These Terms and Conditions ("Agreement") constitute a legally binding agreement between the Customer identified in the Membership Agreement ("Customer") and Gifts for Good, LLC, a California corporation ("GFG"), governing Customer's access and use of giftforward.giftsforgood.com (the "Platform") and the software, services, and products made available through the Platform (collectively, the "Services").

By checking the "I Agree to the Terms and Conditions" box, you agree to be bound by this Agreement.

THIS AGREEMENT INCORPORATES THE BINDING ARBITRATION ON AN INDIVIDUAL BASIS CLAUSE, CONTAINED IN SECTION 20, WHICH INCLUDES A WAIVER OF A RIGHT TO A JURY TRIAL OR A RIGHT TO FILE A CLASS ACTION.

1. Access and Use of the GIFTforward^® Services. GFG shall provide to Customer access to the Services pursuant to the terms of the mutually executed Membership Agreement or the online order accepted in connection with Customer's on-demand single campaign orders (the "On-Demand Single Campaign Order"). Subject to Customer's compliance with the terms and conditions of this Agreement, GFG hereby grants to Customer a non-exclusive, non-transferable, non-assignable (except as otherwise permitted pursuant to Section 22(f)), worldwide right to access and use the Services for its internal business use.
2. Authorized Users. Customer may designate administrator(s) and participating employees as authorized to access and use the Services ("Authorized Users"). Authorized Users shall access the Services in accordance with the terms and conditions of this Agreement. Customer and its Authorized Users shall safeguard all access credentials. Customer shall take all necessary steps to ensure an Authorized User's access is deactivated in the case of changes to such Authorized User's employment status and immediately notify GFG if it learns of any unauthorized use of any access credentials.
3. Limited License - Optional Branded Landing Page and Customized Products Only. To the extent Customer wishes to create a branded landing page with respect to any Redemption Links to be delivered through the Services or order products containing customized content, Customer may elect to upload (a) its Brand Assets (defined as Customer's trademarks, service marks, design marks, symbols, logos) and/or (b) Customer Content (defined as any text, data, graphics, information, images, audio, visual or audiovisual combinations or other materials). To the extent Customer opts to create a branded landing page or order customized products, Customer hereby grants to GFG a non-exclusive, royalty-free, fully paid-up, worldwide right and license to collect, process, store, host, copy, transmit, and display the Brand Assets and Customer Content within the Platform and on applicable customized products for the limited purposes set forth in this Section. Customer warrants that it has all right, title, and interest to license the Customer Content and Brand Assets to GFG. Except for the limited licenses granted herein, Customer shall retain all right, title, and interest in any Brand Assets and Customer Content.
4. Objectionable Customer Content. For any order requiring customized content provided by a Customer, GFG has the sole discretion to reject any Customer Content that is (a) false, deceptive, misleading, fraudulent, libelous, defamatory, abusive, violent, prejudicial, racially or ethnically offensive, (b) obscene, sexually explicit or pornographic, or (c) violent or threatens physical harm to others. GFG reserves the right, but otherwise has no obligation, to remove any Customer Content that it believes, in its sole and absolute discretion, violates this Section. GFG shall not be responsible or liable for any (y) Customer Content or (z) the receipt of Customer Content by someone other than the intended recipient.
5. Product Ordering.
   1. Redemption Links.
      1. Scope. Authorized Users can purchase and electronically send one or more redemption links (either single-use or multiple-use, as further described below) to designated recipients, either as a link to an offered product, a link to a Gift Collection (as defined in Section 7), or a charity impact in the recipient's honor (each a "Redemption Link"). Redemption Links can be sent to recipients either as a link within an email sent by GFG on behalf of Customer or a link made available through a landing page URL.
