TERMS OF USE

Last updated: February 20, 2019

INTRODUCTION

These are the terms of use of Gifted, a service operated by 2552194 Ontario Inc. (“Gifted”, “we”, “us”, “our” and similar terms). We welcome you to access and use our online services (the “Services”), which are made available to you through a variety of platforms, including, but not limited to www.thisisgifted.com (and any successor website, the “Website”) and our mobile applications, which are accessible through tablets, smart phones, and other devices (together, the “App”, and together with the Website, the “Platform”).

When you become a registered member of the Service or visit the Platform, you must agree, and are deemed to have agreed, to these Terms. These terms also incorporate ourPrivacy Policy, and other policy of Gifted that is stated in these Terms to be incorporated into these Terms (together, the “Agreement”). By browsing the public areas of the Platform or by accessing and using the Platform or by registering for the Service you acknowledge that you have read, understood, and agree to be legally bound by the Agreement.

We reserve the right, at our sole discretion, to change or modify all or any portion of the Agreement at any time. If we do so, we will post a notice of the change or modification on the Platform, but we are not required to give you any other notice, and your continued use of the Platform or Service after such time will constitute your acceptance of such changes or modifications.

Gifted is not intended to be used by anyone under the age of majority. If you are under the age of majority and want to use the Service, you must review the Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.

At present, the Service is designed to be used only by Hosts (as defined below) resident in Canada or the United States. If you use the Service as a Host from any other jurisdiction, you do so at your own risk, particularly with respect to legal rules in your jurisdiction and currency conversion charges that may be charged by our payment processors and other intermediaries.

Gifted is under no obligation to accept any individual as a Host, Guest or Visitor (each as defined below, and together, “Users”) and may accept or reject any registration in its sole and complete discretion. In addition, Gifted may deactivate any account at any time, including, without limitation, if it determines that a Host, Guest, or Visitor has violated the Agreement, and for any reason, or for no reason.

If you do not agree to be bound by the Agreement in its entirety, you may not use the Services.

GENERAL

The Service facilitates the giving of monetary gifts by the guests of registered events, such as weddings, to the hosts of those events. In the Agreement, a “Host” is defined as someone who is registered member of the Service who creates an event using the Service, and an “Event Page” is a personalized page created on the Platform by a Host for an event such as a wedding (an “Event”) that they are hosting to which they want to invite guests using the Service. Hosts may use the Service to send invitations to their guests to attend the Event and may invite their guests to RSVP to the Event and to give a monetary gift to the Host, using the Service. A “Guest” is defined in the Agreement as a person who receives an invitation from a Host to attend an Event, and a “Visitor” is defined as a person who is a casual browser of the Platform. Visitors can view all publicly available content on the Platform (including publicly viewable Event Pages), and can give a monetary gift to a Host of an Event using the Service. Guests and Visitors are not required to become registered members of the Service, but must agree to the Agreement as a condition of using certain of the functions of the Service (like making a monetary gift to a Host using the Service), and if they become registered members of the Service can use many useful features of the Service that are not available to people who do not register.

The Platform is an event management platform, and is not a broker, a bank or other financial institution or a registered charity, foundation or other charitable institution. In addition, while the Services facilitate communications and gift transactions between Hosts and other Users, and certain charities with which Hosts might engage using the Service, Gifted is not a party to any agreement or other relationship between a Host and a Guest or Visitor, or between any User and any charity.

REGISTRATION DATA; ACCOUNT SECURITY

If you register for an account on the Platform, you agree to (a) provide true, accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); and (b) promptly update the Registration Data and any other information you provide to us, to ensure it remains true, accurate and complete.

You agree to keep your access credentials (such as passwords, API keys or other information required to access the Service) secure and confidential. You must immediately notify us of any unauthorized use (or suspected unauthorized use) of your access credentials. You are responsible for all activity on your Gifted account, and for all charges incurred by your Gifted account. The access credentials are the property of Gifted and may be revoked if you share them with any third party (other than as allowed in the Agreement), if they are compromised or if you violate the Agreement.

PERSONAL INFORMATION

Our collection and use of personally identifiable information that we obtain from Users is governed by our Privacy Policy, available at www.thisisgifted.com . By using the Services, whether as a Host, Guest or Visitor, you agree to our use, collection and disclosure of your personally identifiable information in accordance with the Privacy Policy.

