Terms of Use

Please read these Terms of Use (the “Terms of Use” or “Agreement”) carefully. This Agreement affects your rights.

Giiftii Systems Inc. (the “Company” or “we”) provides an elevated gifting experience by providing users with personalized gift recommendations, ability to create private gift boards to organize and collaborate on gifts for others, ability to create wishlists and registries, access to gift guides, and sharing of information related to gifting, in each case whether accessed through our website, our mobile applications or our desktop applications (collectively herein the “Services”).

The following Agreement constitutes a legally binding agreement between the Company and any individual who visits, browses, uses, creates an account, downloads, installs and/or accesses the Giiftii mobile application or desktop application or otherwise interacts with Giiftii found at giiftii.com and/or the Giiftii mobile application, or one of its affiliated applications or URLs (collectively "Giiftii"). The Giiftii mobile application(s) and desktop application(s), together with any updates, upgrades, patches and successor versions made available by the Company, are referred to in this Agreement as the "Applications". Please review the following terms carefully. Your access or use of Giiftii indicates that you have read, understand, and agree to be bound by these Terms of Use, including the Privacy Policy, which is incorporated in this Agreement by reference.

If you do not agree to these Terms of Use, then you have no right to access or use Giiftii, the Services or any content contained on it.

1. Changes to terms of use

We may update these Terms of Use from time to time, including by adding entirely new terms and deleting existing terms. It is your responsibility to check Giiftii from time to time to view any such changes in the Agreement.

If the changes are material, we’ll let you know in advance by posting the changes through the Services and/or sending you an email or message about the changes. Your continued use of Giiftii after the effective date of such changes constitutes your acceptance of such changes. If the modified Terms of Use are not acceptable to you, your only recourse is to cease accessing Giiftii and using the Services.

2. Your account

You may need to create an account on Giiftii to use some of our Services. Here are a few rules about the accounts:

You must be 18 years or older to use our Services. Minors under 18 and at least 13 years of age are only permitted to use our Services through an account owned by a parent or legal guardian with their appropriate permission and under their direct supervision. Children under 13 years are not permitted to use Giiftii or the Services. You are responsible for any and all account activity conducted by a minor on your account, and there may be commercial products or services available that you may want to consider to limit a minor's access to material online. The Applications are not directed to children under 13, and you may not download, install or use the Application unless you meet the age requirements set out in this Section and any additional age requirement imposed by the app store from which you obtain it. If you allow a minor to use a device on which the Application is installed under your account, you remain responsible for that use.

Be honest with us. Provide accurate information about yourself. It’s prohibited to use false information or impersonate another person or company through your account. If we have reason to believe that your account information is untrue, inaccurate, out-of-date, or incomplete, we reserve the right, in its sole and absolute discretion, to suspend or terminate your account.

Choose an appropriate name. If you decide to not have your full name serve as the name associated with your account, you may not use language that is offensive, vulgar, infringes someone’s intellectual property rights, or otherwise violates the Terms of Use.

You're responsible for your account. You’re solely responsible for any activity on your account. If you’re registering as a business entity, you personally guarantee that you have the authority to agree to the Terms of Use on behalf of the business. Accounts are generally not transferable.

Protect your password. Since you are solely responsible for any activity on your account, so it’s important to keep your account password secure. You must notify the Company immediately of any breach of security or unauthorized use of your account. The Company is not responsible for any liabilities, losses, or damages arising out of the unauthorized use of your number/login, password or account.

Our relationship. These Terms of Use do NOT create any agency, partnership, joint venture, employment, or franchisee relationship between you and the Company.

Community Guidelines. By accessing and/or using the Applications and/or the Services, you agree to comply with these community guidelines (the “Community Guidelines”) and that:

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

You will not upload, post, e-mail, transmit, or otherwise make available 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

discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.