      2. Disclaimer - Multiple-Use Redemption Links. Customer has the option of sending to recipients either single-use Redemption Links or a multiple-use Redemption Link. A single-use Redemption Link is sent to one (1) recipient for a one-time redemption up to the pre-set redemption value. A multiple-use Redemption Link may be sent to and used by multiple recipients, no limit on the number of times the link can be redeemed by any individual recipient until the maximum pre-set redemption budget is depleted. CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THAT WITH MULTIPLE REDEMPTION LINKS, THERE IS A RISK THAT A SINGLE RECIPIENT COULD REPEATEDLY REDEEM AND DEPLETE THE ENTIRE BUDGET. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ALL FEES ASSOCIATED WITH ANY AND ALL REDEMPTIONS MADE THROUGH A MULTIPLE-USE REDEMPTION LINK, REGARDLESS OF THE NUMBER OF REDEMPTIONS BY ANY INDIVIDUAL RECIPIENT(S). GFG DISCLAIMS ALL LIABILITY RELATED TO MULTIPLE REDEMPTIONS BY RECIPIENTS, AND CUSTOMER SHALL NOT BE ENTITLED TO ANY REFUND OR CREDIT FOR REDEMPTIONS MADE THROUGH A MULTIPLE-USE REDEMPTION LINK.
      3. Except as otherwise required by applicable law, Redemption Links (i) cannot be exchanged by a recipient for cash, and (ii) will expire pursuant to the redemption terms as defined by Customer.
   2. Subject to Availability. Products offered through the Platform are subject to change at GFG's discretion. Quantities of some products may be limited, and stock cannot always be guaranteed. Gifts for Good reserves the right to make changes or substitutions to products offered in its sole discretion and without notice to Customer. Should a selected product no longer be available, GFG will offer a designated recipient the choice to receive a substitute product. GFG does not provide refunds for products that may be unavailable at the time of redemption.
   3. Customized Products. To the extent offered through the Platform, customized products may be subject to the minimum order requirements in place at the time an order is placed. Subject to Section 7(c), customized orders may not be returned or refunded.
6. Product Shipping.
   1. Fulfillment. GFG shall fulfill all orders in accordance with the terms of the applicable order and the terms of this Agreement. Customer is responsible for providing complete and accurate information necessary (i) to either ship the products directly to designated recipients, or (ii) to enable designated email recipients to redeem through applicable Redemption Links.
   2. Delivery Date Disclaimer. GFG does not guarantee or warrant a particular day of delivery, and Customer expressly acknowledges that it is not relying on a specific delivery date in placing an order through the Platform.
   3. Email Errors/Delivery Failures. GFG shall not be liable or responsible for (i) errors in a designated recipient's name, shipping address or email address, delivery instructions or any other information provided by Customer; (ii) the failure to deliver a product to the designated recipient due to any circumstances outside of GFG's control, including (1) for emails, delivery to designated recipients' spam/junk mail or otherwise blocked as a result of email firewalls or if someone other than the intended recipient accesses the email account of the designated recipient, and/or, (2) for physical delivery, refusal of a recipient to accept delivery of a product or delivery to a recipient residing at the same address other than the intended recipient. GFG shall have no obligation to refund for any loss arising out of any delivery failure.
   4. Title and Risk of Loss. Title and risk of loss shall pass upon GFG's tender of products to the carrier.
7. Payment Terms.
   1. Payment.
      1. Service Fees. Customer shall pay the service fees pursuant to the terms of the Membership Agreement or the order placed in connection with Customer's On-Demand Single Campaign Order, as applicable.
      2. Product Orders. Customer shall pay all invoices for product orders in accordance with the terms of this Agreement and any applicable order terms mutually executed by the Parties. Prior to the shipment of any products, Customer must pay in advance any estimated fees and have a valid billing method associated with its account. Invoices shall be issued upon applicable order placement(s). Customer shall be responsible for the payment of all orders regardless of delivery failure(s) or non-redemption of any Redemption Links. Payments shall be due upon receipt of invoice unless other arrangements have been agreed to in writing by GFG. Invoices not paid when due shall be subject to a late charge equal to the lesser of 1.5% of the amount of the invoice per month or the maximum rate permitted by applicable law. All product order prices are inclusive of shipping fees and sales taxes. Failure to meet any payment deadlines may result in a delay or cancellation of the campaign. Failure to receive timely payment in accordance with this Section may impact the delivery of such campaign order(s).
   2. Unredeemed Redemption Link Credits. The value of any unredeemed redemption link credits following expiration of a campaign will be converted into a credit within the Customer's GIFTforward^® account, which can be applied towards future campaign orders or, at Customer's discretion, Customer may elect to transfer to a GFG charity impact partner. Credits will automatically expire in the event a Customer account remains inactive for 24 months after expiration of Customer's last campaign. Customer is not entitled to a refund for any unredeemed Redemption Links.
