Welcome to GiftCode!

Thanks for using our products and services (“Services”). Please read these Terms of Service ("Agreement" or “Terms”) carefully before using GiftCode. This is a legally binding agreement, and you should read it carefully. By installing, using, or otherwise accessing our Services, you (the "user" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Services, including without limitation users who are vendors, customers, merchants, or contributors of content, information and other materials or services.

1. Use of ServicesGiftCode Marketplace
GiftCode Marketplace, or “Marketplace”, acts as a venue to allow users who comply with GiftCodes policies to offer, sell and buy certain goods. GiftCode is not directly involved in the transaction between buyers and sellers. As a result, GiftCode has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. GiftCode does not pre-screen users (except for services that require an application) or the content or information provided by users. GiftCode cannot ensure that a buyer or seller will actually complete a transaction.

Consequently, GiftCode does not transfer legal ownership of items from the seller to the buyer. GiftCode cannot guarantee the true identity, age, and nationality of a user. GiftCode encourages you to communicate directly with potential transaction partners through the tools available on the App.

You agree that GiftCode Marketplace is a venue and as such GiftCode is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on GiftCode Marketplace. You use GiftCode Marketplace at your own risk.

2. Fees and Purchases
GiftCode may charge fees for services or items sold via the Services. You are solely responsible for any additional costs you incur when making purchases or accessing the Services, including but not limited to payment processing, messaging, communication or data usage fees on an Internet provider’s or mobile network.

Payment Processing
When you provide payment information to GiftCode or to one of its payment processors, you represent and warrant that you are the authorized user of such information, including, without limitation, the credit card, PIN, key, or associated account, and you authorize GiftCode and the payment processors to charge you for your purchases, subscriptions, or any other fees incurred by you.

GiftCode, in its sole discretion, may inspect and verify (i) details related to the listing sold on Marketplace, (ii) the buyer of the Marketplace listing, and (iii) the seller of the Marketplace listing. As a part of the verification process, GiftCode may require the buyer or seller to provide additional identification information, including, without limitation, a copy of a valid driver's license (or other form of government issued identification) prior to or during the transaction. Users may also be asked to go through additional security procedures and share additional information to confirm their identity. GiftCode reserves the right to reject any item that we believe (in our sole discretion) may: (i) be fraudulent, invalid, inauthentic or stolen, (ii) have come from an unauthorized or illegal source, (iii) be related to any illegal activity or (iv) otherwise pose a financial risk to us or our users.

You agree and acknowledge that payment processing services are provided by third parties (the "Payment Processors"), including but not limited to Skrill USA., and are subject to the respective service agreements (collectively, the "Payment Services Agreement"). By using the Services, you agree to be bound by the terms in this section and the Payment Services Agreement, as the same may be modified by us or by the Payment Processors from time to time. As a condition of selling, you agree to provide GiftCode accurate and complete information about you and your business (if applicable), and you authorize GiftCode to share, in accordance with the Payment Services Agreement, such information and applicable transaction information related to your use of the payment processing services provided by the Payment Processors.

Purchases in Connection with GiftCode Studios
Generally, some features of the Games are made available to you for free, and some against the payment of relevant fees.

Any time you purchase Virtual Items (as defined below) through our Services, GiftCode grants you a limited, personal, non-transferable (unless transfers are explicitly allowed for the applicable Virtual Items), non-sublicensable (unless sublicensing is explicitly allowed for the applicable Virtual Items), revocable license to use such Virtual Items solely in connection with the relevant part of the Services. All purchases of Virtual Items are final and non-refundable, unless otherwise determined by us in our sole discretion. GiftCode may manage, regulate, control, modify or eliminate Virtual Items at any time, with or without notice to you. GiftCode will have no liability to you or any third party in the event that GiftCode exercises any such rights.

"Virtual Items" include Virtual Currency and Virtual Goods. "Virtual Currency" includes virtual currency, such as coins, points or similar items that may be earned or obtained through the Services or otherwise purchased by you for legal tender or actual currency, subject to applicable law. "Virtual Goods" include virtual digital items, such as commodities, abilities or other goods that may be earned or obtained through the Services or otherwise purchased by you for legal tender or actual currency, or for Virtual Currency, subject to applicable law.
Virtual Items have no real world value. Other than as expressly authorized in our Services, you may not sell, redeem or otherwise transfer Virtual Items to any person or entity, including but not limited to GiftCode , another user or any third party.

