or related User Content after the applicable retention period has expired, except to the extent required by applicable law. Users are solely responsible for saving or exporting copies of any User Content they wish to retain, where they have the right and permission to do so and in accordance with these Terms. For greater certainty, a User may only save, copy, download, export, share or otherwise retain User Content to the extent permitted by the functionality of the Service, these Terms, applicable law, and the rights and permissions granted by the owner of such User Content. Nothing in this Section grants any User the right to copy, download, retain, use or exploit any SimplyGift Content except as expressly permitted by these Terms.

Disclosing your User Content. We also reserve the right, at all times and in our sole discretion, to disclose any User Content and other related information for any reason, including without limitation (a) to satisfy any applicable law, regulation, legal process or governmental request; (b) to enforce these Terms; (c) to protect our legal rights and remedies; (d) if we, in our reasonable discretion, believe that someone’s health or safety may be threatened; or (e) to report a crime or other offensive behavior.

Your Limited License of Your User Content to the Company

Ownership. We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to provide the Service, now and in the future. For example, if you, a Host, create an Event with photographs, descriptions, location information, access instructions, availability, features, or other information about the Event, we need your license to display that User Content on the Service, and we need the right to sublicense that User Content to other Users of the Service so that they can view that User Content.

License. Therefore, by posting or distributing User Content to or through the Service, you: (a) grant the Company and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Service may from time to time use such User Content; and (b) represent and warrant that: (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to post and distribute that User Content to or through the Service; and (ii) the use, posting or other transmission of such User Content does not violate these Terms, including the restrictions described in Section 11 below, any rights of any third party, or any applicable law.

Sublicense. If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Service, as described in this Section.

Rights Granted. These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Service. And they are transferable because we need the right to transfer these licenses to any successor operator of the Service. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Service does this to your User Content when it processes it for use on the Service.

Terminating this License. You can terminate the licence granted by you under this Section for specific User Content by deleting such User Content from the Service, or generally by closing your User Account, except: (a) to the extent other Users have accessed, copied, re-shared, stored or otherwise used your User Content in accordance with these Terms or the functionality of the Service; (b) for the reasonable time it takes to remove such User Content from backup and other systems; (c) where such User Content or related data has been aggregated, anonymized or de-identified; and (d) to the extent we are required or permitted to retain or use such User Content to comply with applicable law, maintain business records, process or document Events, Gifts, payments or payouts, administer refunds, disputes, chargebacks, complaints, investigations or Payment Processor reviews, enforce these Terms, protect our legal rights and remedies, or prevent, detect or address fraud, security, payment, compliance or risk issues.

Right to Monetize and Advertising. You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Services, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions and usage data, and except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value whatsoever. However, we have the right, without payment to you or others, to serve ads near your User Content.

Security of the Service

To ensure reliability and to protect the User Content, we use high grade hosting services and security technologies that we believe will provide you with a secure and safe environment. For example, all User Content and information on the Service is encrypted using SSL certificates. However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use the Service, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability.

User Content Guidelines

Whenever you access or use a feature that allows you to upload, submit, post, transmit, display, share or otherwise make available User Content through the Service, or to communicate or interact with other Users through or in connection with the Service, you must comply with the User Content Guidelines set out in this Section.

Sharing User Content Outside the Service. You may be permitted to save, download, export, copy or share certain User Content outside the Service, including Event-related content, Gift messages, photographs, images or other materials, where permitted by the functionality of the Service. If you choose to do so, you are solely responsible for ensuring that your use, saving, downloading, exporting, copying, sharing or posting of such User Content complies with these Terms, applicable law, the rights and permissions of the owner of the User Content, and the terms, policies and content guidelines of any third-party site, application, platform or service through which you share or post such User Content. You represent and warrant that any User Content you save, download, export, copy, share or post outside the Service, and your use of such User Content, will comply with these Terms, applicable law, and all applicable third-party terms and policies. You will be responsible for, and agree to indemnify us for, any loss, liability, claim, demand, damage, cost or expense we suffer or incur arising out of or relating to your breach of this warranty.