   3. No Refunds/Returns. Given the bulk order and/or customized nature of any orders placed through the Platform, unless otherwise agreed to in writing by GFG, GFG shall not be obligated to accept any returns, exchanges, or provide any credits or refunds for any products redeemed through the Platform. Products are not eligible for return unless they arrive with a manufacturer defect or have been damaged in shipping, subject to verification required by GFG in its discretion. Approved returns shall be coordinated between GFG and Customer.
8. Reservation of Rights.
   1. GFG has and shall retain all right, title and interest, including, without limitation, all intellectual property rights, in and to the Services, and all source code and object code related thereto, and all copies, modifications and derivative works thereof ("GFG IP"). Any and all rights not expressly granted herein by GFG are reserved by GFG.
   2. Customer agrees not to use the GFG IP to develop, or otherwise cause to bring to market, any product or application that competes with any Services. Customer will not distribute, redistribute, disseminate, sell, resell, or sublicense the Services to any third party, commercial or otherwise. Customer will not, directly or indirectly, alter or modify the GFG IP, or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the GFG IP.
9. Term and Renewal.
   1. Membership. The term of this Agreement will commence upon acceptance of this Agreement and shall continue for the duration of the Membership Term specified in each executed Membership Agreement. Unless otherwise set forth in the Membership Agreement, this Agreement shall automatically renew for subsequent periodic Membership Term(s) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the initial, or any renewal, Membership Term. Customer hereby authorizes GFG to automatically charge Customer's credit card on file in the Customer's account for any and all recurring fees associated with the Customer's Membership Agreement. This authorization shall remain in effect for the duration of the Customer's membership with GFG, including any renewal periods, until such time as the Customer provides GFG with written notice of cancellation of this authorization. GFG reserves the right to increase the Membership Fee at the end of each Membership Term, upon thirty (30) days prior notice to Customer (email sufficient).
   2. On-Demand Single Campaign Orders Only. This Agreement will remain in effect unless otherwise terminated by either Party upon written notice (email sufficient).
10. Representations and Warranties. Each Party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and possesses all the necessary authority to enter into and perform its obligations under this Agreement.
11. Compliance with Applicable Laws. Each Party shall comply with all state and federal laws or regulations applicable to the performance of its obligations under this Agreement. Customer shall not allow any third party to export from the United States or allow the re-export or re-transfer of any part of the GIFTforward^® Services: (a) to any country or territory subject to export control embargo or economic sanctions implemented by any agency of the U.S. Government; or (b) to any person or entity on any of the U.S. Government's Lists of Parties of Concern or otherwise in violation of any export or import laws, regulations or requirements of any United States or applicable foreign agency or authority.
12. Confidentiality & Non-Disclosure.
    1. Confidential Information. The Parties acknowledge that during the performance of this Agreement, the Parties will have access to certain confidential information of the other Party. "Confidential Information" means all nonpublic information or material in oral and/or written form that (i) relates to past, present and future research, development, business activities, trade secrets, products, and services; or (ii) has been either identified, orally or in writing, as confidential by the disclosing party or would be understood to be confidential by a reasonable person under the circumstances. Customer Content and Personal Data (as defined herein) shall be considered Customer's Confidential Information. Personal Data (defined as personally identifiable information and personal information as defined by applicable data privacy and protection laws, including, but not limited to, the California Consumer Privacy Act of 2018, California Privacy Rights Act ("CPRA"), Colorado Privacy Act ("CPA"), Virginia Consumer Data Privacy Act ("VCDPA"), all implementing regulations related thereto and other similar state and federal laws, and the General Data Protection Regulation (EU) 2016/679 ("GDPR"), in each case, as may be amended, superseded or replaced).
    2. Exclusions. Confidential Information shall not include information that: (i) is or becomes publicly available or enters the public domain through no fault of the receiving Party; (ii) is in the receiving Party's possession without knowledge of any confidentiality obligations, or (iii) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.
    3. Non-Disclosure Obligation. Neither Party shall disclose the Confidential Information of the other Party to any third party for any reason without the disclosing Party's prior written consent, other than its employees or agents (i) who have a need to know the Confidential Information in order to perform its obligations under this Agreement, and (ii) are subject to written confidentiality agreements with terms no less restrictive than the terms contained herein.
