Giftvibes, ("Giftvibes", "our", "us" or "we") provides the services offered by Wowulous Inc. Limited (the "Services") through our website, accessible at www.Giftvibes.com (the "Website"), and our applications for mobile devices (the "Applications").
By accessing or using the Website, Applications or Services, or by posting any Member Content, you acknowledge that you have read, understood and agree to be bound by these Terms. Giftvibes reserves the right, at its sole discretion, to modify, discontinue or terminate the Website, Applications or Services or to modify these Terms, at any time and without prior notice.
To allow you to access certain features of the Website, Applications and Services and to post any Member Content on the Website, Applications or through the Services, you must register to create an account ("Account"). You may register with Giftvibes through your account with certain third party social networking services, including Facebook and Twitter (collectively, "SNS"). When you register through your SNS account, you will be asked to login to said Services using yourown login information. By creating an Account via your account with an SNS, you are allowing Giftvibes to access your SNS account information and you are agreeing to adhere to the applicable terms and conditions of your SNS in your use of the Services via such SNS. Giftvibes Members have the option to disable the connection between their Giftvibes Account and SNS account at any time by accessing the SNS account and disconnecting access to our Services.
You will not share your password, let anyone else access your Account, or do anything else that might compromise the security of your Account. You cannot transfer your Account to anyone without first getting our written permission.
The Website, Applications and Services are intended solely for persons who are 13 or older. Any access to or use of the Website, Applications or Services by anyone under 13 is expressly prohibited. By accessing or using the Website, Applications or Services you represent and warrant that you are 13 or older.
You cannot use Giftvibes if you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department's list of Specially Designated Nationals. You are forbidden to use Giftvibes if you are a convicted sex offender.
We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter is proved to be inaccurate, out of date or incomplete.
The Website, Applications, Services and Website Content are protected by copyright, trademark, and other laws of the United States and foreign countries. To the extent permitted by applicable law, Giftvibes owns all right, title and interest in and to the Website, Applications, Services and Website Content, including all associated intellectual property rights. You will not remove, change or hide any trademark ,copyright, , service mark or other proprietary rights notices incorporated in or accompanying the Website, Applications, Services or Website Content.
If you decide to use an Application, subject to your compliance with the Terms above, Giftvibes grants you a limited, non-transferable, non-exclusive, revocable license, without the right to sublicense, for you to install, access and use such Application on a mobile device that you own or control, solely for your personal and non-commercial use. Giftvibes reserves all rights in the Applications not expressly granted to you by these Terms.
This Agreement incorporates by reference herein and expressly makes a part hereof the following ancillary agreements:
Subject to your compliance with these Terms, Giftvibes grants you a limited, , non-exclusive , non-transferable license, without the right to sublicense, to access, view, download and print any Giftvibes Content solely for your personal and non-commercial purposes. Subject to your compliance with these Terms, Giftvibes grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access and view any Member Content solely for your personal and internal business purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Website, Applications, Services, or Website Content except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Giftvibes or its sponsors, except for the licenses and rights expressly granted in these Terms.
We allow Members to post, upload, publish, submit or transmit Member Content. Giftvibes does not claim any ownership rights in any Member Content and nothing in these Terms restricts any rights that you may have to use and exploit any Member Content. By making available any Member Content through the Website, Applications or Services, you grant Giftvibes a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content only on, through or by means of the Website, Applications or Services.
You are solely responsible for all Member Content that you make available through the Website, Applications and Services. You represent and warrant that you are the sole owner of all Member Content that you make available through the Website, Applications and Services or you have all rights, licenses, consents and releases necessary to grant to Giftvibes the rights in such Member Content, as outline under these Terms. You also represent and warrant that neither the Member Content nor your posting, uploading, publication, submission or transmssion of the Member Content or Giftvibes’s use of the Member Content will infringe, misappropriate or violate any third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, including their rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Members may post comments and other content as long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a post or other content. Giftvibes reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
You agree not to do any of the following, either directly or indirectly:
Giftvibes reserves the right, at any time and without prior notice, to rescind or disable access to any Website Content that Giftvibes, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Website, Applications or Services.