Guidelines. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish on or through the Service any User Content that:

you did not create or have permission to post;

is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, racist, prejudiced, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable in our sole opinion;

infringes any patent, trademark, trade secret, copyright or other right of any other person or entity;

violates these Terms or that would otherwise create liability or violate any statutes, rules, regulations, orders or other governmental acts of any jurisdiction, whether foreign or domestic;

contains any information that you do not have a right to make available under any law or under contractual or fiduciary relationships;

is intended to be misleading or deceptive;

attempts to impersonate any other party or misrepresent your identity, authority, relationship to any person, organization or Event, or entitlement to receive Gifts;

contains private information of any third party, including without limitation, anyone’s identification documents, unless that third party has expressly consented to such use;

contains viruses, corrupted data or other harmful, disruptive or destructive files;

incorporates advertisements, endorsements, promotions, solicitations, sponsorships, brand placements or commercial content not specifically authorized by SimplyGift in advance;

we determine in our sole opinion is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose SimplyGift or its affiliates or its Users to any harm or liability of any type.

Feedback

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (“Feedback”), provided by you to us are non-confidential and shall become the sole property of SimplyGift. SimplyGift shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Payment Processors

SimplyGift itself does not hold funds made available through the Service, and SimplyGift does not directly process payments. Instead, payment processing services made available through the Service are provided by one or more third-party payment processors, including Stripe or any other payment processor we may make available from time to time (each, a “Payment Processor”). To create an Event, receive Gifts, receive payouts, make a Gift payment, or otherwise access certain payment-related features of the Service, a User may be required to create, connect, maintain, or verify an account with a Payment Processor, provide payment method, bank account, payout, billing or other payment-related information, complete identity, business, tax, compliance, fraud-prevention, or other verification checks, and agree to the applicable Payment Processor’s terms, policies, agreements, and requirements.

By using any payment-related functionality of the Service, including by creating or administering an Event, making or attempting to make a Gift payment, receiving or attempting to receive a payout, connecting a payment or payout account, providing a payment method, or otherwise participating in a payment transaction through the Service, you acknowledge and agree to be bound by the applicable Payment Processors terms and that: (a) the applicable Payment Processor may process, use, transfer, store, and disclose your information in accordance with its own terms, policies, and privacy notices; (b) SimplyGift may share information about you, your account, your Event, your Gift, your payment method, your billing information, your payout information, your transactions, and your use of the Service with the applicable Payment Processor as reasonably necessary to provide the Service, process Gift payments and payouts, conduct verification, prevent fraud, manage risk, handle disputes, chargebacks, refunds, reversals and investigations, comply with applicable law, and enforce these Terms; and (c) your use of payment-related functionality is subject to these Terms and to all applicable terms, policies, agreements, and requirements of the applicable Payment Processor.

Payment Processors may delay, hold, reject, reverse, refund, suspend, restrict, or refuse any payment, Gift, payout, transfer, account, or transaction, including for reasons relating to verification, fraud prevention, risk management, disputes, chargebacks, prohibited activities, sanctions screening, compliance, or applicable law. SimplyGift is not responsible for any act or omission of any Payment Processor, bank, card network, issuer, acquirer, financial institution, or other third party, including any delay, hold, rejection, reversal, refund, suspension, restriction, payment failure, payout failure, account limitation, or payment decision.

Your obligations to SimplyGift under these Terms are separate from, and in addition to, any obligations you may have to a Payment Processor.