You will not “stalk,” threaten, or otherwise harass another person;

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

You will not access or use the Application and/or the Services to collect any market research 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 Application 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 Application 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 Application and/or the Services;

You will not use any robot, spider, scraper, or other automated means to access the Application and/or the Services for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Application 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;

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; and

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

We reserve the right, in our sole and absolute discretion, to deny you access to the Application and/or the Services, or any portion of the Application and/or the Services, without notice, and to remove any content that does not adhere to these Community Guidelines.3. Your use of our services

We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services, subject to the Terms of Use and the following restrictions in particular:

You agree that you will not violate any laws in connection with your use of the Services or encourage conduct that would violate these Terms of Use. This includes any local, state, federal, and international laws that may apply. For example you may not engage in fraud (including false claims or infringement notices), theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against the Company, another user, or a third party.

You agree not to use Giiftii to abuse, harass, threaten, intimidate, or invade the privacy of any other person or entity;

You will not use Giiftii to post advertising, promotional materials, or other forms of solicitation.

You agree not to crawl, scrape, or spider any page of the Services or to reverse engineer or attempt to obtain the source code of the Services without our express permission.

You agree not to post or link to content on Giiftii that infringes on the intellectual rights of others; is defamatory, obscene, or pornographic; is fraudulent, false, misleading, or deceptive; promotes discrimination, racism, hatred, or harassment;

You agree not to interfere with or try to disrupt our Services, for example by distributing a virus, excessive requests to our Website or platform, or other harmful computer code. Without limiting anything in these Terms of Use, your permission to access and use Giiftii is conditioned on your agreement that you will not use Giiftii or any of its content for any commercial purpose and/or use Giiftii for any unlawful purpose or for the promotion of illegal activities.

You acknowledge that any violations of the provisions of this Section are subject to injunctive relief and you agree to personal liability on behalf of all participants to the violations regardless of entity affiliation, for all related attorney fees, and legal costs.

3A. Licence to the applications

Subject to your continuing compliance with this Agreement, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to download and install one copy of the Application on a device that you own or control, and to run that copy solely for your own personal, non-commercial use of the Services. The Applications are licensed to you, not sold. The Company and its licensors retain all right, title and interest in and to the Applications, including all intellectual property rights in them.

Except to the extent that applicable law prohibits the restriction, you agree that you will not: (a) copy, modify, adapt, translate or create derivative works of the Application; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Application; (c) rent, lease, lend, sell, sublicense, distribute or otherwise transfer the Application to any third party; (d) remove, obscure or alter any proprietary notice contained in the Application ; (e) circumvent, disable or interfere with any security, digital rights management, rate-limiting or access control feature of the Application ; (f) use the Application to build a competing product or service, or to create automated interactions with the Services other than through interfaces we make available for that purpose; or (g) use the Application on a device whose operating system has been modified to remove manufacturer restrictions (commonly, a "jailbroken" or "rooted" device) where doing so degrades the security of the Services.

The licence granted under this Section terminates automatically upon termination or suspension of your account or of this Agreement. On termination you must cease all use of the Applications and delete all copies in your possession or control.

3B. App stores and platform terms

You may obtain the Applications only from an app store or distribution platform authorised by the Company, including the Google Play Store and the Apple App Store (each, an "App Store"). Your acquisition and use of the Application is also subject to the terms and policies of the App Store from which you obtained it. In the event of a conflict between those terms and this Agreement in respect of your acquisition or use of that Application, the within terms govern to the extent of the conflict.

You acknowledge that this Agreement is between you and the Company only, and not with any App Store operator, and that the Company, and not the App Store operator, is solely responsible for the Applications and their content. No App Store operator has any obligation to furnish maintenance or support services in respect of the Applications. To the maximum extent permitted by applicable law, no App Store operator has any warranty obligation in respect of the Applications, and any claim arising from a failure of the Application to conform to any applicable warranty is the sole responsibility of the Company. No App Store operator is responsible for addressing any claim by you or any third party relating to the Applications or your possession or use of them, including product liability claims, claims that the Application fails to conform to any legal or regulatory requirement, claims arising under consumer protection, privacy or similar legislation, and claims that the Application infringes a third party's intellectual property rights.

