TERMS AND CONDITIONS BETWEEN QUIET EXPLOSION AND USERS OF THE GIFTIE SERVICE

These terms and conditions (Terms of Use) constitute an agreement between you, as a user or recipient of our service, and Quiet Explosion Limited (we, us and/or Giftie) regarding services offered to you through the Giftie® virtual gift wrapper service (the Giftie® Service). The Terms of Use include the Privacy Policy. By visiting our website at HelloGiftie.com or by using the Giftie® Service you signify your agreement to the Terms of Use.   Please read these Terms of Use carefully before you start to use the Giftie® Service. By proceeding to use the Giftie® Service, you enter into a binding legal agreement with Giftie and confirm that you accept the Terms of Use including the Privacy Policy and agree to comply with them. If you disagree with any of the Terms of Use, please do not use the Giftie® Service.

The Giftie® Service is operated by Quiet Explosion Limited, a private company limited by shares, incorporated and registered in England and Wales with company number 06383876 whose registered office is at Acre House, 11/16 William Road, London NW1 3ER. We reserve the right, in our sole discretion, to modify and revise the Terms of Use at any time, without notice, and you agree to be bound by such revisions or modifications. You should periodically review the most recent version of the Terms of Use at HelloGiftie.com. Your subsequent use of the Giftie® Service following any amendment of the Terms of Use will signify your assent to and acceptance of its revised terms.

THE GIFTIE® SERVICE

The Giftie® Service provides a unique personalised, virtual wrapper for any gift that you purchase for your recipient and it enables your recipient to express further preferences, or alternative, or additional preferences in relation to their gift and to provide specific delivery and other instructions in relation to their gift.  Any contract for the purchase of gifts, goods or products (“Contract”) is between You and the supplier or retailer of such gifts, goods or products. We are not a party to such Contract and are therefore not responsible for any breach or non-fulfilment of such Contract by such supplier or retailer. We do not process any payments in relation to any such Contract. Accordingly, You agree to indemnify us for and against any losses, costs, claims or expenses that you as a sender or recipient of any gift using the Giftie® Service suffer or incur as a result of such any breach or non-fulfilment of such Contract by such supplier or retailer.

CONDITIONS OF USE

The Terms of Use apply to all users of the Giftie® Service. The Giftie® Service is offered to users on a limited, non-exclusive, non-transferrable, revocable basis subject always to the Terms of Use. Except as expressly permitted in these Terms of Use or otherwise with our consent you will not, nor allow any third parties on your behalf to: (i) copy, download, lend, capture, reproduce, archive, share, distribute, modify, translate, display, transmit or make available to the public the Giftie® Service or any parts thereof, (ii) remove or alter any copyright or other proprietary notice of Giftie from the Giftie® Service (iii) block, disable, obscure or impair any advertising on the Giftie® Service, (iv) incorporate the Giftie® Service into another service or website or make it available via frames (v) reverse engineer, disassemble, alter, de-compile, copy, transfer, exchange, modify, sub-license, create derivative works of any kind whatsoever from, distribute or provide others with the Giftie® Service or any part thereof, (vi) extract any data or metadata from the Giftie® Service nor create any index or database incorporating any part of it, (vii) use the Giftie® Service in any way that may lead to the encouragement, procurement or carrying out of any criminal or unlawful activity, or cause distress, harm or inconvenience to any other person, (viii) circumvent, disable or otherwise interfere with any security-related features of the Giftie® Service or features that prevent or restrict use or copying of any part of the Giftie® Service or enforce limitations on use of the Giftie® Service or the content therein, or (ix) do anything that may cause damage to the Giftie® Service.

Giftie reserves the right at its discretion to amend or withdraw the Giftie® Service, change its functionality or charge for the Giftie® Service provided in accordance with these Terms of Use.

You acknowledge and agree that the Giftie® Service is currently made available to you for your personal, non-commercial use and you will not and will not allow any other person to use the Giftie® Service for any purpose which is commercial, unlawful or otherwise improper without Giftie’s prior consent.