The Platform may contain technologies that monitor, record and report to Gifted regarding the use of the Platform including but not limited to information concerning the devices used to access the Platform; and the frequency, type and manner of use of the Platform (collectively, “Usage Data”). You agree that we may, in our sole discretion, collect and use Usage Data to support, maintain, and improve the Service, and to enforce our rights under the Agreement. To the extent any Usage Data is personal information within the meaning of applicable law, you hereby: (a) consent to our collection, use and disclosure of such Usage Data for these purposes; and (b) represent and warrant that you have obtained the consent of any individual to whom such Usage Data relates to our collection, use and disclosure of such Usage Data for these purposes, or that the consent of any such individuals is not required to be obtained under applicable law.

COMMUNITY GUIDELINES

All Users are required to comply with these Community Guidelines in their use of the Platform and/or the Services:

You will comply with all the applicable laws in your use of the Platform and/or the Services and will not use the Platform and/or the Services for any unlawful purpose;

You will not upload, post, email, transmit, or otherwise make available through the Platform and/or the Services any content that infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity, or is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity, or that discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar information;

You will not use the Platform and/or the Services to “stalk”, threaten, or otherwise harass another person;

You will not use the Platform and/or the Services to spam any other person or to engage in any commercial activities;

You will not access or use the Platform and/or the Services to collect any market research, or to study the Platform and/or Services, for a competing business;

You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

You will not interfere with or attempt to interrupt the proper operation of the Platform and/or the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform and/or the Services through hacking, password or data mining, or any other means;

You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Platform and/or the Services;

You will not use any robot, spider, scraper, or other automated means to access the Platform and/or the Services for any purpose; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Platform for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials; and

You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.

Please let us know about inappropriate content on the Platform of which you become aware. If you find something that violates our Community Guidelines, please let us know, and we’ll review it.

GIFTED has sole and unfettered discretion to take down any campaign should it offend our code of conduct.

FEES, PAYMENT AND TAXES; CHARITABLE CONTRIBUTIONS

In general, we do not charge Users any fees for basic use of the Services – creating Event Pages and sending invitations to Events, requesting cash gifts for Events, and managing RSVPs to invitations. The only fees or other charges that we charge Users for using the Service (the “Fees”) for an Event are deducted from the amount available to be “cashed out” by the Host. See below for more details.

You Pay no Fees for Making a Gift to an Event Using the Service

We do not charge Guests or Visitors any Fees for using the Services, and in particular they do not pay any Fees for making monetary gifts to Events using the Service. Monetary gifts made to Events using the Service are processed using our payment processing service, which is currently Stripe . Stripe charges fees for this service, but they are deducted from the gift amount, as described below.

Refunds of Gifts Made Using the Service

If you have made a monetary gift to an Event through the Service and want a full or partial refund of that gift, you must contact the Host. Refunds cannot be processed through the Platform unless the applicable Event Page has been cancelled, and Event Pages can only be cancelled upon the Host’s request to Gifted. If an Event Page is cancelled, the Event cannot be “cashed out” – each monetary gift made through the Service to that Event is instead refunded to the person who made the gift, using our payment processing service, which is currently Stripe. After an Event has been “cashed out”, refunds cannot be processed using the Platform and can only be made by the Host. We believe that our payment processing service does not charge any fees on gifts that are refunded using the Service, but you should check their refund policy to satisfy yourself over whether a refund will incur fees. Any such fees are not our responsibility.

If you believe you have made a gift incorrectly through the Service please contact us and we will investigate. Please note we have no responsibility to you for gifts that you make in error and if you want to request a refund of a gift you have made through the Service you must contact the Host and make arrangements with them.

“Cashing Out” an Event

When a Host “cashes out” an Event, the Event Page becomes ‘inactive’ and is closed to further gifts and the aggregate amount of the monetary gifts made by Guests to that Event before the deduction of any Fees (the “Total Gift Amount”) is paid out to the Host, after deduction of the Fees and payment of the Charitable Contribution Amount, all as described below.

In the case where no event date is added to the event, contributions towards the event can be raised for the term of 1 year. At which point GIFTED will send notice. If no compelling reason to extend the fund term, GIFTED will close the event.