Fees, Payments, and Payment Disputes

SimplyGift Fees. SimplyGift may charge fees for the use of certain features or functionality of the Service, including fees in connection with Gifts made through the Service (the “SimplyGift Fee”). The SimplyGift Fee is charged to the Contributor in addition to the Gift amount and will be displayed to the Contributor before payment is completed. When a Contributor makes a Gift through the Service, the total amount charged to the Contributor may include: (a) the amount of the Gift selected or entered by the Contributor, which is intended to be made available to the applicable Host, subject to these Terms and any applicable Payment Processor requirements; and (b) the SimplyGift Fee, which is payable to SimplyGift for providing and operating the Service. The applicable SimplyGift Fee and total amount payable by the Contributor will be disclosed before the Contributor completes the Gift payment.

Authorizations. By making or attempting to make a Gift through the Service, the Contributor authorizes the applicable Payment Processor to charge the Contributor’s selected payment method for the total amount disclosed at checkout, including the Gift amount, the SimplyGift Fee, and any applicable taxes, currency conversion charges, or other amounts disclosed at the time of payment. All Gifts are subject to the underlying payment being authorized, settled and not reversed, refunded, cancelled, disputed or charged back. Each Host is responsible for chargebacks, reversals, refunds, payment disputes, negative balances and related payment losses connected to its Event, including where a Gift has already been paid out or otherwise made available. Any amount that SimplyGift pays, reimburses, absorbs or is charged in connection with the foregoing will be a debt owed by the Host to SimplyGift and payable on demand. SimplyGift may record unpaid amounts as a negative balance on the Host’s account, set off such amounts against undisbursed Gifts or other amounts payable to the Host, and suspend or restrict the Event, account or payment-related functionality until such amounts are repaid.

No Refund. Unless otherwise stated by SimplyGift or required by applicable law, the SimplyGift Fee is non-refundable, including where a Gift is refunded, reversed, cancelled, disputed, subject to a chargeback, or otherwise not made available to a Host. SimplyGift may, in its sole discretion, refund, waive, reduce, or credit any SimplyGift Fee, but is not required to do so unless required by applicable law. Gifts are final and non-refundable once submitted through the Service.

Taxes. Unless otherwise stated, SimplyGift Fees and Gifts are exclusive of applicable taxes. You are responsible for all taxes, duties, levies and similar governmental assessments arising from your use of the Service, your receipt of Gifts, or any amounts payable by you.

Changes to Fees. SimplyGift may change its fees, fee structure, or the manner in which fees are calculated from time to time. Any applicable fees will be disclosed through the Service before they are charged, where required by applicable law. Your continued use of the Service after a fee change becomes effective constitutes your acceptance of the updated fees, subject to any non-waivable rights you may have under applicable law.

Risk Controls and Cooperation; Prohibited Activities

Risk Controls. SimplyGift may, with or without notice, suspend, restrict, remove, disable, delay, review or refuse any Event, Gift, payout-related feature, User account, User Content or other Service functionality, and may initiate, facilitate, decline, administer or otherwise address refunds or related payment actions, in each case to the extent available through the Service or permitted by the applicable Payment Processor’s tools, settings, terms or procedures, if SimplyGift reasonably believes that: (a) an Event, Gift, Host, Contributor, User or User account may be fraudulent, unlawful, misleading, deceptive, unauthorized or in breach of these Terms; (b) there is elevated chargeback, refund, payment, fraud, legal, compliance, operational or reputational risk; (c) additional identity, payment, banking, tax, Event, compliance or risk-related verification is required; (d) a Payment Processor, bank, card network, issuer, acquirer, financial institution or other third party requires or recommends such action; (e) the Service is being used or may be used for prohibited, restricted, high-risk or unlawful activity; or (f) such action is reasonably necessary to protect SimplyGift, Users, Payment Processors or other third parties.

Investigation Cooperation. You agree to promptly provide all information, records, communications, evidence and cooperation reasonably requested by SimplyGift or a Payment Processor in connection with identity verification, Event review, fraud prevention, risk management, refunds, disputes, chargebacks, complaints, investigations, compliance reviews, legal requests, enforcement of these Terms or operation of the Service. If you fail to cooperate, SimplyGift may suspend, restrict or terminate your access to all or part of the Service, remove or disable access to any Event or User Content, withhold or delay access to payment-related functionality to the extent permitted by the Service and applicable Payment Processor settings, and resolve any related matter based on the information available to SimplyGift.