3. Resolution of Disputes and Release
Disputes with GiftCode
In the event a dispute arises between you and GiftCode, please contact GiftCode. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Santa Clara County, California, U.S.A., using the English language in accordance with the 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 Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. 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. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Northern District of California, U.S.A. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and GiftCode agree that any cause of action arising out of or related to the Services (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

4. GiftCodes Intellectual Property
All rights, title and interest in and to the Services (including the related software and media), the design of the Services and associated content including text, scripts, graphics, interactive features and the like, and the trademarks, service marks and logos contained therein (collectively, “GiftCode Property”) are owned by or licensed to GiftCode, subject to copyright and other intellectual property rights under U.S. and/other countries' laws and international conventions. Except as expressly provided in the Terms, GiftCode does not grant any express or implied rights to use GiftCode Property.

You are hereby granted a limited, nonexclusive, non-sublicensable and non-transferable license to access and use the GiftCode Property only in connection with the usage of the Services in accordance with these Terms. Any use of GiftCode Property other than as specifically authorized in the Terms is prohibited and will terminate the license to use the Services. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Services and you further acknowledge and agree that all rights in and to the Account and any related content (including Virtual Items whether earned or purchased) in the Services are and shall be the property of and owned by GiftCode or its licensors. You agree not to move or amend any proprietary notices or other ownership information from the product, website, app, games or any other part of the Services.

5. Access and Interference
Much of the information on GiftCode is updated on a real-time basis and is proprietary or is licensed to GiftCode by GiftCodes users or third-parties. You agree that you will not:

• Use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access GiftCode for any purpose, except as permitted by our APIs (which may also be subject to separate API Terms of Use)
• Cheat, or utilize any Bots, hacks, or any other unauthorized software or methods that are designed to modify the experience of any Games to the detriment of fair play
• Take any action that imposes, or may impose, in GiftCodes sole discretion, an unreasonable or disproportionately large load on GiftCodes infrastructure
• Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content)
• Distribute viruses or any other technologies that may harm GiftCode or the interests or property of users
• Interfere or attempt to interfere with the proper working of the Services
• Circumvent any technical measures we use to provide the Services

6. Breach
Without limiting any other remedies, GiftCode may, without notice, and without refunding any fees, delay or immediately remove User Content, warn GiftCodes community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Services, and take technical and legal steps to keep a user off the Services and refuse to provide services to a user if any of the following apply:
GiftCode suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement or other policy documents and community guidelines incorporated herein; GiftCode is unable to verify or authenticate any of your personal information or User Content; or GiftCode believes that a user is acting inconsistently with the letter or spirit of GiftCodes policies, has engaged in improper or fraudulent activity in connection with GiftCode or the actions may cause legal liability or financial loss to GiftCodes users or to GiftCode.

GiftCode reserves the right to suspend and/or terminate a person's account or any accounts held by that person by virtue of association, including all usernames under which that person operates on GiftCode.

7. No Warranty
GiftCode, GiftCodes SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND GiftCodes LICENSORS AND SUPPLIERS PROVIDE THE SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. GiftCode, GiftCodes SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND GiftCodes LICENSORS AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM GiftCode SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

8. Liability Limit
IN NO EVENT SHALL GiftCode, AND (AS APPLICABLE) GiftCodes SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR GiftCodes LICENSORS AND SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
GiftCodes LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF GiftCodes SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND LICENSORS AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO GiftCode IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. Indemnity
YOU AGREE TO INDEMNIFY AND HOLD GiftCode AND (AS APPLICABLE) GiftCodes PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR RIGHTS OF A THIRD PARTY.

10. No Guarantee
GiftCode does not guarantee continuous, uninterrupted access to the Service, and operation of the Service may be interfered with by numerous factors outside GiftCodes control.

11. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Services and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make using the Services (excluding any taxes on GiftCodes net income).

12. Severability
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

13. No Agency
You and GiftCode are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

14. GiftCode Service
GiftCode reserves the right to modify or terminate the GiftCode service for any reason, without notice, at any time. GiftCode reserves the right to alter these Terms of Use or other policies at any time, so please review the policies frequently.

15. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of California, U.S.A., excluding its conflicts of laws rules.

16. Survival
Sections 3 (Fees and Services, Fees and Termination), 6 (Content, License), 7 (Information Control), 9 (Resolution of Dispute and Release), 10 (GiftCodes Intellectual Property), 11 (Access and Interference), 12 (Breach), 13 (Privacy), 13 (No Warranty), 14 (Liability Limit), 15 (Indemnity), 16 (No Guaranty), 18 (Severability), 19 (No Agency), 21 (Choice of Law) shall survive any termination or expiration of this Agreement.