Without prejudice to the generality of the above provisions you agree as follows: (i) not to use any text, images, graphics, audio, video, or audio-visual materials or data that you do not own or that you have not obtained permission to or acquired the right to use, (ii) not to use any text, images, graphics, audio, video, or audio-visual materials or data with the Giftie® Service that contain any violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive content, (iii) not solicit, collect, use or publish the login credentials of other Giftie® Service users, (iv) not to defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities nor post private or confidential information via the Giftie® Service, including, without limitation, your or any other person’s credit card information, social security, national identity numbers, non-public phone numbers or non-public email addresses, (v) not to use the Giftie® Service for any illegal or unauthorized purpose and to comply with all laws, rules and regulations Giftie® Service, including but not limited to, copyright laws, (vi) that you are solely responsible for your conduct and for any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, links and other content or materials that you use or display on or via the Giftie® Service, (vii) not to change, modify, adapt or alter the Giftie® Service or change, modify or alter another website so as to falsely imply that it is associated with the Giftie® Service, (viii) not to interfere with or disrupt the Giftie® Service or servers or networks connected to the Giftie® Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature nor inject content or code or otherwise alter or interfere with the Giftie® Service in any way, (ix) that you will comply with any requirements, conditions or restrictions imposed by any person on the usage with the Giftie® Service of any third party text, images, graphics, audio, video, or audio-visual materials or data `(“User Content”) and that you accept that you are solely responsible for making use of User Content in compliance with any such third party requirements, conditions or restrictions, (xi) obtain a person’s consent before including their User Content in any way.

Violation of these Terms of Use may, at our sole discretion, result in removal of the offending materia, and/or termination of your account. You understand and agree that we cannot and will not be responsible for any content posted on the Giftie® Service and you use the Giftie® Service at your own risk. If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for us, we can stop providing all or part of the Giftie® Service to you.

We reserve the right to modify or terminate the Giftie® Service or your access to the Giftie® Service for any reason, without notice, at any time, and without liability to you.

Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease.

We reserve the right to refuse access to the Giftie® Service to anyone for any reason at any time.

We may, but have no obligation to, remove, edit, block, and/or monitor content or accounts containing content that we determine at our sole discretion violates these Terms of Use.

You agree that you are responsible for all data charges you incur through use of the Giftie® Service.

We do not claim ownership of any content that you use through the Giftie® Service but you hereby grant to us a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use the content that you post on or through the Giftie® Service for the delivery of the Giftie® Service service to you and to recipients of your gifts.

The Giftie® Service may, in the future, be supported by advertising revenue and may display advertisements and promotions, and you hereby agree that we may place such advertising and promotions on the Giftie® Service or on, about, or in conjunction with your content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.

You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.

You represent and warrant that: (i) you own the content posted by you on or through the Giftie® Service or otherwise have the right to grant the rights and licenses set out in these Terms of Use; (ii) the posting and use of your content on or through the Giftie® Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of content you post on or through the Giftie® Service; and (iv) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction.

The Giftie® Service may contain content owned or licensed by us (“Giftie Content”). Giftie Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and us. We own and retain all rights in the Giftie Content and the Giftie® Service. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Giftie Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Giftie Content.

The Giftie name, logos, strap-lines and graphics are trademarks of Giftie and may not be copied, imitated or used, in whole or in part, without the prior written permission of Giftie.

Although it is our intention for the Giftie® Service to be available as much as possible, there will be occasions when the Giftie® Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, we reserve the right to remove any content from the Giftie® Service for any reason, without prior notice. Content removed from the Giftie® Service may continue to be stored by us, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, we encourage you to maintain your own backup of your content. In other words, Giftie is not a backup service and you agree that you will not rely on the Giftie® Service for the purposes of content backup or storage. Giftie will not be liable to you for any modification, suspension, or discontinuation of the Giftie® Service, or its effect on any other Giftie® Services, or the loss of any content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of content or other information may not be secure.

You agree that we are not responsible for, and do not endorse, content posted within the Giftie® Service. We do not have any obligation to pre-screen, monitor, edit, or remove any content. If your content violates these Terms of Use, you may bear legal responsibility for that content.

ADVERTISING

You acknowledge that the Giftie® Service may, in the future, be supported by advertising revenues and you hereby agree that Giftie may place such advertising and promotions on the Giftie® Service or on, about, or in conjunction with your content. The manner, mode and extent of such advertising and promotions are subject to change without notice to you. We may at our sole discretion provide the ability to pay to remove advertisements via the settings menu within the Giftie® Service.

THIRD PARTY WEBSITES

You acknowledge that the Giftie® Service may contain links to third party websites (whether by way of advertisements or otherwise) that are not owned or controlled by Giftie. You acknowledge that Giftie has no control over, and assumes no responsibility for the content, privacy policies or practices of any third party websites and such links should not be interpreted as an endorsement by Giftie of those linked websites. In addition, Giftie will not and cannot censor or edit the content of any third-party site. By using the Giftie® Service, you expressly relieve Giftie from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Giftie® Service and to read the terms and conditions and privacy policy of each other website that you visit.

