A Collaborative Gift-Giving Network

Website Terms of Use Agreement

1. Acknowledgement and Acceptance of Terms of Use

This Website Terms of Use Agreement governs your access to and use of the website located at www.giftboogle.com, which includes the Gift Boogle application (collectively, the "Site") provided by Gift Boogle, Inc. ("Gift Boogle," "us," "we," or "our").

By accessing, browsing, or using the Site, you are indicating that you have read and acknowledge and agree to be bound by this Website Terms of Use Agreement and any additional terms and conditions applicable to certain areas of the Site and posted in those areas of the Site (collectively, "Terms of Use"), and the Gift Boogle, Inc. Website Privacy Statement located at www.giftboogle.com/privacy/, which is incorporated herein by reference. If you do not agree to every provision of these Terms of Use and Gift Boogle's Website Privacy Statement, please do not access, browse, or use the Site.

By accepting these Terms of Use, you represent and warrant that you are legally permitted to enter into a binding contract (18 years of age or older in most jurisdictions) and that, if you have accepted these Terms of Use on behalf of any business (such as a corporation, partnership, limited liability company, or other organization) or other entity, you represent and warrant that you have legal authority to do so.

These Terms of Use may be revised at any time for any reason, and we may provide you notice of these changes by any reasonable means, including by posting the revised version of these Terms of Use on the Site. You can determine when we last updated these Terms of Use by referring to the "Last Updated" legend at the bottom of these Terms of Use. By accessing, browsing, or using the Site following the posting of changes to these Terms of Use, you accept such changes. You agree to use the Site for lawful purposes only, in a manner consistent with any and all applicable laws, rules, and regulations. Any use of the Site in a manner inconsistent with these Terms of Use is deemed unauthorized access and may subject the user to civil or criminal penalties. We strongly recommend that you periodically visit this page of the Site to review these Terms of Use.

2. The Gift Boogle Application

The Gift Boogle application allows users who register for the application to receive gift recommendations for their friends and connections on Facebook and other social media networks with which we have partnered, of which you are a member and that you identify to us ("Social Network"), and for friends whom you have identified that do not use a Social Network. The Gift Boogle application directs unique gift recommendations based on the profile and interests of each user's friends and connections. The Gift Boogle application is made available on our website located at www.giftboogle.com and can be accessed through applicable Social Networks.

3. Registering as a Gift Giver

To register as a gift giver, you are required to register a Gift Boogle account and allow us to connect your Social Network account to the Gift Boogle platform, when applicable. When registering for a Gift Boogle account, you agree to provide only accurate and complete information and to keep this information up-to-date. Gift Boogle may rely on the relevant Social Network to authorize you as a user of Gift Boogle.

Users of the Site whose access has previously been terminated by Gift Boogle may not register for another Gift Boogle account, nor may you allow another individual or entity to use your Gift Boogle account on your behalf. Notwithstanding the foregoing, you agree that your use of your Social Network's website is governed by the respective Social Network's terms of use and its privacy policy, including, without limitation, password and account security policies.

By using your Social Network credentials to log into the Gift Boogle application, you expressly authorize Gift Boogle to receive certain of your information that is available on or through your Social Network account, including, your profile information (including your profile photo), friends and connections, privacy settings and certain other information that will be disclosed to you and approved by you during the log-in process; and you also authorize Gift Boogle to generate and publish on your Social Network and news feed and timeline (as applicable) actions you take in connection with the Gift Boogle application, and to allow you to interact with your Social Network friends and connections while using the Gift Boogle application. You represent and warrant that you have the right to authorize all such access hereunder.

Each registration is for a single user only. In consideration of your use of the Site, you agree to provide accurate, current and complete information about yourself or your company as requested on the Site registration form and to maintain and promptly update the information (including, in particular, your e-mail address) you provide from time to time as necessary to keep the information true, accurate, current and complete.

Any changes to your registration information should be made on the Site. If you provide information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Site.

