Terms & Conditions

Agreement

These Terms and Conditions (this “Agreement”) is entered into between user (“Participant” or “You”) and The Gift Advisory LLC, a Washington limited liability company (“The Gift Advisory,” “We,” or “Us”), and governs Participant’s access and use of the Services.

By using our Services, you agree to be bound by this Agreement. If you disagree with any part of this Agreement, then you do not have permission to use our Services. This Agreement applies to all users who use our Services.

BY USING THE SERVICES, YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT.

1. Intellectual Property Ownership

a. The Gift Advisory or its licensors own all right, title, and interest in and to the content displayed on www.thegiftadvisory.com (“Website Content”). To the extent any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries, or trade secrets are conceived, made, discovered, authored, invented, developed or reduced to practice by The Gift Advisory in connection with the provision of the Services (including any Website Content, the “Gift Advisory Content”), The Gift Advisory will own all right, title, and interest in and to The Gift Advisory Content, including all intellectual property rights and similar or equivalent rights or forms of protection in any part of the world.

b. The Gift Advisory grants Participant a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use The Gift Advisory Content, solely in connection with Participant’s business, including to inform, develop, and implement Participant’s own strategies, operations, products, and services; provided, however, that Participant shall not (i) resell, redistribute, or make available The Gift Advisory Content to any third party, (ii) use The Gift Advisory Content to create a competing product or service, or (iii) publicly display or publish The Gift Advisory Content without the prior written consent of The Gift Advisory.

c. As between Participant and The Gift Advisory, any information provided to The Gift Advisory by Participant (the “Participant Data”) will remain the property of Participant, and Participant is solely responsible for the procurement, accuracy, completeness, legality, and content of Participant Data. Participant hereby grants The Gift Advisory the right to use Participant Data for providing and improving the Services and to support Participant under this Agreement.

2. Feedback

If Participant provides any suggested improvements to the Services (“Feedback”) to The Gift Advisory or its affiliates, The Gift Advisory and its affiliates will be entitled to use the Feedback without restriction. Participant hereby irrevocably assigns to The Gift Advisory all right, title, and interest in and to the Feedback and agrees to provide The Gift Advisory any assistance it requires to document, perfect, and maintain its rights in the Feedback.

3. Limitation of Liability

To the maximum extent permitted by law, The Gift Advisory and its directors, officers, employees, agents, and representatives shall not be liable to any Participant or any other person for indirect, special, incidental, or consequential damages of any character arising out of or related to the Services or any Participant’s reliance on them. In no event shall the aggregate liability of The Gift Advisory arising out of or related to this Agreement or the Services exceed One Hundred Dollars ($100).

4. Indemnity

Participant agrees to indemnify and hold The Gift Advisory and its directors, officers, employees, agents and representatives harmless from and against any losses, damages, liabilities, deficiencies, penalties, fines, costs, or expenses actually suffered or incurred by The Gift Advisory, or any claim, arising out of or resulting from (i) Participant’s use of or reliance on the Services, (ii) Participant’s violation of these terms, or (iii) information provided by Participant in connection with the Services.

5. Disclaimer of Warranties

All services contemplated in this Agreement are provided on an “as is” and “as available” basis. Except as expressly set forth in this Agreement, The Gift Advisory makes no representations or warranties whatsoever, and expressly disclaims any and all representations or warranties, whether express, implied or statutory, with respect to the Services to be provided, including warranties with respect to merchantability, suitability, fitness for a particular purpose, title, or noninfringement, and any warranties arising from course of dealing, course of performance or trade usage. Participant assumes all risk for any use of or reliance on the Services.

6. Termination

The Gift Advisory shall be free to terminate its provision of the Services at any time.

7. Injunctive Relief

Each party hereto agrees that, in the event of any breach or threatened breach of Section 1, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.

8. Dispute Resolution

All disputes, controversies or claims between the Parties arising out of or in connection with this Agreement (including its existence, validity or termination) shall be finally resolved by arbitration to be held in Seattle, Washington and conducted in English by the American Arbitration Association in accordance with its Commercial Arbitration Rules; provided, however, that each party may enforce its or its affiliates’ rights under Section 7 in any court of competent jurisdiction, including but not limited to equitable relief. The arbitral award shall be final and binding on the parties. Except to the extent entry of judgment and any subsequent enforcement may require disclosure, all matters relating to the arbitration, including the award, shall be held in confidence.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Washington, without giving effect to conflict of laws provisions which may direct the application of another jurisdiction’s laws.

10. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

11. Notice

All notices to a party hereunder shall be in writing, and delivered by certified mail, return receipt requested, overnight courier service or by email: (i) in the case of Participant, to the address or email address provided to The Gift Advisory at the time of registration or otherwise updated from time to time with notice to The Gift Advisory in accordance with this Section; and (ii) in the case of The Gift Advisory, to:

The Gift Advisory, LLC
11277 SE 61st Place
Bellevue, WA 98006
ebun@thegiftadvisory.com

Any notice sent by certified mail or overnight courier shall be deemed delivered and received on the date of actual receipt. Any notice sent by email shall be deemed delivered and received only when the sending party receives a written confirmation of receipt from the receiving party.

12. Entire Agreement

This Agreement, the Disclaimer, and any other policies we make available to you, is the entire agreement between The Gift Advisory and Participant regarding Participant’s use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

13. Modifications; Amendments

We reserve the right, at our discretion, to modify this Agreement at any time. You should review this Agreement from time to time for changes. Your use of the Services following the posting of changes to this Agreement indicates your acceptance to these changes.