TERMS

 TERMS OF USE

Last updated December 16, 2021 

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you,whether personally or on behalf of an entity (“you”) and GIFTD GmbH ("Company",“we”, “us”, or “our”), concerning your access to and use ofthe http://www.giftd.app website as well as any other media form, media channel,mobile website or mobile application related, linked, or otherwise connected thereto(collectively, the “Site”). We are registered in Germany and have our registered officeat Bartastr.15, Berlin, Berlin 12055. Our VAT number is DE32677125. The Siteprovides an online marketplace for the following goods, products, and/or services:GIFTD offers you to give away your clothes to friends, family and neighbours. (the“Marketplace Offerings”). In order to help make the Site a secure environment for thepurchase and sale of Marketplace Offerings, all users are required to accept andcomply with these Terms of Use

. You agree that by accessing the Site and/or theMarketplace Offerings, you have read, understood, and agree to be bound by all ofthese Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OFUSE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITEAND/OR THE MARKETPLACE OFFERINGS AND YOU MUST DISCONTINUE USEIMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Sitefrom time to time are hereby expressly incorporated herein by reference. We reservethe right, in our sole discretion, to make changes or modifications to these Terms ofUse from time to time. We will alert you about any changes by updating the “Lastupdated” date of these Terms of Use, and you waive any right to receive specificnotice of each such change. Please ensure that you check the applicable Termsevery time you use our Site so that you understand which Terms apply. You will besubject to, and will be deemed to have been made aware of and to have accepted,the changes in any revised Terms of Use by your continued use of the Site after thedate such revised Terms of Use are posted. 

The information provided on the Site is not intended for distribution to or use by anyperson or entity in any jurisdiction or country where such distribution or use would becontrary to law or regulation or which would subject us to any registrationrequirement within such jurisdiction or country. Accordingly, those persons whochoose to access the Site from other locations do so on their own initiative and aresolely responsible for compliance with local laws, if and to the extent local laws areapplicable.

The Site is not tailored to comply with industry-specific regulations (Health InsurancePortability and Accountability Act (HIPAA), Federal Information Security ManagementAct (FISMA), etc.), so if your interactions would be subjected to such laws, you maynot use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).


TheSite is intended for users who are at least 18 years old. Persons under the ageof 18 are not permitted to use or register for the Site or use the MarketplaceOfferings.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwiseindicated, the Site and the Marketplace Offerings are ourproprietary property and all source code, databases,functionality, software, websitedesigns, audio, video, text, photographs, andgraphics on the Site (collectively, the“Content”) and the trademarks, servicemarks, and logos contained therein (the“Marks”) are owned or controlled by us orlicensed to us, and are protected bycopyright and trademark laws and variousother intellectual property rights and unfaircompetition laws of the UnitedStates, international copyright laws, and international conventions. The Content and the Marks are provided on theSite “AS IS” for yourinformation and personal use only. Except as expressly provided in these TermsofUse, no part of the Site or the Marketplace Offerings and no Content or Marks maybe copied, reproduced,aggregated, republished, uploaded, posted, publiclydisplayed, encoded,translated, transmitted, distributed, sold, licensed, or otherwiseexploitedfor any commercial purpose whatsoever, without our express prior writtenpermission.

Provided that youare eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site or the Marketplace Offerings, you represent and warrant that:

(1) all registration information you submit will be true, accurate, current, and complete; (2)you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside

; (5) you will not access the Site or the Marketplace Offerings through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or unauthorizedpurpose; and (7) your use of theSite or the Marketplace Offerings will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

You may not use the Site or the Marketplace Offerings for any illegal or unauthorized purpose nor may you, in the use of Marketplace Offerings, violate any laws. Among unauthorized Marketplace Offerings are the following: intoxicants of any sort; illegal drugs or other illegal products; alcoholic beverages; games of chance; and pornography or graphic adult content, images, or other adult products. Postings of any unauthorized products or content may result in immediate termination of your account and a lifetime ban from use of the Site.

We are a service provider and make no representations as to the safety, effectiveness, adequacy, accuracy, availability, prices, ratings, reviews, or legality of any of the information contained on the Site or the Marketplace Offerings displayed o roffered through the Site. You understand and agree that the content of the Site does not contain or constitute representations to be reasonably relied upon, and you agree to hold us harmless from any errors, omissions, or misrepresentations contained within the Site’s content. We do not endorse or recommend any Marketplace Offerings and the Site is provided for informational and advertising purposes only.


USER REGISTRATION

You may be required to register with the Site in order to access the MarketplaceOfferings. You agree to keep your password confidential and will be responsible for all use of your account and password.We reserve the right to remove, reclaim, or change a username you select if wedetermine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

MARKETPLACE OFFERINGS


We reserve the right to limit the quantities of the Marketplace Offerings offered or available on the Site. All descriptions or pricing of the Marketplace Offerings are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Marketplace Offerings at any time for any reason. We do not warrant that the quality of any of the Marketplace Offerings purchased by you will meet your expectations or that any errors in the Site will be corrected.