After you register on the Site, you may receive a password for your use of the Site. You are responsible for keeping your password confidential. You will be responsible for all uses and activity that occurs through your password or account. You will close the browser window for the Site at the end of each use, and you will immediately notify us of any unauthorized use of your password. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 3.

4. Right to Use and Access the Site

We grant to you a personal, non-exclusive, non-transferable, non-sublicensable, limited right to access and make personal, non-commercial use of the Site in compliance with these Terms of Use. You shall not, and shall not permit anyone else to, directly or indirectly: (i) remove or alter proprietary notices or labels on or in the Site or Site Content; (ii) engage in any activity that interferes with or disrupts the Site or Site Content; (iii) engage in any fraudulent activity or activity that facilitates fraud; or (iv) otherwise act in violation of these Terms of Use. All rights not expressly granted herein are reserved.

5. Site Content

The Site and all material on the Site or contained therein, all text, graphics, and other content on the Site (excluding data and information that you provide), the Site's design, algorithms and coding, all computer programs used and licensed in connection with the Site, the business process, procedures, methods and techniques used in or in connection with the Gift Boogle application and platform, the look and feel of the Site, and all data and reports generated by the Site (collectively, the "Site Content"), are owned by us or a third-party. The Site Content is protected under copyright, trademark, service mark, trade secret, or other intellectual property and other proprietary rights and laws and you acknowledge that Gift Boogle and our licensors retain all right, title, ownership and interest in and to the Site (including our applications and platforms), subject only to the express limited right to use the Site in accordance with these Terms of Use. You may not copy, download, transmit, modify, distribute, or republish the Site or any portion of the Site, including without limitation any of the Site Content. You may not sell, publicly display, create derivative works of, reverse engineer, assign, sub-license, transfer, or otherwise exploit the Site or any Site Content.

6. Company Trademarks

All product and service names appearing in a typeface different from that of the surrounding text or with a trademark symbol, including without limitation the following:

Gift Boogle

are registered and unregistered trademarks and service marks owned by Gift Boogle or its subsidiaries or affiliates or a third-party. The absence of a name, trademark or logo in this list does not constitute a waiver of any and all intellectual property rights that Gift Boogle has established in any of its goods, services, names or logos. These trademarks and all other trademarks, service marks, logos, and company names (each a "Mark") used in connection with the Site are the property of Gift Boogle or third-parties and shall remain the property of Gift Boogle and such third-parties. Nothing contained in the Site shall be construed as granting, by implication or otherwise, any license or right to use any such Mark without the prior written permission of Gift Boogle or such third-party that may own such Mark. Your misuse of any such Mark, or any other Site Content, is strictly prohibited.

7. Dealings with Organizations or Individuals

Gift Boogle shall not be liable for your interactions with any organization and/or individuals through the Gift Boogle application. This includes, but it not limited to, payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings. These dealings are solely between you and such organizations and/or individuals. You agree that Gift Boogle is not responsible for any damage or loss incurred as a result of any such dealings. Gift Boogle is under no obligation to become involved in disputes between users of the Gift Boogle application offered through or arising from use of the Site, or between users of the Gift Boogle application and any third party. In the event of a dispute, you release Gift Boogle, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and such services.

If you are a California resident, to the extent allowed by applicable law, you waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

8. Disputes with Others

We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Site. If you have a dispute with other users or other third party, you release Gift Boogle and hereby agree to indemnify Gift Boogle from 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 dispute.

9. Legal Requirements

Where Gift Boogle has a good faith belief that such action is necessary to comply with a judicial proceeding, court order, warrant, administrative order, civil investigative demand, subpoena, or other valid process, Gift Boogle may disclose IP addresses, personal information, and any contents of the Site where it is legally compelled to do so. Please see the Gift Boogle Website Privacy Policy located at http://www.giftboogle.com/privacy/ for additional information relating to the privacy and security of information collected hereunder.