Apple Inc. and its subsidiaries are third-party beneficiaries of this Agreement in respect of any Application obtained from the Apple App Store, and upon your acceptance of this Agreement will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary.

3C. Updates, compatibility and availability

The Company may issue updates, upgrades, patches, bug fixes and new versions of the Applications from time to time. Depending on your device and App Store settings, these may be downloaded and installed automatically, and you consent to receiving them on that basis. The Company may cease to support any prior version of the Application , and may change, suspend or discontinue the Application , or any feature of the Application , at any time.

Some features of the Services may not be available on all devices, operating systems or operating system versions, or in all territories. The Company does not warrant that the Application will be compatible with, or will remain compatible with, any particular device or operating system.

3D. Device permissions, device data and third-party components

The Applications may request your permission to access features or information on your device, which may include your contacts, calendar, camera, photo library, notifications and location. You may grant or withhold each permission and may change your choices at any time in your device settings. Certain features of the Services will not function, or will function only in part, if a required permission is withheld. Where you use a feature that accesses your contacts or address book, you represent that you are authorised to provide that information to the Company for the purpose of that feature.

The Applications incorporate software components, software development kits and services supplied by third parties, which may include analytics, crash reporting, attribution, payment and advertising providers, and which may collect device identifiers and information about your use of the Applications. The categories of information collected through the Applications, the purposes for which that information is used, the third parties with whom it is shared and the choices available to you, including in respect of advertising identifiers, are described in our Privacy Policy.

4. Your content

Content that you post or link to using our Services is your content (herein “Your Content”). We don’t make any claim to it, which includes anything you post using our Services, including things like profile pictures, comments and usernames.

You understand that you are solely responsible for Your Content. You represent that you have all necessary rights to all parts of Your Content and that you’re not infringing or violating any third party’s rights by posting it. If you submit, upload, import or otherwise provide Personal Information relating to another individual, you represent and warrant that you have the authority or legal basis to provide that information to Giiftii and have provided any notice required by applicable law.

By posting Your Content through our Services, you grant the Company and third parties which are authorised by the Company in its sole discretion, a licence to use Your Content. We don’t claim any ownership to Your Content, but we have your permission to use it to help the Company operate and grow.

By posting Your Content, you grant the Company and third parties authorised by it, in its sole discretion, a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual licence to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content. This allows us to provide the Services and to promote the Company and/or the Services in general, in any formats and through any channels, including across any Services, our partners, or any third-party Website or advertising medium. You agree not to assert any moral rights or rights of publicity against us for using Your Content. You also recognise our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Content contains any personal information. Notwithstanding the foregoing, where Your Content contains Personal Information about another individual, Giiftii's use of that Personal Information will be subject to the Privacy Policy and applicable privacy law.

The Company has great respect for intellectual property rights, and is committed to following appropriate legal procedures to remove infringing content from the Services. If content that you own or have rights to has been posted to the Services without your permission and you want it removed, please contact us at hello@giiftii.com. If Your Content is alleged to infringe another person’s intellectual property, we will take appropriate action, such as disabling it if we receive a report of infringement that complies with our policies, or terminating your account if you are found to be a repeat infringer. We’ll notify you if any of that happens.

You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of any part of our Terms of Use. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.

5. Monitoring and account termination

We do not pre-screen User Content or accounts. While we are not obligated to do so, we reserve the right to monitor Giiftii and review and/or edit User Content for the purpose of operating Giiftii, enforcing these Terms of Use, or complying with legal requirements or court orders.

We may remove User Content at any time, with or without cause or notice. Additionally, we reserve the right to suspend or terminate your account or access to Giiftii at any time, with or without cause or notice. If your account is terminated or suspended, you may not create a new account or attempt to access Giiftii without prior written permission from the Company.