In the event a host discloses to contributors on their event fund page the percentage to be donated to the charity, that stated percentage will be binding when the event is closed. Distribution of funds to the charity will reflect the amount stated on the event fund page despite attempts by the host to alter this amount upon requesting funds.

Amounts paid to the Host after the Host “cashes out” an Event are sent either by cheque mailed by regular mail, by PayPal or by Interac e-transfer (Canadian accounts only; to a maximum of CDN $1,000) as the Host requests. We are not responsible for any fees, charges or any loss to you caused by the party handling payment to you – please ensure that you have reviewed PayPal's User Agreement before requesting payment via PayPal (please note that if you do not withdraw funds sent to you via Interac e-transfer or PayPal within times prescribed by those services they may return those funds to us, and additional fees may apply).

Cancelling Event Pages

Notwithstanding anything else in the Agreement, we have the right, at any time for any reason or for no reason, to cancel any Event Page, including if that Event Page has been posted for an excessive length of time (in our sole discretion) or if our Community Guidelines have been violated (in our sole discretion) by any User in connection with that Event Page. We also have the right, at any time for any reason or for no reason, to cancel any User account. If we are considering cancelling an Event Page or closing a Host’s User account we may contact the Host at the information in the Host’s Registration Data to discuss the treatment of funds associated with any Event Pages that we are considering cancelling, or with any Event Pages associated with that User account that are active at the time, including to discuss whether those funds ought to be refunded or the Events “cashed out” and paid out as described in the Agreement, but we are under no obligation to notify or contact the Host and have the right to cancel any Event and refund the monetary gifts made to that Event Page, without notice. We believe that our payment processing service, Stripe, does not charge any fees on gifts that are refunded using the Service, but you should check their refund policy to satisfy yourself over whether a refund will incur fees. Any such fees are not our responsibility.

Payment Processing Fee and Handling Fee

As described above, when a Host “cashes out” an Event, the Total Gift Amount is paid out to the Host, subject to the deduction of the Fees, and also to the payment of the applicable Charitable Contribution Amount. The Fees are described below:

Payment Processing Fee – Monetary gifts made by Guests to Events using the Service are processed using our payment processing service, which is currently Stripe. Our payment processor charges a fee for this service, and it is described in their terms . That fee is deducted from the gift when the gift is initially made to the Event using the Service, and is calculated on the amount of the gift. (As noted above, at present our payment processing service does not charge any fees for gifts made to Events using the Service if the gifts are refunded.)

Handling Fee – We charge a fee for our handling services involved in the operation of the Service for an Event. That fee is currently 4% of the Total Gift Amount. The Handling Fee is deducted from the Total Gift Amount when the Event is “cashed out”. At present, we do not charge any Handling Fee on gifts that are refunded using the Service.

Once a Host “cashes out” an Event the Fees are non-refundable.

Payments made for parties hosted in Canada are in Canadian dollars. Payments made for parties hosted in United States are in U.S. dollars. Please note that if monetary gifts are made in a currency other than the currency in which the Host “cashes out” the gifts for that Event, the payment intermediaries involved in paying out the net amount due to the Host will apply currency exchange rates determined in accordance with their own terms of service.

The Charitable Contribution Amount

When a Host creates an Event Page on the Platform the Host must designate one of the charitable organizations listed on the Platform to receive at least 1% of the Total Gift Amount (the “Charitable Contribution Amount”), up to a maximum of the Total Gift Amount minus the Fees. Once a Host “cashes out” an Event, we deduct the applicable Charitable Contribution Amount from the Total Gift Amount and pay the applicable Charitable Contribution Amount to the chosen charitable organization. Once a Host “cashes out” an Event the Charitable Contribution Amount is non-refundable.

The charitable organizations we select for the Service have agreed with us to issue the applicable tax receipt to the applicable Host in the amount of the applicable Charitable Contribution Amount, but we are not responsible for their failure to do so or any delayed or lost tax receipts. In addition, we are not responsible for how the Host’s chosen charitable organization uses the Charitable Contribution Amount, and we make no representation, warranty or covenant concerning any charitable organization listed on the Platform. The date the event is closed and funds are requested will determine the date of the tax receipt issued.

Gift Codes

Each promo code is subject to (a) the specific terms and conditions stated on the promo code offer and (b) these general promo code terms and conditions. In the event of any inconsistency, the former prevails. Event Registries must receive the minimum amount of cash contributions to redeem gift code. The minimum amount is dependent on the value of the GIFT Code.