Prohibited Activities. You may not, and may not permit any other person to, access or use the Service to: (a) violate these Terms, any Payment Processor terms, or any applicable law; (b) commit, facilitate or promote fraud, impersonation, identity theft, deception, misrepresentation or unauthorized payment activity; (c) use stolen cards, unauthorized payment credentials, false identity information or payment methods that you are not authorized to use; (d) create, promote or participate in fake, misleading, deceptive or unlawful Events; (e) misstate, misrepresent or omit material information regarding any Event, Host, recipient, purpose of a Gift, use of funds, promised gift, benefit, experience, product, service, charitable purpose, tax treatment or refund availability; (f) engage in payment laundering, money laundering, cash-equivalent activity, cash advances, sanctions evasion, terrorist financing, off-platform settlement schemes or other prohibited financial activity; (g) use the Service for raffles, lotteries, gambling, illegal contests, regulated goods or services, or any activity prohibited or restricted by SimplyGift or a Payment Processor; (h) interfere with or circumvent any verification process, fraud control, risk control, security feature, payment restriction, reserve, hold, suspension or other measure used by SimplyGift or a Payment Processor; (i) engage in any circular, self-funded, artificial, deceptive or collusive Gift activity, including contributing to your own Event, causing or encouraging another person to contribute to an Event using funds, payment methods or payment credentials controlled by you, or otherwise using the Service to create or attempt to create an artificial payout, refund, chargeback or payment-processing benefit; (j) attempt to evade a refund, dispute, chargeback, investigation, review, complaint, enforcement action or other payment-related process; (k) copy, scrape, reverse engineer, exploit or misuse the Service except as expressly permitted by law; or (l) upload or transmit malware, harmful code or materials that infringe, violate or misappropriate another person’s rights. SimplyGift may determine, in its reasonable discretion, whether any conduct violates this Section.

Advertising

As part of the Services, we may include advertisements provided by SimplyGift and/or a third party, which may be targeted to the User Content or information on the Services, queries made through the Service, or other information. The types and extent of advertising on the Service are subject to change. In consideration for SimplyGift granting you access to and use of the Services, you agree that SimplyGift and its third-party providers and partners may place such advertising on the Services or in connection with the display of User Content or information from the Service whether submitted by you or other Users. Third party advertisers and sponsors are responsible for ensuring that material submitted for inclusion in advertisements on the Services is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser’s or sponsor’s materials.

Warranty Disclaimer

THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES FROM SIMPLYGIFT OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY AND SECURITY. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. WE ASSUME NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, PAYMENT PROCESSING FAILURE, PAYOUT FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER CONTENT, EVENTS, GIFTS, ACCOUNTS OR PAYMENT-RELATED INFORMATION. SIMPLYGIFT CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE.

SIMPLYGIFT DOES NOT REPRESENT OR WARRANT THAT ANY EVENT, GIFT, HOST, CONTRIBUTOR, USER CONTENT OR OTHER CONTENT OR INFORMATION MADE AVAILABLE THROUGH THE SERVICE IS ACCURATE, COMPLETE, UP TO DATE, RELIABLE, CURRENT, LAWFUL, NON-MISLEADING OR ERROR-FREE. THE INFORMATION AND MATERIALS IN THE USER CONTENT, INCLUDING USER CONTENT PROVIDED IN CONNECTION WITH AN EVENT OR GIFT, HAVE NOT NECESSARILY BEEN VERIFIED OR APPROVED BY US, AND UNDER NO CIRCUMSTANCES WILL WE BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S USE OF THE SERVICE, ANY EVENT, ANY GIFT, ANY USER CONTENT POSTED ON OR THROUGH THE SERVICE OR TRANSMITTED TO OR BY USERS, OR ANY INTERACTIONS, ARRANGEMENTS, PROMISES, REPRESENTATIONS, DISPUTES OR TRANSACTIONS BETWEEN USERS, WHETHER ONLINE OR OFFLINE.