10. Your Use of the Site

You are solely responsible and liable for all data, information, and other materials ("User Content") that you submit, upload, post, e-mail, or otherwise transmit ("Transmit") in connection with the Site. In addition, we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third-party of information made public through the Site. IF YOU CHOOSE TO SUBMIT TO US, OR OTHERWISE MAKE ANY PERSONAL INFORMATION OR OTHER INFORMATION PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND COMPANY SHALL HAVE NO RESPONSIBILITY OR LIABILITY THEREFOR.

You agree that you will not, and will not permit anyone else to, directly or indirectly: (a) Transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another's privacy, or racially, ethnically, or otherwise objectionable; (b) use the Site to harm minors in any way or to stalk, threaten, or otherwise violate the rights of others, including without limitation others' privacy rights or rights of publicity, or harvest or collect personal information, including e-mail addresses, about other users of the Site; (c) Transmit any User Content: (i) that you do not have the right to Transmit under any law or contractual or fiduciary relationships, including without limitation any inside information or proprietary or confidential information; (ii) that infringes any patent, copyright, trademark, or other intellectual property right or misappropriates any trade secret or right of privacy of any third-party; (iii) that constitutes unsolicited or unauthorized advertising or promotional materials, "spam," "chain letters," or pyramid schemes; or (iv) that contains any software routine, code, instruction, or virus that is designed to disable, delete, modify, damage, or erase software, hardware, or data; (d) forge headers or otherwise manipulate identifiers in order to disguise any User Content Transmitted through the Site; (e) interfere with the Site or servers or networks used in connection with the Site; (f) interfere with the ability of others to use the Site; (g) copy, download, transmit, modify, reproduce, sell, resell, sub-license, distribute, publish create derivative works of, reverse engineer, assign, transfer or exploit for any commercial purposes any portion of the Site, the Site Content, or any User Content contained therein; (h) conduct your business using the Site in a way that is unfair, unlawful, or constitutes a deceptive business practice; (i) use any robot, spider, or other automatic device to monitor or copy portions of the Site or the Site Content without Gift Boogle's prior written permission; (j) include in any third-party website any hypertext link to any page or location within the Site without Gift Boogle's prior written permission; (l) mirror or display the Site or any portion thereof in frames without Gift Boogle's prior written permission; or (m) impersonate any person or entity, including, but not limited to, other users of the Site, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that we endorse any statement you make.

You acknowledge and agree that Gift Boogle may disclose or use any User Content that you Transmit for purposes that include, but are not limited to: (a) enforcing these Terms of Use; (b) complying with any laws, rules, or regulations of any federal, state, or local government or agency; (c) responding to claims that any User Content violates the rights of third-parties; or (d) protecting the rights or property of Gift Boogle, its customers, or the public. With respect to User Content that you Transmit to the Site, you grant Gift Boogle a perpetual, worldwide, royalty-free, non-exclusive license to use, copy, excerpt, reproduce, display, publish, modify, distribute and create derivative works of such User Content in any form or media, and to allow others to do so; however, Gift Boogle will only share personally identifiable information that you provide in accordance with Gift Boogle's privacy policy at www.giftboogle.com/privacy/. As between the parties, we own all right, title, and interest in and to all intellectual property rights in all materials, products or services developed by us, or on behalf of us by third parties, based on or including as a component thereof any such information as described above, and all generalized knowledge, skill, know-how and expertise relating to such information.

Gift Boogle does not and cannot review all User Content posted to the Site, or created by users accessing the Site, and is not in any manner responsible for the content of User Content. You acknowledge that by providing you with the ability to view and distribute user-generated content on the Site, Gift Boogle is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any User Content or activities on the Site. However, Gift Boogle reserves the right to block, remove, move or edit any of the submissions in its sole discretion.