$10 Gift Codes must collect a minimum of $250

$20/$25 Gift Codes must collect a minimum of $500

Gift Code of $50 and above must collect a minimum $1000

If this minimum is not met, all event funds collected will be issued and distributed accordingly less the gift card amount. Card value is split with the nonprofit along with all funds received per event and according to the percentage selected by the host. Card value cannot be redeemed for cash or credit without a valid event meeting Terms outlined here. All monies are issued in the currency of your Country. Gift codes can only be redeemed once per event. Valid only for event hosts residing in Canada or the United States.

Other

The Handling Fee excludes any HST that might be due in connection with the payment of that Fee to us for our Services. We are not responsible for any other sales or other taxes in any other jurisdiction that might apply to gifts made or redeemed through the Service.

Gifted is not a bank, depositary, trust firm or other financial institution, and the amounts paid to us by Guests are not “deposits”, and our payments of amounts to Hosts and the charitable organizations are not “withdrawals”, as those terms are generally understood in laws related to the regulation of banks and other financial institutions.

We do not hold any of the amounts paid to us by Guests either as a trustee, or in trust for their benefit, or for the benefit of any other person, but rather hold them in our custody solely as a service provider facilitating gift transactions pursuant to the Agreement by, among other things, holding property as provided for in the Agreement. We have no obligation to hold these amounts in individually segregated accounts. As between Gifted and any User, from and after our receipt of these amounts until their distribution as provided for in the Agreement, we treat them as the property of the applicable Host, to be either held by us and paid to the Host or refunded to the original payor, subject to the payment of the Fees and the Charitable Contribution Amount, all in accordance with the Agreement. We may hold any of such amounts in non-interest bearing accounts, but in any event, any interest that we earn on such amounts is the property of Gifted and we receive that interest for our own benefit, and any amounts that we pay out to any User under the Agreement shall be paid without interest in all cases. Our liability for any amounts paid to us by Users in connection with the Service is strictly limited as provided for in the Agreement. The only legal recourse a Guest has for any failure of a Host to refund any amount paid to us in connection with an Event is against the Host.

INTELLECTUAL PROPERTY

The Platform and the Services contain material, such as photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of Gifted (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under Canadian,United States and other foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except for your personal use, and only as permitted under the Agreement. No other use is permitted without prior written consent from us. If you violate any part of the Agreement, your permission to access and/or use the Content, the Platform, and/or the Services automatically terminates.

You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

The trademarks, service marks, and logos of Gifted (the “Gifted Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of Gifted. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Gifted Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Gifted Trademarks inures to our benefit.

MEMBER CONTENT AND LICENSES

The Services provide registered Users with the ability to post and upload their own material, such as photographs, software, text, graphics, images, sound recordings, and other material (the “Member Content”). You expressly acknowledge and agree that once you submit Member Content for inclusion into any area of the Platform accessible by other Users, it will be accessible by others, and that there is no confidentiality or privacy with respect to such Member Content, including, without limitation, any personally identifying information that you may make available. You, and not Gifted, are entirely responsible for all your Member Content and you will indemnify and defend us from respect of any loss, liability, claim, or damage suffered or incurred by us in connection with your Member Content.

You retain all copyrights and other intellectual property rights in and to your own Member Content. You do, however, hereby grant us a non-exclusive, royalty-free, sublicensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your Member Content as reasonably necessary to provide the Services.

If you submit Member Content to us, each such submission constitutes a representation and warranty to Gifted that such Member Content is your original creation (or that you otherwise have the right to provide the Member Content), that you have the rights necessary to grant the license to the Member Content under the prior paragraph, and that it and its use by Gifted and its content partners as permitted by the Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.

COMMUNICATIONS WITH US

Subject to our Privacy Policy, with respect to all emails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

WARRANTIES AND LIMITATION OF LIABILITY

THE PLATFORM, THE SERVICES AND ALL CONTENT, MEMBER CONTENT, FUNCTIONS AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

You waive and shall not assert any claims or allegations of any nature whatsoever against Gifted, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors 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 use of the Platform, the Services, the Content or Member Content, including, without limitation, any claims or allegations relating to infringement of proprietary rights, 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 use or other exploitation of the Platform, the Services, the Content or Member Content (including as a result of the conduct of any User), and any claim for a refund of any amounts that you have paid as a gift to an Event through the Service. You use the Platform, the Services, the Content and Member Content at your own risk. THE PLATFORM AND THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, PRICING, OR OTHER ERRORS LISTED ON OR OMITTED FROM THE PLATFORM OR THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE PLATFORM AND THE SERVICES AT ANY TIME WITHOUT NOTICE.