PAYMENT PROCESSING SERVICES MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED BY THIRD-PARTY PAYMENT PROCESSORS AND NOT BY SIMPLYGIFT. SIMPLYGIFT DOES NOT REPRESENT OR WARRANT THAT ANY GIFT, PAYMENT, PAYOUT, REFUND, REVERSAL OR OTHER TRANSACTION WILL BE AUTHORIZED, PROCESSED, SETTLED, PAID OUT, COMPLETED OR MADE AVAILABLE TO ANY HOST OR OTHER PERSON.

Limitation of Liability; Indemnity

YOU WAIVE AND SHALL NOT ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER AGAINST SIMPLYGIFT, ITS AFFILIATES OR SUBSIDIARIES, THEIR SPONSORS, CONTRACTORS, VENDORS, PAYMENT PROCESSORS, SERVICE PROVIDERS OR OTHER PARTNERS, ANY OF THEIR SUCCESSORS OR ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES (COLLECTIVELY, THE “RELEASED PARTIES”) ARISING OUT OF OR IN ANY WAY RELATING TO YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OR ALLEGATIONS RELATING TO ANY EVENT, GIFT, HOST, CONTRIBUTOR, USER CONTENT, SIMPLYGIFT CONTENT, PAYMENT, PAYOUT, REFUND, REVERSAL, CHARGEBACK, PAYMENT PROCESSING DECISION, OR ALLEGED INACCURACY, MISREPRESENTATION, OMISSION OR UNLAWFULNESS OF ANY CONTENT OR INFORMATION MADE AVAILABLE THROUGH THE SERVICE, OR ALLEGATIONS THAT ANY RELEASED PARTY HAS OR SHOULD INDEMNIFY, DEFEND OR HOLD HARMLESS YOU OR ANY THIRD PARTY FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR ACCESS TO OR USE OF THE SERVICE. YOU USE THE SERVICE AT YOUR OWN RISK.

WITHOUT LIMITATION OF THE FOREGOING, NEITHER SIMPLYGIFT NOR ANY OTHER RELEASED PARTY SHALL BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF USER CONTENT, LOSS OF GIFTS, LOSS OF BUSINESS OPPORTUNITY, PAYMENT FAILURE, PAYOUT FAILURE, REFUND, REVERSAL, CHARGEBACK, OR OTHER PAYMENT-RELATED LOSS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON THE SERVICE, ANY EVENT, ANY GIFT, ANY USER CONTENT, ANY INFORMATION OBTAINED FROM SIMPLYGIFT OR ANY OTHER RELEASED PARTY OR ACCESSIBLE VIA THE SERVICE, OR ANY INTERACTION, ARRANGEMENT, PROMISE, REPRESENTATION, DISPUTE OR TRANSACTION BETWEEN USERS OR BETWEEN USERS AND THIRD PARTIES.

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY HOST, CONTRIBUTOR, USER, RECIPIENT, INVITEE, PAYMENT PROCESSOR, BANK, CARD NETWORK, ISSUER, ACQUIRER, SERVICE PROVIDER, MERCHANT, BRAND, COPYRIGHT OWNER OR OTHER THIRD PARTY, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE SIMPLYGIFT AND THE OTHER RELEASED PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES, WHETHER ACTUAL OR CONSEQUENTIAL, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SIMPLYGIFT OR ANY OTHER RELEASED PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER THEORY, ARISING OUT OF OR RELATING TO THE ACCESS TO OR USE OF THE SERVICE EXCEED THE GREATER OF: (A) THE AMOUNT OF FEES PAID BY YOU DIRECTLY TO SIMPLYGIFT DURING THE SIX (6) MONTHS PRIOR TO THE DATE OF ANY CLAIM; OR (B) CAD $100.00.