PURCHASES AND PAYMENT

We accept the following forms of payment: 

- PayPal

- Visa

- Mastercard


You agree to provide current, complete, and accurate purchase and account information for all purchases of the Marketplace Offerings made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at anytime. All payments shall be in Euros. 

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. 

If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.


REFUNDS POLICY

All sales are final and no refund will be issued.


PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. 

As a user of the Site, you agree not to:


1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.


2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.


3. Circumvent, disable, or otherwise interfere with security-related features of theSite, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.


4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.


5. Use any information obtained from the Site in order to harass, abuse, or harm another person.


6. Make improper use of our support services or submit false reports of abuse or misconduct.


7. Use the Site in a manner inconsistent with any applicable laws or regulations.


8. Engage in unauthorized framing of or linking to the Site.


9. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming(continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the MarketplaceOfferings.


10. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.


11. Delete the copyright or other proprietary rights notice from any Content.


12. Attempt to impersonate another user or person or use the username ofanother user.


13. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or“passive collection mechanisms” or “pcms”).


14. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.


15. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Marketplace Offerings to you.




16. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.


17. Copy or adapt the Site’s software, including but not limited to Flash, PHP,HTML, JavaScript, or other code.


18. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.


19. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.


20. Use a buying agent or purchasing agent to make purchases on the Site.


21. Make any unauthorized use of the Marketplace Offerings, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.


22. Use the Marketplace Offerings as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.


USER GENERATED CONTRIBUTIONS

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively,"Contributions"). Contributions may be viewable by other users of theSite and the Marketplace Offerings and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available anyContributions, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms ofUse.4. Your Contributions are not false, inaccurate, or misleading.5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific personor class of people.9. Your Contributions do not violate any applicable law, regulation, or rule.10. Your Contributions do not violate the privacy or publicity rights of any thirdparty .11. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.12. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.13. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site or the Marketplace Offerings in violation of the foregoing violatesthese Terms of Use and may result in, among other things, termination or suspensionof your rights to use the Site and the Marketplace Offerings.


CONTRIBUTION LICENSE

By posting yourContributions to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute suchContributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. 


This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in yourContributions, and you warrant that moral rights have not otherwise been asserted in your Contributions. 

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions. 

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete anyContributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.



MOBILE APPLICATION LICENSE


UseLicense

If you access the Marketplace Offerings via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use.You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2)make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark)posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;(7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either theAppleStore or Google Play (each an “App Distributor”) to access the MarketplaceOfferings: (1) the license granted to you for our mobile application is limited to anon-transferable license to use the application on a device that utilizes theApple iOS orAndroid operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service;(2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, theAppDistributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and(ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the AppDistributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each AppDistributor will have the right (and will be deemed to have accepted the right)to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof. 


SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions. 


SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including withoutlimitation,reporting such user to law enforcement authorities; (3) in our solediscretion andwithout limitation, refuse, restrict access to, limit theavailability of, or disable (to theextent technologically feasible) any ofyour Contributions or any portion thereof; (4) inour sole discretion andwithout limitation, notice, or liability, to remove from the Site orotherwisedisable all files and content that are excessive in size or are in any wayburdensome to our systems; and (5) otherwise manage the Site in a mannerdesigned to protect our rights and property and to facilitate the properfunctioning ofthe Site and the Marketplace Offerings.


PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy:https://www.giftd.app/privacy-statement. By using the Site or the MarketplaceOfferings, you agree to be bound by our Privacy Policy, which is incorporated intothese Terms of Use. Please be advised the Site and the Marketplace Offerings arehosted in Germany. If you access the Site or the Marketplace Offerings from anyother region of the world with laws or other requirements governing personal datacollection, use, or disclosure that differ from applicable laws in Germany, thenthrough your continued use of the Site, you are transferring your data to Germany,and you agree to have your data transferred to and processed in Germany.


DIGITAL MILLENNIUMCOPYRIGHT ACT (DMCA) NOTICEAND POLICY


Notifications

We respect theintellectual property rights of others. If you believe that any materialavailable on or through the Siteinfringes upon any copyright you own or control,please immediately notify ourDesignated Copyright Agent using the contactinformation provided below (a“Notification”). A copy of yourNotification will be sentto the person who posted or stored the materialaddressed in the Notification. Pleasebeadvised that pursuant to federal law you may be held liable for damages if youmake material misrepresentations in a Notification. Thus, if you are not surethatmaterial located on or linked to by the Site infringes your copyright, youshouldconsider first contacting an attorney.