11. Linked Sites

Gift Boogle has not reviewed all of the websites linked to the Site and is not responsible for the content of any third-party pages or any other websites linked to the Site. Nothing in the Site, including, without limitation, any links to other websites, should be construed as an endorsement of any products, services, or information of any other persons or companies by Gift Boogle. Your choice to link to any other website is at your own risk, and you agree to comply with all terms and conditions relating to such websites. Gift Boogle reserves the right not to link, or to remove the link, to a particular website at any time. Any links to third-party websites are provided as a convenience to you and are neither owned nor operated by Gift Boogle. Gift Boogle has no control over these linked websites and makes no representations or warranties with respect to these linked websites. Your viewing and use of any third-party websites is at your sole discretion and risk.

12. Linking to the Gift Boogle Application

You may link to the Gift Boogle application, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation. You may not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We reserve the right to withdraw linking permission without prior notice.

13. Special Admonitions for International Use

This Site is operated in the State of North Carolina in the United States. We provide the Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with all applicable local laws.

14. Indemnification

You understand and agree that you are personally responsible for your behavior on the Site. You agree to defend, indemnify, and hold Gift Boogle, its subsidiaries, affiliates, employees, agents and any third party providers to the Site, and their respective officers, employees, agents, successors, and assigns harmless, to the fullest extent permitted in law or equity, from and against any and all losses, claims, actions, damages, liabilities, costs, and expenses, including reasonable attorneys' fees and paralegal fees through final appeals, to the extent proximately caused by or resulting from: (a) your use of the Site; (b) any Content that you Transmit; (c) any violation of these Terms of Use by you; and (d) any other act or omission by you, including your violation of any rights of another, arising from your use of the Site.

15. Availability and Features

Availability and features of the Site are subject to change without notice.

16. Termination

You may terminate your use of any Gift Boogle application at any time for any reason by uninstalling the application on the applicable Social Network. Upon your request, we will delete and remove your personal information from view as soon as reasonably possible, based on your application usage and in accordance with applicable law. As a rule, it takes 14 business days until your information is removed from our records.

You acknowledge and agree that Gift Boogle may terminate your access to and use of the Site for any reason, including without limitation your violation of these Terms of Use. You agree that Gift Boogle may terminate your access to and use of the Site without prior notice and without any liability to you or any third-party. You acknowledge and agree that Gift Boogle may modify, limit, suspend, or discontinue the Site or any portion thereof at any time, without notice or liability to you. Gift Boogle may also, from time to time, establish general rules and policies regarding use of the Site. Gift Boogle will post such rules and policies on the Site, and you agree that your compliance with such rules and policies shall be a condition of your use or continued use of the Site. Gift Boogle shall have no liability or responsibility with respect to any lost Site Content, User Content, or other data, such as the deletion of or failure to store Site Content, User Content, or other data. All provisions of these Terms of Use that by their nature should survive termination of your right to access and use the Site shall survive (including, but not limited to, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses). Gift Boogle reserves the right to, but has no obligation to, store or keep copies of any Site Content, User Content, or other information, unless otherwise required by law or court order.

17. Disclaimer of Warranties

GIFT BOOGLE IS PROVIDING THE SITE AND THE SITE CONTENT ON AN "AS-IS," "AS-AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. GIFT BOOGLE DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND TO THE EXTENT THAT THEY MAY BE EXCLUDED BY LAW, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AS TO THE OPERATION OF THE SITE. COMPANY DOES NOT WARRANT THAT THE SITE WILL OPERATE IN AN UNINTERRUPTED, SECURE, OR ERROR-FREE MANNER. GIFT BOOGLE ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, CURRENTNESS, USEFULNESS, OR DECENCY OF THE SITE. GIFT BOOGLE MAKES NO WARRANTY REGARDING THE QUALITY, SAFETY, OR LEGALITY OF THE SITE, AND COMPANY DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE. ANY SITE CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SITE IS AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE DONE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITY.