Indemnity. You shall defend, indemnify and hold harmless SimplyGift and the other Released Parties from and against any losses, damages, liabilities, costs, expenses, claims, demands and proceedings arising out of or relating to: (a) your access to or use of the Service; (b) your Event, Gift, User Content or other conduct through or in connection with the Service; (c) the use of the Service by any person to whom you give access to your User Account; (d) your violation of these Terms, any Payment Processor terms, applicable law, or the rights of any third party; (e) any fraud, misrepresentation, negligence, wilful misconduct, infringement or unlawful conduct by you or any person acting on your behalf; (f) any dispute between you and another User or third party, including any Host, Contributor, recipient, invitee, Payment Processor, merchant, brand or service provider; or (g) any refund, reversal, chargeback, complaint, processor action, payment dispute or payment-related issue connected to your conduct, Event, Gift, User Account or User Content.

Communications

By creating a User Account, you agree to receive certain communications from the Company. For example, you may receive notifications, a newsletter and/or other promotional e-mails. You can opt-out of non-essential communications. Notices that we give you may be provided in any of the following ways. First, we may email you at the contact information you provide in your User Account. Second, we may post a notice to you on your User Account page. Third, we may post the notice elsewhere on the Service. When we post notices on the Service, we post them in the area(s) of the Service suitable to the notice. It is your responsibility to periodically review the Service and your User Account page for notices.

Applicable Law and Venue

Governing Law. The Service is controlled by SimplyGift and operated by it from its offices in Ontario. You and SimplyGift both benefit from establishing a predictable legal environment in regard to the Service. Therefore, you and the Company explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Service will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Dispute Resolution. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to (a) these Terms; (b) the Service or User Content; (c) oral or written statements relating to these Terms or to the Service; or (d) the relationships that result from these Terms or the Service or User Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against the Company related to any Claim and, where applicable, you also agree to opt out of any class proceedings against the Company. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.

Court. To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

Other Jurisdictions. If you choose to access the Service from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify the Company and the other Released Parties for your failure to comply with any such laws.

Termination/Modification of License and Services

Termination and Suspensions by SimplyGift. Notwithstanding any provision of these Terms, we reserve the right, without notice and in our sole discretion, and without any liability to you, to: (a) terminate your licence to use the Service, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Service; (c) change, suspend or discontinue any aspect of the Service; (d) impose limits on the Service; (e) suspend, restrict, remove, disable, delay, review or refuse any Event, Gift, payout-related feature, User Account, User Content or other Service functionality; and/or (f) take any other action we determine to be appropriate to protect SimplyGift, Users, Payment Processors or other third parties.

Changes to these Terms. We may amend these Terms or any policy or guideline of the Services from time to time and in our sole discretion, for instance when we update the functionality of our Services, or when there are regulatory changes. If we do so, we will use commercially reasonable efforts to generally notify all users of any material changes to these Terms, such as through a notice on our app or website, however, you should look at the Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the app or the website and your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree with the changes, your only remedy is to cease use of the Services. If you have any questions about the Terms, please email us at the contact address contained in these Terms below.

Termination of Agreement

Termination. You and SimplyGift may terminate these Terms and your use of the Services at any time.

Survival. If these Terms expire or terminate for any reason, Sections 2, 4, 6, 7, 15, 16, 18, 19, 20, and 21 and any representation or warranty you make in these Terms, shall also survive indefinitely.

Miscellaneous

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. We may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without our prior written consent, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and SimplyGift regarding your use of the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and SimplyGift regarding your use of the Services.

Questions and Comments

If you have any questions regarding these Terms or your use of the Services, please contact us here:

SimplyGift: help@simplygift.ca