All Notificationsshould meet the requirements of DMCA 17 U.S.C. § 512(c)(3) andinclude thefollowing information: (1) A physical or electronic signature of a personauthorized to act on behalf of the owner of an exclusive right that isallegedlyinfringed; (2) identification of the copyrighted work claimed to havebeen infringed, or,if multiple copyrighted works on the Site are covered bythe Notification, arepresentative list of such works on the Site; (3)identification of the material that isclaimed to be infringing or to be thesubject of infringing activity and that is to beremoved or access to which isto be disabled, and information reasonably sufficientto permit us to locatethe material; (4) information reasonably sufficient to permit us tocontact thecomplaining party, such as an address, telephone number, and, ifavailable, anemail address at which the complaining party may be contacted; (5) astatementthat the complaining party has a good faith belief that use of the material inthe manner complained of is not authorized by the copyright owner, its agent,or thelaw; and (6) a statement that theinformation in the notification is accurate, and underpenalty of perjury, thatthe complaining party is authorized to act on behalf of theowner of anexclusive right that is allegedly infringed upon.

Counter Notification

If you believeyour own copyrighted material has been removed from the Site as aresult of amistake or misidentification, you may submit a written counter notificationto[us/our Designated Copyright Agent] using the contact information providedbelow(a “Counter Notification”). To be an effective Counter Notification underthe DMCA,your Counter Notification must include substantially the following:(1) identification ofthe material that has been removed or disabled and thelocation at which the materialappeared before it was removed or disabled; (2)a statement that you consent to thejurisdiction of the Federal District Courtin which your address is located, or if youraddress is outside the UnitedStates, for any judicial district in which we are located;(3) a statement thatyou will accept service of process from the party that filed theNotificationor the party's agent; (4) your name, address, and telephone number; (5)astatement under penalty of perjury that you have a good faith belief that thematerial in question was removed or disabled as a result of a mistake ormisidentification of the material to be removed or disabled; and (6) yourphysical orelectronic signature.

If you send us avalid, written Counter Notification meeting the requirementsdescribed above,we will restore your removed or disabled material, unless we firstreceivenotice from the party filing the Notification informing us that such party hasfiled a court action to restrain you from engaging in infringing activityrelated to thematerial in question. Please note that if you materiallymisrepresent that the disabledor removed content was removed by mistake ormisidentification, you may be liablefor damages, including costs andattorney's fees. Filing a false Counter Notificationconstitutes perjury.

Designated Copyright Agent


Hannah Kromminga


Attn: Copyright Agent


Bartastr.15


Berlin, __________ 12055


Germany


hannah@giftd.app

TERM ANDTERMINATION

These Terms of Use shall remain in full force and effect while you use the Site.WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WERESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICEOR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THEMARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IPADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON,INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION,WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OFANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE ORPARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS ORDELETE 

YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOUPOSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. 

If we terminateor suspend your account for any reason, you are prohibited fromregistering andcreating a new account under your name, a fake or borrowed name,or the name ofany third party, even if you may be acting on behalf of the third party.Inaddition to terminating or suspending your account, we reserve the right totakeappropriate legal action, including without limitation pursuing civil,criminal, andinjunctive redress.



MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at anytime or for any reason at our sole discretion without notice. However, we have noobligation to update any information on our Site. We also reserve the right to modifyor discontinue all or part of the Marketplace Offerings without notice at any time. Wewill not be liable to you or any third party for any modification, price change,suspension, or discontinuance of the Site or the Marketplace Offerings. 

We cannot guaranteethe Site and the Marketplace Offerings will be available at alltimes. We may experience hardware, software,or other problems or need to performmaintenance related to the Site, resultingin interruptions, delays, or errors. Wereserve the right to change, revise, update, suspend, discontinue, or otherwisemodify the Site or the Marketplace Offerings at any time or for any reason withoutnotice to you. You agree that we have no liabilitywhatsoever for any loss, damage, orinconvenience caused by your inability toaccess or use the Site or the MarketplaceOfferings during any downtime or discontinuance of the Site or the MarketplaceOfferings. Nothing in these Terms of Use will beconstrued to obligate us to maintainand support the Site or the Marketplace Offerings or to supply anycorrections,updates, or releases in connection therewith.

GOVERNING LAW

These conditions are governed by and interpreted following the laws of Germany,and the use of the United Nations Convention of Contracts for the International Salesof Goods is expressly excluded. If your habitual residence is in the EU, and you are aconsumer, you additionally possess the protection provided to you by obligatoryprovisions of the law in your country to residence. GIFTD GmbH and yourself bothagree to submit to the non-exclusive jurisdiction of the courts of Berlin, which meansthat you may make a claim to defend your consumer protection rights in regards tothese Conditions of Use in Germany, or in the EU country in which you reside.