6. Termination

You may terminate your account at any time from your account settings within the Applications or on our website. Deleting the Application from your device does not delete your account or Your Content. Terminating your account may not affect the availability of some of the content that you posted through the Services prior to termination. The Company reserves the right to change, suspend, or discontinue any of the Services for you, any or all users, at any time, for any reason, including those laid out in our policies under these Terms of Use. We may terminate or suspend your account (and any accounts we determine are related to your account) and your access to the Services should we have reason to believe you, Your Content, or your use of the Services violate our Terms of Use. If we do so, it’s important to understand that you don’t have a contractual or legal right to continue to use our Services.

Suspension or termination of your account or access to Giiftii does not affect your ongoing obligations under these Terms of Use, including but not limited to ownership rights, indemnification, and limitation of liability, which will survive such suspension or termination.

If you or the Company terminate your account, you may lose any information associated with your account, including Your Content. Following deletion of your account, the Company will delete or de-identify the personal information associated with it within the period described in our Privacy Policy, except for information the Company is required or permitted by law to retain. Retained information may include transaction, payment and tax records, records relating to unredeemed or outstanding gift value, records reasonably necessary for fraud prevention and platform security, records subject to a legal hold or an unresolved dispute or chargeback, and records of your communication preferences. Information retained for these purposes will not be used for marketing.

7. Third party websites

As part of the Services, we may provide links to third-party Websites, platforms, and applications (collectively "Third Party Websites"), and/or allow you to post content originating from Third Party Websites. We are not responsible for and does not control any Third Party Websites, including their promotions, materials, information, goods, or services. These Websites are not monitored or verified for accuracy, appropriateness, or completeness by the Company, and their inclusion on Giiftii does not imply endorsement by us. Links to Third Party Websites are provided "as is" and may be changed or removed at any time.

If you choose to visit any Third Party Websites, we recommend reviewing their terms, policies, and privacy practices. We assume no liability for any User Content or Third Party Websites posted or accessed through Giiftii. The Company will not be responsible for any loss or damage resulting from reliance on content linked to or posted on Giiftii.

8. Monetization of web links

Some links on Giiftii may lead to Third Party Websites, including e-commerce websites. These links may be monetized, earning the Company a commission for assisting in matching buyers with products, services, or experiences on the Third Party Websites. This monetization does not affect the price of the items.

9. Associate program disclosure

The Company participates in affiliate and referral programs operated by third-party retailers, brands, marketplaces and affiliate networks. When you click certain links or complete a purchase through the Services, the Company may earn a commission, referral fee or other compensation from the applicable merchant or network. This is at no additional cost to you. You pay the same price you would pay going to the merchant directly and it helps support the operation of the Services.

The Company participates in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to Amazon.com, Amazon.ca and affiliated sites. As an Amazon Associate, the Company earns from qualifying purchases. Certain content displayed in the Services, including product descriptions, images, prices and availability, is provided by Amazon Services LLC. That content is provided "as is" and is subject to change or removal at any time. Product prices and availability are accurate as of the date and time indicated and are subject to change; any price and availability information displayed on the merchant's site at the time of purchase will apply to that purchase.

In addition to Amazon, the Company maintains affiliate, referral, reseller or commercial relationships with a range of retailers, gift card issuers, brands and merchants, and with third-party affiliate networks that represent them. The specific merchants and networks change over time. Where a gift guide, collection, recommendation set, search result or other list of items presented in the Services contains items in respect of which the Company may earn compensation, the Company displays a notice to that effect at the top of that list, above the items and without the need to expand or select anything to see it. That notice applies to every item in the list unless the notice states otherwise.

Certain listings, recommendations, collections or placements within the Services may be paid promotions. The Company may receive payment from a brand or merchant in exchange for featuring, highlighting or prioritizing their products. Paid placements are identified as "Sponsored," "Ad," "Promoted" or similar. The Services may also display advertising served by third-party advertising networks. Information about the data collected in connection with advertising is set out in our Privacy Policy.

Compensation the Company receives may influence which products, merchants or brands appear in the Services, and the order or prominence in which they appear. An item that is not identified as paid promotion may still generate affiliate commission for the Company if you purchase through it, as described in this Section and as disclosed in the notice displayed at the top of the list in which it appears.