18. Limitation of Liability

IN NO EVENT SHALL GIFT BOOGLE, OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE, WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR OTHER INTANGIBLES, INCOME, OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR CLAIMS OF THIRD-PARTIES, EVEN IF GIFT BOOGLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RESULTING FROM (1) THE USE OF OR INABILITY TO USE THE SITE, ANY SERVICES, OR THE CONTENT; (2) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (3) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, ANY SERVICES AND/OR CONTENT; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (5) ANY OTHER MATTER RELATING TO THE SITE, ANY SERVICES, OR THE CONTENT. YOU SPECIFICALLY AGREE THAT GIFT BOOGLE IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR UNLAWFUL, HARASSING, DEFAMATORY, ABUSIVE, THREATENING, HARMFUL, VULGAR, OBSCENE, SEXUALLY EXPLICIT, OR OTHERWISE OBJECTIONABLE CONDUCT OR SPEECH OF ANY OTHER PARTY ON OR THROUGH THE SITE, OR FOR ANY INFRINGEMENT OR VIOLATION OF YOUR RIGHTS BY ANY OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY, OR RIGHTS OF PRIVACY. IF YOU LIVE IN A JURISDICTION WHOSE LAWS PREVENT YOU FROM TAKING FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE IN ACCORDANCE WITH THESE TERMS OF USE, COMPANY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY THE LAW OF THAT JURISDICTION.

19. Governing Law and Jurisdiction

Gift Boogle operates the Site from its offices in Durham, North Carolina, U.S.A. These Terms of Use and the transactions they contemplate, including without limitation their interpretation, construction, performance, and enforcement, shall be governed by the laws of the State of North Carolina, U.S.A. without reference to conflict or choice of law provisions, as applicable to contracts made and performed entirely within such State. The International Convention on the Sale of Goods, and other international treaties that are not mandatory with respect to contracts made and performed entirely in North Carolina, shall not apply. The exclusive forums for the resolution of any dispute relating to these Terms of Use shall be the state and federal courts in Wake County, North Carolina, U.S.A., and you agree to personal jurisdiction of such courts over you with regard to any dispute relating to these Terms of Use and agree to service of process on you by e-mail to the address you have submitted on the Site, if any, and by any other means permitted by law.

20. Notice

All notices, demands, or consents given by you under these Terms of Use will be in writing and will be deemed given when delivered to Gift Boogle at the following contact: info@giftboogle.com

Any notices to you may be made via either e-mail or postal mail to the address in Gift Boogle's records or via posting on the Site.

Please report any violations of these Terms of Use to Gift Boogle at the contact listed above.

21. Miscellaneous

You may not assign, sublicense, or otherwise transfer any of your rights under these Terms of Use.

If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

Headings in these Terms of Use are for convenience only and shall have no legal meaning or effect.

YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

These Terms of Use, and not the conduct between us or any trade practice, shall control the interpretation of these Terms of Use between the parties respecting the Site.

Gift Boogle's failure to enforce a particular provision of these Terms of Use does not mean that Gift Boogle waives the right to enforce it in the future; Gift Boogle may waive such a right only in writing.

These Terms of Use and all other written agreements duly executed between you and Gift Boogle in connection with your use of the Site constitute the entire agreement between you and Gift Boogle with respect to the subject matter hereof and supersede any prior or contemporaneous proposals, discussions, communications, or oral agreements heretofore made.

22. Procedure for Making Claims of Copyright Infringement

We expect users of the Site to respect the intellectual property rights of others. If you believe in good faith that any of the content on the Site infringes your copyright, please provide Gift Boogle's copyright agent the written information specified below.

(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

(b) A description of the copyrighted work that you claim has been infringed;

(c) A description of where the material that you claim is infringing is located on the Site;

(d) Your address, telephone number, and e-mail address;

(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) A statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

Company's copyright agent for notice of claims of copyright infringement can be reached as follows:

888.456.2246

Gift Boogle, Inc.
2 Davis Dr. - PO Box 13169
Research Triangle Park, NC 27709

Last Updated: May 3, 2013.