We may, without prior notice, change the Website, Applications or Services, cease providing the Website, Applications or Services, or set usage limits for the Website, Applications or Services. We may permanently or temporarily terminate or suspend your access to the Website, Applications or Services without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of this Agreement. Upon termination of this Agreement or your access to the Website, Applications or Services for any reason or no reason, you will continue to be bound by the terms of this Agreement which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability
You expressly relinquish Giftvibes from any and all liability arising from your use of any third-party Website, service, or content. Additionally, your dealings with or participation in promotions of commercial interests found on the Website, Applications or Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such commercial interests. You agree that Giftvibes will not be responsible for any loss or damage of any sort relating to your dealings with such commercial interests.
THE WEBSITE, APPLICATIONS, SERVICES AND WEBSITE CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. GIFTVIBES EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. GIFTVIBES MAKES NO GUARANTEE THAT THE WEBSITE, APPLICATIONS, SERVICES OR WEBSITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. GIFTVIBES MAKES OR PROVIDES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICE OR WEBSITE CONTENT OBTAINED THROUGH THE WEBSITE, APPLICATIONS OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY WEBSITE CONTENT OBTAINED THROUGH THE WEBSITE, APPLICATIONS OR SERVICES.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE WEBSITE, APPLICATIONS OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE, APPLICATIONS OR SERVICES. YOU UNDERSTAND THAT GIFTVIBES DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE WEBSITE, APPLICATIONS OR SERVICES, NOR DOES GIFTVIBES MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE WEBSITE, APPLICATIONS OR SERVICES. GIFTVIBES MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE WEBSITE, APPLICATIONS, OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE WEBSITE, APPLICATIONS OR SERVICES.
We take no responsibility and assume no liability for any Member Content posted or sent over the Website, Applications or Service. You shall be solely responsible for your Member Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your Member Content. You understand and agree that you may be exposed to Member Content that is inaccurate, objectionable, or otherwise unsuited for your purposes, and you agree that we shall not be liable for any damages you incur or allege to incur as a result of Member Content.
You agree to defend, indemnify, and hold Giftvibes, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:
YOU ACKNOWLEDGE AND PERMIT THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEBSITE, APPLICATIONS, SERVICES AND WEBSITE CONTENT RESIDES WITH YOU. NEITHER GIFTVIBES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE, APPLICATIONS, SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE, APPLICATIONS, SERVICES, WEBSITE CONTENT , OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE WEBSITE, APPLICATIONS OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE, APPLICATIONS OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GIFTVIBES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL GIFTVIBES’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE, APPLICATIONS, SERVICES OR WEBSITE CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GIFTVIBES AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
The following applies to any Applications accessed through or downloaded from the Apple iTunes Store ("iTunes Sourced App"): You acknowledge and agree that:
You and Giftvibes acknowledge that, in the event of any third party claim that the iTunes Store Sourced App or your possession and use of that iTunes Store Sourced App infringes that third party’s intellectual property rights, as between Giftvibes and Apple, Giftvibes, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
You and Giftvibes acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as related to your license of the iTunes Store Sourced App, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the iTunes Store Sourced App against you as a third party beneficiary thereof.
Without limiting any other terms of these Terms, you must comply with all applicable third party terms of agreement when using the iTunes Store Sourced App.
All trademarks, service marks, logos, trade names and any other proprietary designations of Giftvibes used herein are trademarks or registered trademarks of Giftvibes. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
These Terms and any action related thereto will be governed by the laws of Hong Kong without regard to its conflict of laws provisions.
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Hong Kong, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services,
Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted.
YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND GIFTVIBES ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Notwithstanding the foregoing, each party shall have the right to institute an action at any time in a court of proper jurisdiction for injunctive or other equitable relief.
We may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our Website, as determined by us at our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described by this Agreement. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
These Terms constitute the entire and exclusive understanding and agreement between Giftvibes and you regarding the Website, Applications, Services, Website Content, and Member Content and these Terms supersede and replace any and all prior oral or written understandings or agreements between Giftvibes and you regarding the Website, Applications, Services and Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without Giftvibes’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Giftvibes may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Giftvibes:
The failure of Giftvibes to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Giftvibes. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.