    4. Required Disclosure. In the event a receiving Party is requested or required by legal process to disclose any of the Confidential Information, the receiving Party shall give the disclosing Party prompt notice so that the disclosing Party may seek a protective order or other appropriate relief prior to any such disclosure. In the event that such protective order is not obtained, the receiving Party shall disclose only that portion of the Confidential Information that its legal counsel advises that it is legally required to disclose, and shall work with the disclosing Party to minimize the extent and effect.
    5. Injunctive Relief. Both Parties understand and agree that monetary damages will not be a sufficient remedy for any breach of a Party's confidentiality obligations under this Section, and that each Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies will not be deemed to be the exclusive remedies, but will be in addition to all other remedies available to at law or in equity.
    6. Return or Destruction of Confidential Information. Upon written request by the disclosing Party, the receiving Party shall, at the disclosing Party's option, return or destroy all Confidential Information of the disclosing Party in its possession and, if requested, certify in writing that it has complied with this request.
13. Security. GFG will maintain administrative, physical, and technical safeguards reasonably designed to protect the security, confidentiality and integrity of the Services and Customer in accordance with prevailing industry practices and standards.
14. Privacy. Each Party shall be responsible for ensuring their respective compliance with any and all privacy, notice and consent rules or regulations and/or data collection laws or regulations applicable to its use of the Services and the performance of its obligations under this Agreement.
    1. GFG shall not use or disclose Personal Data submitted by Customer or its Authorized Users for any purpose other than for providing the Services. GFG shall not: (i) sell the Personal Data; or (ii) retain, use, or disclose the Personal Data outside of the direct business relationship between the Parties. Except to the extent permitted by applicable law, GFG shall not combine the Personal Data received from Customer with other Personal Data it receives from or on behalf of another person or entity or collects from its own interactions. GFG shall notify Customer if at any time it can no longer meet its obligations under applicable laws. GFG certifies that it understands and will comply with the restrictions set forth in this Agreement and any applicable Data Processing Addendum executed by the Parties hereto and expressly incorporated herein.
    2. For purposes of compliance with GDPR, as applicable, each Party, in their respective roles as data controller and data processor, shall comply with all applicable data protections laws and regulations and the obligations set forth within a Data Processing Addendum executed by the Parties in connection with this Agreement. In relation to all such Personal Data: (i) GFG acknowledges that Customer is the data controller of such data and that GFG is only acting on Customer's behalf as the data processor, and (ii) GFG shall process such Personal Data solely in accordance with applicable privacy laws and Customer's written instructions for the purposes of providing the Services in accordance with the Agreement and for no other purposes. Each Party agrees that Customer's use of the Services to process such Personal Data shall be deemed a written instruction to GFG to process such Personal Data.
15. Termination. In addition to a party's right to non-renew the Agreement pursuant to Section 9:
    1. Breach. Either Party may terminate this Agreement immediately if the other Party breaches any material provisions of this Agreement and, if such breach is curable, fails to cure such breach within thirty (30) days after receipt of written notice of such breach.
    2. Termination upon Bankruptcy or Insolvency. Either Party may, at its option, terminate this Agreement immediately upon written notice to other in the event (i) that the other Party becomes insolvent or unable to pay its debts when due; (ii) the other Party files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; (iii) the other Party discontinues its business; or (iv) a receiver is appointed or there is an assignment for the benefit of the other Party's creditors.
    3. Survival. The following Sections survive termination of this Agreement: Reservation of Rights, Binding Arbitration, Disclaimers, Limitation of Liability, Indemnity, Confidentiality, and Miscellaneous.
16. DISCLAIMER OF WARRANTIES. UNLESS OTHERWISE EXPRESSLY STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES MADE AVAILABLE TO CUSTOMER AND ITS AUTHORIZED USERS THROUGH THIS AGREEMENT, INCLUDING ANY "BETA" RELEASES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GFG DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL (I) BE UNINTERRUPTED, TIMELY OR SECURE, (II) BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) MEET CUSTOMER'S REQUIREMENTS, OR (IV) OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GFG EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.