Giftie does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party through the Giftie® Service or any hyperlinked services or featured in any banner or other advertising, and Giftie will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.

AVAILABILITY

Giftie will use reasonable endeavours to ensure that the Giftie® Service is available for use at all times. However you acknowledge the Giftie® Service is provided over the internet and mobile networks and so the operation and availability of the Giftie® Service may be affected by factors outside of Giftie’s control at any time for any reason. Giftie does not guarantee that use of or access to the Giftie® Service will always be available and/or uninterrupted.

Giftie will not be liable for any support or maintenance of the Giftie® Service.

You acknowledge that the Giftie® Service is provided on an as-is and as-available basis, with no warranty of any kind, express or implied, including its fitness for any particular purpose. Giftie does not guarantee that the Giftie® Service will be free from error, omission or defect, and expressly disclaims any such representation or warranty. Giftie expressly disclaims all liability for the availability, security or reliability of the Giftie® Service.

Giftie may suspend, withdraw, discontinue or change all or any part of the Giftie® Service without notice. In the event of a failure, error or defect of the Giftie® Service, or any part thereof, Giftie will have no liability for any damage or loss this may cause. You agree to use the Giftie® Service at your own risk, and assume, to the maximum extent permitted by law, liability for any loss resulting from your use of the Giftie® Service.

GIFTIE’S INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that except as expressly set out herein, Giftie is the owner or licensee of all rights, titles and interest in and to the Giftie® Service, including all intellectual property rights therein and with respect thereto, including without limitation copyrights, patents, trademarks, associated trade secrets and moral rights (Giftie IPR).

Although expressly forbidden in these Terms of Use, if you copy, reproduce, alter, modify, reverse engineer, disassemble, decompile or create derivative works from or in connection with the Giftie® Service, or any component thereof, any such alterations or derivative works will be the sole and exclusive property of Giftie.

You agree not to challenge Giftie’s exclusive ownership of the Giftie IPR. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content of the Giftie® Service, or allow any virus or ‘Trojan horse’ software to be introduced to the Giftie® Service or the hardware or software systems supporting the Giftie® Service.

You may not use the Giftie IPR (including the trade marks) without specific prior written consent from Giftie in each case.

Giftie’s status as the proprietor of the Giftie® Service must always be acknowledged.

WARRANTIES

You agree that your use of the Giftie® Service will be at your sole risk. To the fullest extent permitted by law, Giftie, its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the Giftie® Service and your use thereof. Giftie makes no warranties or representations about the Giftie® Service including but not limited to warranties concerning its functionality, fitness for a specific purpose, quality, accuracy or completeness of the Giftie® Service or the content contained therein or of any site linked to Giftie’s Website.

LIMITATION OF LIABILITY

Nothing in the Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may Giftie apply to the Giftie® Service, whether express or implied. Giftie will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: (ii) use of, or inability to use, the Giftie® Service or any business interruption, (ii) any inability to access or use the Giftie® Service if locked by us; (iii) use of or reliance on the functionality of the Giftie® Service, (iv) any interruption or cessation of transmission to or from the Giftie® Service, (v) any bugs, viruses, ‘Trojan horse’ software, or the like which may be transmitted to or from the Giftie® Service, (vi) any distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, systems, data or other proprietary material due to your use of the Giftie® Service, or to your accessing website linked to the Giftie Website, (vi) loss of profits, sales, business,  revenue or other opportunity, (vi) loss of, goodwill or reputation, (vii) loss of cost savings, (viii) loss of money or investments, (ix)any indirect or consequential loss or damage, (x) any unauthorised access to or use of our secure servers and/or any and all personal information stored therein, and (xi) any errors or omissions in the Giftie® Service or for any loss or damage of any kind incurred as a result of your use of the Giftie® Service

GENERAL

The Terms of Use, and any other legal notices published by Giftie in the Giftie® Service or any end-user licence agreement in respect of any Giftie® Service offered by Giftie, will constitute the entire agreement between you and Giftie.
If any provision of the Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of the Terms of Use, which will remain in full force and effect.
No waiver of any term of this the Terms of Use will be deemed a further or continuing waiver of such term or any other term, and Giftie’s failure to assert any right or provision under the Terms of Use will not constitute a waiver of such right or provision.

GOVERNING LAW AND JURISDICTION

The Terms of Use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. Any claim or dispute between you and Giftie that arises in whole or in part from the Giftie® Service will be decided exclusively by a court of competent jurisdiction in England and Wales.