The presence of a product, merchant or brand in the Services whether sponsored, affiliate-linked or otherwise, is not a warranty, endorsement or guarantee by the Company of that product, merchant or brand, or of the accuracy of the information provided about it. Purchases you make from a third-party merchant are governed by that merchant's own terms, pricing, delivery and return policies, and the Company is not a party to those transactions except where the Company is expressly identified as the seller of record.

10. Intellectual property & ownership

All right, title and interest in the Services and any original content (excluding User Content), features and functionalities published and/or available on Giiftii belong to the Company or its licensors. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from the Company.

The Services, the Website and the Applications, including their source code, object code, user interfaces, screen designs and app icons, are protected by copyright, trademark and other laws of Canada and of foreign countries. Additionally, we shall maintain all right, title and interest in the “Giiftii” mark, the Giiftii logo, and any other marks, service marks, trademarks or logos of Giiftii and its affiliates (“Company Marks”). The Company Marks may not be used in connection with any product or service that is not the Company’s or in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Company or implies a partnership, sponsorship, or endorsement by the Company. You shall not by any means bid on any keywords with any search engine containing “Giiftii,” or any other Company Mark including, without limitation, Giiftii.com. You shall not mention or use “Giiftii” in any ad text, extensions or banner ads without the express written consent of the Company. All other trademarks not owned by the Company that are used in the Services are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by the Company.

11. Receiving communications

By creating an account, you agree to receive communications and notices by electronic mail. Our communications may be account and membership related. If you consent to receive marketing emails, we may send you periodic gifting-related emails that highlight upcoming occasions, special promotions, and notifications about your connections on our Services. We may communicate with you regarding the Services by electronic mail or direct mail using information you provide to us. Your consent to receive electronic communications includes any notices or other information that we may be required by law to provide you in writing or otherwise. You agree to keep us apprised of your current email address should the same change after the date you create an account. If you install the Application , we may send you push notifications. You may disable push notifications at any time through your device settings or, where offered, through the notification settings within the Application. Message and data rates charged by your mobile carrier may apply to your use of the Applications. If you elect to provide us a mobile number, we may use it to contact you when you make account updates or for account recovery purposes. You may receive recurring messages from us during those account changes. Standard message rates apply, and carriers are not responsible for any delayed or undelivered messages. You may opt out of receiving certain communications in accordance with our Privacy Policy.

12. Warranties and limitations of liability

You understand that the Company does not manufacture, store, or inspect any of the goods, services and experiences sold or linked via our Services. We provide Services which include marketing of goods, services and experiences of independent merchants, which are sold directly by such merchants. As such the Company can't and does not make any warranties about the quality, safety, authenticity, or the legality of the goods, services or experiences sold or linked via the Services. Any legal claim related to a good, service or experience you purchase must be brought directly against the relevant merchant. You release the Company from any claims related to goods, services and experiences sold or linked via our Services, including for defective goods, services or experiences, misrepresentations by merchants, or goods, services and experiences that caused physical injury, including product liability and personal injury claims.

Content You Access. While using our Services you may come across materials on Giiftii or via a link on Giiftii that you find offensive or inappropriate. We make no representations concerning any content posted by users through the Services. The Company is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. You release us from all liability relating to that content.

People You Interact With. In some instances, you may use the Services to interact with other individuals. However, you understand that we do not screen users of our Services other than to meet certain compliance and legal obligations, and you release the Company from all liability relating to your interactions with other users. Please be careful and exercise caution and good judgement in all interactions with others.

Third-Party Services. Our Services may contain links to third-party Websites, services or applications that we don’t own or control. You may also need to use a third party’s product or service in order to use some of our Services. When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own Terms of Use. The Company is not a party to those agreements; they are solely between you and the third party.

Promotions. The Company special offers or promotions are managed by the Company in its sole discretion and redemption of and participation in such offers or promotions are subject to its sole discretion. The Company is not responsible for special offers or promotions provided by any third party, including any merchant or advertiser.