17. DISCLAIMER OF THIRD PARTY PRODUCTS AND SERVICES. GFG DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO (A) PRODUCTS PURCHASED PURSUANT TO THIS AGREEMENT (B) THIRD PARTY APPLICATIONS USED IN CONNECTION WITH THE PLATFORM, AND (C) CUSTOMER'S ACCESS AND USE OF THE PLATFORM, INCLUDING UTILIZATION OF CUSTOMER'S SIGN-IN CREDENTIALS OF THIRD PARTY APPLICATIONS OR OTHER SERVICES TO ACCOUNT LOG-IN CREDENTIALS.
18. Indemnification.
    1. By Customer. Customer agrees to indemnify, defend and hold harmless GFG, and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns (the "GFG Indemnified Parties") from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys' fees and costs) incurred in connection with any claim, demand or action brought or asserted by any third party against any of the GFG Indemnified Parties arising out of or relating to (i) Customer's violation of any third party right, including without limitation any intellectual property right, publicity, property or privacy right, or (ii) Customer's violation of any applicable laws.
    2. By GFG. GFG agrees to indemnify, defend and hold harmless Customer, and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns (the "Customer Indemnified Parties") from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys' fees and costs) incurred in connection with any claim, demand or action brought or asserted by any third party against any of the Customer Indemnified Parties arising out of or relating to a claim that the Platform infringes a third party's patent, copyright, trade secret, trademark or other intellectual property right.
19. LIMITATION OF LIABILITY. GFG WILL NOT BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, SECURITY BREACH, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL GFG'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE VALUE OF THE CAMPAIGN ORDER GIVING RISE TO THE CLAIM.
20. Individual Binding Arbitration. Any claim or controversy arising out of or relating to the Services, Membership Agreement and/or this Agreement (including its formation, interpretation, performance and breach) shall be settled by individual binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement. The AAA's rules, as well as forms for initiating arbitration proceedings, are available at www.adr.org.
    1. Class Action & Jury Trial Waiver. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS ONLY. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE OR JOIN A CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR TO CONSOLIDATE THEIR ARBITRATION WITH OTHER ARBITRATIONS. EACH PARTY IS EXPRESSLY WAIVING ITS RIGHTS TO A TRIAL BY A JUDGE OR JURY.
    2. IF ANY PROVISION OF THIS ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE, THE UNENFORCEABLE PROVISION SHALL BE SEVERED AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE.
21. Future Functionality. Customer's acceptance of this Agreement and use of the Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by GFG regarding future functionality or features.
22. Miscellaneous.
    1. Force Majeure. Except with respect to Customer's payment obligations, neither Party shall be liable or responsible for any delays, any delay in the performance of any duties or obligations of a Party will not be considered a breach of this Agreement if the delay is caused by an event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, telecommunications or power outage, fire, flood, civil disobedience, terrorism, labor disruptions, strikes, lockouts, freight, government ordered closures, embargoes, natural disaster, denial of service attacks, war or acts of God.
    2. Independent Contractors. The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created herein between the Parties. Neither Party will have the power to bind the other or incur obligations on the other's behalf without the other Party's prior written consent.
    3. Severability. The validity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
    4. Modifications. No modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of GFG or posted by GFG on the Platform.
    5. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to or application of conflict of law principles. The parties consent to the jurisdiction of the State of California and venue in the County of Los Angeles, with regard to any controversy or claim arising out of or relating to this Agreement, or the breach thereof.
    6. Assignment. Customer shall not assign any of the rights or obligations under this Agreement without the prior written consent of GFG, which consent shall not unreasonably be withheld.
    7. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.
    8. No Waiver. No failure or delay by a Party exercising any right, power or privilege under this Agreement will operate as a waiver thereof.
    9. Interpretation. Headings are for reference purposes only and do not limit the scope or extent of such section.
    10. Notices. All legal notices required or permitted to be given under this Agreement will be in writing and delivered to GFG at 520 S. Sepulveda Blvd. #300, Los Angeles, CA 90049, with a copy to it@giftsforgood.com and to Customer at the billing address provided in connection with Customer's account or as otherwise specified in writing by Customer.
23. Entire Agreement. This Agreement comprises the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, written or oral, between the Parties regarding the subject matter contained herein.