Without limitation of the foregoing, neither Gifted 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 or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Platform, the Services, the Content or the Member Content, including without limitation any damages caused by or resulting from your reliance on the Platform, the Services, the Content or the Member Content or other information obtained from Gifted or any other Released Party or accessible via the Platform, the Services, the Content or the Member Content or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Gifted or any other Released Party’s records, programs or services.

In no event shall Gifted be liable to any User for any monetary gift made by that User through the Platform – in each case, the sole recourse of Users in relation to any monetary gift made through the Platform is, as between Gifted and the respective Host, against that Host. In no event shall the aggregate liability of Gifted to any User, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Platform, the Services, the Content or the Member Content exceed CDN $10, provided that upon the cancellation of an Event Page or a Host’s account with us prior to “cash out” of that Event we will refund any monetary gifts paid by Users to Gifted for that Event using the Service, or pay any such amounts to the Host, as we may determine in our sole discretion, subject to any fees charged by applicable payment processing services.

You agree to defend, indemnify, and hold the Released Parties harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of the Agreement; (ii) your use of the Platform, the Services, the Content or the Member Content; (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right; and/or (iv) your Member Content. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

EXTERNAL SITES

The Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

Gifted may run advertisements and promotions from third parties on the Services. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Gifted, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Gifted is not responsible or liable for any loss or damage of any sort incurred as the result of any your dealings with any User of the Site, or as the result of the presence of third-party advertisers on the Site.

GOVERNING LAW; ARBITRATION; EXCLUSIVE JURISDICTION; COMPLIANCE WITH LOCAL LAWS

The Services of this platform are controlled and operated by Gifted from its offices in Toronto, Ontario. You explicitly agree that all disputes or claims with or against Gifted arising from or relating to your use of the Platform, the Services, the Content or the Member Content 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 the Agreement.

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) involving Gifted and arising out of or relating to (a) the Agreement; (b) the Platform, the Services, the Content or the Member Content; (c) oral or written statements, advertisements or promotions relating to the Agreement or to the Platform, the Services, the Content or the Member Content; or (d) the relationships that result from the Agreement or the Platform, the Services, the Content or the Member Content (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). 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.

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.

If you choose to access the Services from locations other than Canada or the United States, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Gifted and the other Released Parties for your failure to comply with any such laws. We make no claims concerning whether the Platform, the Services, the Content or the Member Content may be viewed, or be appropriate for use outside of Canada and the United States. If you access the Platform, the Services, the Content or the Member Content from outside of Canada and the United States, you do so at your own risk. Whether inside or outside of Canada and the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and your access to all or any part of the Platform, the Services, the Content or the Member Content, at any time and for any reason without prior notice or liability. You may terminate your account at any time by following the instructions in your account settings. We reserve the right to change, suspend, or discontinue all or any part of the Platform and/or the Services at any time without prior notice or liability.

If your account is terminated for any reason we may retain a copy of all data, content and other information associated with your account, for our archival and internal uses only.

MISCELLANEOUS

If the Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of the Agreement, which shall remain in full force and effect: “Personal Information”, “Fees, Payment and Taxes; Charitable Contributions”, “Intellectual Property”, “Member Content and Licenses”, “Communications with Us”, “Warranties and Limitation of Liability”, “Governing Law: Exclusive Jurisdiction; Compliance With Local Laws” and “Miscellaneous.”

The parties confirm that it is their wish that the Agreement, as well as any other documents relating to the Agreement, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.

If any provision of the Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions. Gifted 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 the prior written consent of Gifted, and any such attempted assignment will be void and unenforceable. The Agreement constitutes the entire agreement between you and Gifted regarding your use of the Platform, the Services, the Content and the Member Content, and supersedes all prior or contemporaneous communications whether electronic, oral or written between you and Gifted regarding your use of them.

QUESTIONS AND COMMENTS

If you have any questions regarding the Agreement or your use of the Services, please contact Team Gifted at hello@thisisgifted.com