13. Warranty disclaimer

The company is dedicated to making our services the best they can be, but we’re not perfect and sometimes things can go wrong. You understand that our services are provided “as is” and "as available" without any kind of warranty (express or implied). We are expressly disclaiming any warranties of title, non-infringement, merchantability, and fitness for a particular purpose, as well as any warranties implied by a course of performance, course of dealing, or usage of trade. without limitation, any product search results, product descriptions, product availability, pricing information advice, opinion, statement, recommendations, reviews or other information displayed, uploaded or distributed in connection with any program. Company does not warrant that the functionality of the company properties will be uninterrupted or error-free, that defects will be corrected, or that they will be free of viruses or other harmful components. Further, company does not warrant, guarantee or make any representations regarding the quality or accuracy of advertisements for any products or services offered or provided by its affiliate stores in conjunction with the programs. we make no warranty as to the quality, accuracy, completeness, reliability or validity of the services, including, we do not guarantee: (i) the quality, accuracy, completeness, reliability or validity of any gift recommendation and/or search results, product descriptions, product availability, pricing information advice, opinion, statement, recommendations, reviews or other information displayed, uploaded or distributed in connection with any services; (ii) that the services will be secure or available at any particular time or location; (iii) that any defects or errors will be corrected; (iv) that the services will be free of viruses or other harmful materials; or (v) that the results of using the services will meet your expectations. You use the services solely at your own risk. Without limiting the foregoing, the Company does not warrant that any Application will operate on, or remain compatible with, any particular device, operating system or operating system version, or that its operation will be free from interruption caused by your device, your network, your carrier or your App Store.

14. Limitation of liability

To the fullest extent permitted under applicable law, under no circumstance will the Company, nor any of its officers, directors, employees, agents, subsidiaries, partners, or affiliates, be liable to you, or any third party, for (i) direct damages in an amount that exceeds the total amount previously paid by you to us in the 12 month period preceding the event from which the liability arose, if you or the third party (as applicable) are located outside of the Province of Ontario; (ii) direct damages in an amount that exceeds $2,500 in the aggregate, if you or the third party (as applicable) are located inside of the Province of Ontario; and (iii) any indirect, special, incidental, consequential, punitive or exemplary damages whether based in contract, tort, negligence or any other legal basis, arising out of or in connection with the Applications and/or Services; provided, however this limitation of liability shall not apply to any fraud, criminal misconduct, wilful misconduct, gross negligence or malicious or dishonest acts or omissions. Notwithstanding the foregoing, nothing in these Terms excludes or limits liability to the extent that such exclusion or limitation is prohibited by applicable law. You acknowledge that the forgoing limitations and exclusions of liability are reasonable in the commercial circumstances contemplated in these Terms and that the Company has relied on such limitations in entering into these Terms.

15. Release

If you have a dispute with another user(s), or with a Third Party Website you accessed via Giiftii, we encourage you to contact the other party and try to resolve the dispute amicably. You release the Company (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

16. Indemnification

In the event the Company gets sued or receives a claim, notice, inquiry or demand because of something that you did (or failed to do), you will defend, reimburse, compensate, indemnify and hold the Company (as well as its officers, directors, employees, successors, agents and affiliates) harmless for any and all claims, damages, losses and causes of action, (including attorneys’ fees and court costs) that arise from your actions, your use and/or misuse of our Services, your breach of the Terms of Use, items you buy and/or link to through the Services, and/or your actual or alleged violation of any law or any third party’s rights. We reserve the right, in our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

17. Dispute Resolution and Arbitration

17.1 Informal Resolution. Before commencing any arbitration or court proceeding, you and the Company agree to make reasonable, good-faith efforts to resolve any dispute, claim or controversy arising out of or relating to these Terms and/or the Services between you and the Company (a “Dispute”). You may initiate this process by providing written notice of the Dispute to the Company in accordance with the notice provisions of these Terms. The parties will have thirty (30) days from receipt of the notice to attempt to resolve the Dispute informally, unless the parties agree otherwise or urgent relief is reasonably required.