DISPUTE RESOLUTION


Informal Negotiations


To expedite resolution and control the cost of any dispute, controversy, or claimrelated to these Terms of Use (each "Dispute" and collectively, the "Disputes")brought by either you or us (individually, a "Party" and collectively, the "Parties"), theParties agree to first attempt to negotiate any Dispute (except those Disputesexpressly provided below) informally for at least thirty (30) days before initiatingarbitration. Such informal negotiations commence upon written notice from one Partyto the other Party.

Binding Arbitration

Any dispute arising from the relationships between the Parties to this contract shallbe determined by one arbitrator who will be chosen in accordance with the Arbitrationand Internal Rules of the European Court of Arbitration being part of the EuropeanCentre of Arbitration having its seat in Strasbourg, and which are in force at the timethe application for arbitration is filed, and of which adoption of this clause constitutesacceptance. The seat of arbitration shall be Berlin, Germany. The language of theproceedings shall be German. Applicable rules of substantive law shall be the law ofGermany.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between theParties individually. To the full extent permitted by law, (a) no arbitration shall bejoined with any other proceeding; (b) there is no right or authority for any Dispute tobe arbitrated on a class-action basis or to utilize class action procedures; and (c)there is no right or authority for any Dispute to be brought in a purportedrepresentative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisionsconcerning informal negotiations and binding arbitration: (a) any Disputes seeking toenforce or protect, or concerning the validity of, any of the intellectual property rightsof a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy,invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If thisprovision is found to be illegal or unenforceable, then neither Party will elect toarbitrate any Dispute falling within that portion of this provision found to be illegal orunenforceable and such Dispute shall be decided by a court of competent jurisdiction



within the courts listed for jurisdiction above, and the Parties agree to submit to thepersonal jurisdiction of that court.

CORRECTIONS

There may beinformation on the Site that contains typographical errors,inaccuracies, oromissions that may relate to the Marketplace Offerings, includingdescriptions,pricing, availability, and various other information. We reserve the rightto correct any errors,inaccuracies, or omissions and to change or update theinformation on the Siteat any time, without prior notice.

DISCLAIMER

THE SITE AND THE MARKETPLACE OFFERINGS ARE PROVIDEDON AN AS-ISAND AS-AVAILABLE BASIS. YOUAGREE THAT YOUR USE OF THE SITE ANDOUR SERVICES WILL BE AT YOUR SOLE RISK. TO THEFULLEST EXTENTPERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS ORIMPLIED,IN CONNECTION WITH THE SITE AND THE MARKETPLACE OFFERINGS ANDYOUR USE THEREOF, INCLUDING, WITHOUTLIMITATION, THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES ORREPRESENTATIONS ABOUTTHE ACCURACY OR COMPLETENESS OF THESITE’S CONTENT OR THE CONTENT OF ANYWEBSITES LINKED TO THE SITEAND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITYFOR ANY (1)ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,RESULTING FROMYOUR ACCESS TO AND USE OF THE SITE, (3) ANYUNAUTHORIZED ACCESS TO OR USE OFOUR SECURE SERVERS AND/ORANY AND ALL PERSONAL INFORMATION AND/OR FINANCIALINFORMATIONSTORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OFTRANSMISSIONTO OR FROM THE SITE OR THE MARKETPLACE OFFERINGS,(5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICHMAY BETRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6)ANYERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FORANY LOSS OR DAMAGE OFANY KIND INCURRED AS A RESULT OF THE USEOF ANY CONTENT POSTED, TRANSMITTED, OROTHERWISE MADEAVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE,ORASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OROFFERED BY ATHIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE APARTY TO OR INANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. ASWITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AN DEXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR THE MARKETPLACE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL ATALL TIMES BE LIMITED TO 

THE LESSER OF THE AMOUNT PAID, IF ANY, BYYOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $1,000.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION



You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: 

(1)your Contributions; (2) use of the Marketplace Offerings; (3) breach of these Terms ofUse; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of theSite or the Marketplace Offerings with whom you connected via the Site.Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Marketplace Offerings, as well as data relating to your use of the Marketplace Offerings. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Marketplace Offerings. You agree that wes hall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, ANDSIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS,AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. 

CALIFORNIA USERSAND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the ComplaintAssistance Unit of the Division of Consumer Services of the CaliforniaDepartment ofConsumer Affairs in writing at 1625 North Market Blvd., Suite N112, Sacramento,California 95834 or by telephone at (800) 952-5210 or (916)445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Marketplace Offerings constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of theseTerms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no jointventure, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Marketplace Offerings. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.



CONTACT US

In order to resolve a complaint regarding the Site or the Marketplace Offerings or to receive further information regarding use of the Site or the Marketplace Offerings, please contact us at:

 

GIFTD GmbH

Bartastr.15

Berlin, Berlin 12055

Germany

Phone: +491636971178

hello@giftd.app