By participating in GiftsGo.com's merchant program, you are entering into a binding and enforceable legal agreement with GiftsGo.com as set forth below. You represent and warrant that you are authorized to enter into this agreement. Please read these Terms and Conditions carefully since, by participating in the GiftsGo.com merchant program, you are signifying your assent to this agreement. As used in this agreement, the terms "Client" and "You" mean you and the company or the entity which you represent.

GiftsGo, Inc. COMPANY WEBSITES ("GiftsGo.com") AGREEMENT BETWEEN GiftsGo, Inc. ("GiftsGo.com") AND MERCHANT USER

Your use of the GiftsGo.com merchant and marketing services is conditioned on your acceptance without modification of the terms and conditions contained herein. Your access and use of GiftsGo.com and GiftsGo.net shall be deemed to indicate your acceptance of all such terms and conditions.  

 

Payment
The Client agrees to pay GiftsGo.com based on the number of click-throughs multiplied by the amount which you have agreed to pay for such click-throughs. The amount of click-throughs are measured by tracking reports prepared by GiftsGo.com, which are the definitive measure of the amount of click-throughs. A deposit (of at least $250) shall be paid to GiftsGo.com to initiate services to the Client, and $35 of such deposit is non-refundable. Client agrees to pay all charges to its account in accordance with GiftsGo.com's terms then in effect at the time a fee is incurred. Client acknowledges that its payment obligation hereunder is based solely on click-throughs and not on Client's ability to convert click-throughs to sales. In the event that Client has elected to pay GiftsGo.com by credit card, Client agrees that GiftsGo.com may charge the credit card by the amount specified to serve as an account deposit. Incurred click-through charges will then be deducted from this account deposit. In the event that GiftsGo.com is unable to charge a Client's credit card or a check issued by the Client is returned, GiftsGo.com may, in its sole discretion, suspend or terminate the Client's participation in the merchant program.
 

Your Representations And Warranties To Us 
You represent that you are the authorized owner or representative of the website(s) for which links are requested and that such site(s) is not involved in any illegal activity, hate activity (whether racial or otherwise), and does not contain any libelous matter. You will not hold GiftsGo.com or its affiliates liable or responsible for the activities of visitors who come to your site(s) through a link provided from GiftsGo.com. You further represent that your site is not unsuitable for the GiftsGo.com merchant program. Unsuitable sites include those that promote sexually explicit material; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities; and violate or infringe upon the rights of any third party, including intellectual property rights.
 

Your Indemnification Obligations
Client agrees to indemnify and hold GiftsGo.com and its affiliates harmless from and against any losses, costs, damages or expense (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with Client's website content or Client's breach of any agreement, representation or warranty hereunder, including, without limitation, claims for infringement of copyright or other intellectual property rights and violation of rights of privacy and publicity.
 

Limitation Of Liability And Warranty Disclaimer
GIFTSGO.COM MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE SERVICE FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, THE NUMBER OF CLICK-THROUGHS WHICH WILL BE DELIVERED. GIFTSGO.COM SHALL NOT BE LIABLE FOR THE CONTENTS OF ANY WEB SITES OR PAGES, NOR FOR ANY LOSS, COSTS, DAMAGE OF EXPENSE (INCLUDING REASONABLE ATTORNEY'S FEES) INCURRED BY CLIENT INCLUDING, WITHOUT LIMITATION, FOR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA OR OTHER INJURY DAMAGE OR DISRUPTION TO CLIENT. IN NO EVENT SHALL GIFTSGO.COM'S LIABILITY EVER EXCEED THE TOTAL AMOUNT PAID TO GIFTSGO.COM BY CLIENT HEREUNDER. IN NO EVENT SHALL GIFTSGO.COM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT GIFTSGO.COM HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. GIFTSGO.COM WILL NOT BE LIABLE FOR, OR CONSIDERED TO BE IN BREACH OF OR IN DEFAULT, ON ACCOUNT OF ANY DELAY OR FAILURE TO PERFORM AS ANTICIPATED BY THE PARTIES, OR IF ITS SITE BECOMES INOPERABLE OR INCAPABLE OF PERFORMING AS INTENDED. GIFTSGO.COM MAKES NO REPRESENTATIONS THAT THE OPERATION OF ITS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
 

Right To Reject 
All requested product listings, advertisements, URL links, category classifications, target demographic classifications, pictures, and descriptions are subject to GiftsGo.com's approval. GiftsGo.com reserves the right to reject, cancel or remove any product listings, advertisements, URL links, category and demographic listing classifications, pictures, and descriptions at any time for any reason whatsoever.
 

Relevancy, Content, Website Functionality
You may only submit listing classifications, product pictures and descriptions to GiftsGo.com's merchant program that are relevant to your website(s) and that are consistent with our content format. All listing classifications, product pictures and descriptions submitted are subject to relevancy and content review pursuant to the "Rules of Relevancy", the "Rules of Content", and the "Rules of Website Functionality" (see below) by the GiftsGo.com editorial staff, in accordance with GiftsGo.com's RIGHT TO REJECT (see above). No refunds will be issued for charges incurred to any account as a result of submitting irrelevant listings to GiftsGo.com's merchant program or for listings that do not conform to our content rules or for websites that do not support the specified functionality. Excessive violations of relevancy and content regulations may result in termination of your account without refund for any charges already incurred.
 

"Rules of Relevancy"
Product and store listings must be specific to your site and the content within your site. Product and store listings must be classified within relevant categories and suitable demographics.
 

"Rules of Content" 
Product listings must include a link to the respective product page within your web site. Product names and descriptions must be descriptive and cannot make use of marketing superlatives. Use of ALL CAPS in listings is prohibited unless used in the form of a commonly accepted acronym.
 

"Rules of Website Functionality"
Participating companies must have an operational website that accepts credit card transactions.
 

Disputes
You must submit any claims or disputes you may have with respect to any charge to your account in writing to GiftsGo.com within 30 days of such charge; subject to challenge.
 

Termination 
You may cancel your participation in the GiftsGo.com merchant program by providing 72 hour written notice to GiftsGo.com. Following such notice period, you will be entitled to receive a refund for your remaining account balance minus $35 and minus any promotional incentives given; provided that the funds associated with the refund were deposited into your account within the last 365 days. Amounts deposited prior to 365 days from the termination date are not eligible for refund. We may cancel your participation in the merchant program at any time.
 

Miscellaneous
This agreement shall be governed by and construed in accordance with the substantive laws of the State of Florida and jurisdiction and venue of all matters relating to this agreement shall be vested exclusively in Palm Beach, County, and you agree to the jurisdiction of such Courts. No waiver, modification or addition to this agreement shall be valid. This agreement constitutes the entire agreement between the parties relating to the participation in GiftsGo.com's merchant program. This agreement supersedes all prior and/contemporaneous agreements and Client has relied upon no representations, oral or otherwise, not contained within this agreement. GiftsGo.com reserves the right to change the terms upon which it offers its merchant program to the public and may change this agreement by posting such changes. Client's continued participation in the merchant program following such changes shall be deemed an assent to such changes.