17.2 Arbitration. Except to the extent prohibited by applicable law or as otherwise provided in these Terms, any Dispute that is not resolved through the informal resolution process will be resolved by final and binding arbitration rather than in court. The arbitration will be conducted by a single arbitrator, in English, in Ontario, Canada, and will be governed by the Arbitration Act, 1991 (Ontario), as amended from time to time, except to the extent that another arbitration statute mandatorily applies.

17.3 Individual Proceedings. To the fullest extent permitted by applicable law, arbitration will be conducted on an individual basis only. Neither you nor the Company may participate in or bring a class, collective or representative arbitration, and the arbitrator will not have authority to consolidate the claims of multiple persons or conduct any form of representative or class proceeding, except where such a restriction is prohibited by applicable law.

17.4 Procedure. Unless the arbitrator determines that a hearing is necessary in the interests of fairness or as otherwise required by applicable law, the arbitration will be conducted on the basis of written submissions and documentary evidence. The arbitrator may permit hearings to be conducted remotely by videoconference or other electronic means. The arbitrator will provide each party with a fair and reasonable opportunity to present its position and respond to the other party’s submissions.

17.5 Costs. The arbitrator may allocate the costs and fees of the arbitration between the parties in accordance with applicable law and the circumstances of the Dispute.

17.6 Matters Excluded from Arbitration. Nothing in this Section limits or waives any rights or remedies that cannot lawfully be limited or waived. Where applicable law permits a consumer to choose between arbitration and a court proceeding, the consumer may exercise that right.

17.7 Court Relief and Exceptions. Notwithstanding the foregoing, the Company may seek temporary, preliminary or permanent injunctive, equitable or other appropriate relief from a court of competent jurisdiction where reasonably necessary to protect its intellectual property, confidential information, personal information, systems, Services, security interests or other legitimate business interests, or to prevent fraud, unauthorized access, misuse of the Services, scraping, interference with the Services or other irreparable harm. Nothing in this Section prevents either party from seeking any remedy that applicable law requires to be available through a court.

18. General Terms

Entire Agreement. The Terms of Use, including all of the policies that make up the Terms of Use, supersede any other agreement between you and the Company regarding the Services. This Agreement is supplemented, and not replaced, by the terms of the app store from which you obtain the Application , as described in Section 3B.

Choice of Law and Venue. The validity, construction and interpretation of this Agreement and the relationship between you and the Company, including the rights and duties of the parties, will be governed by the laws of the province of Ontario and the laws of Canada applicable therein, without regard to any principles of conflicts of laws that would require the application of the laws of another jurisdiction. This shall not limit the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of applicable law. Subject to Section 17, the exclusive venue for any dispute or issue arising out of this Agreement shall be held in the courts of the Ontario, Canada.

Interpretation. Headings under this Agreement are intended only for convenience and shall not affect the interpretation of this Agreement.

Waiver and Severability. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You agree that any cause of action related to or arising out of your relationship with the Company must commence within SIX MONTHS after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, no limitation period in these Terms will apply to the extent that it would be prohibited by applicable law or would shorten a limitation period that cannot lawfully be shortened by agreement.

If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions, except as otherwise stated.

Assignment. You may not assign, transfer, or otherwise dispose of your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void. The Company has the right to transfer, assign or otherwise dispose of these Terms of Use without Your consent.

Survival. The Terms of Use will remain in effect even after your access to the Service is terminated, or your use of the Service ends.

Legal Notice. Where notice to the Company is required by any law or regulation, notice may only be addressed to:

Giiftii Systems Inc. 3300 Bloor Street West Suite 670, West Tower Toronto, Ontario, M8X 2X2

Communications made through any Website e-mail or messaging systems, will not constitute legal notice to the Company or any of its officers, employees, agents or representatives in any situation. Contact Information. If you have any questions about the Terms of Use, please email us at support@giiftii.com

Last Updated: October 23, 2026.