Terms and Conditions
Last updated: April 13th, 2015
GiftSpaces Terms & Conditions
GiftSpaces Inc. (“GiftSpaces”, “we”, “us” and similar terms) provides this web site and the services provided by or through this web site to you subject to these terms and conditions of use (these “Terms”). In these terms we call this web site and any successor web sites the “Site”, and the services we provide through it the “Service” or the “Services”.
Please read these Terms carefully before using the Service. By accessing or using the Service you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Service.
The Services are not intended to be used by children. You must be at least of the age of majority to use the Services.
We reserve the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in our sole discretion. If we do so, we will notify you at the email address you provide in your registration information, if any, or we will post a notice on the Site visible to you the next time you access the Site. If you do not agree with the changes, you can cancel your account with us without further obligation. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Services. If you have any questions about the Terms, please email us at the address below.
The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Site. You must comply with all applicable laws – including in your jurisdiction - in your use of the Services.
The Site allows you to create a gift registry and to collect donations for the purchase of those gifts. For clarity, in the Terms we use the following defined terms:
“Contribution” – a monetary contribution that a Contributor makes to a Registry Creator using the Service;
“Contributor” – a User who uses the Service to contribute funds to a Registry Creator;
“Gift” – the gifts that a Registry Creator describes in their Registry;
“Registry” – a page on the Site set up by a Registry Creator for the collection of funds;
“Registry Creator” – a User who uses the Service to create a Registry; and
“User” – any user of the Service, whether a casual browser, a Registry Creator or a Contributor.
2. Registration Data; Account Security
If you register for an account on the Services, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other account information you provide to us, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to us. You are responsible for all activity on your GiftSpaces account, and you must alert us immediately if you suspect any authorized activity in your GiftSpaces account.
For clarity, your User account with GiftSpaces is not the same as your user account with any payment processor we may use from time to time. They are separate accounts, and only the first is with us.
3. Contributions; Fees; Charges; Taxes; No Refunds
We do not charge any fees for your use of the Service until you make a Contribution. When you make a Contribution:
We add a service fee in the amount of 2.5% of your Contribution;
In addition to our service fee, our payment processor adds a payment processing charge in the amount of 2.9% of your Contribution, plus $0.30 CAD.
The service fee and the payment processing charge are added to your Contribution in your cart and the net amount of your Contribution is paid to the Registry Creator;
Both the service fee and the payment processing charge are final and non-refundable;
When you use the Service to make, create a Registry or withdraw Contributions, you agree to our payment processor’s terms of service (see below for more information); and
your Contribution is final and non-refundable from us. If for any reason you want your Contribution or any part of it refunded, your must obtain the refund from the Registry Creator, and not from us.
Our service fee includes any sales taxes applicable to it. You are responsible for all other taxes applicable to your payment of the service fee and payment processing charge in any applicable jurisdiction.
4. Ownership, Copyright and Trade Marks
In these Terms the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users is called “User Content”. User Content is that User’s property. Our only right to that User Content is the limited licenses to us granted in these Terms. Those licenses are described in Section 5 and Section 15 of these Terms.
Other than the User Content, the Services, all Content and all software available on the Services or used to create and operate the Services is the property of GiftSpaces or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by GiftSpaces.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content (including any links to third party websites (and the content of those sites) you may post on the Service) may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. We do not endorse any User Content posted through the Service. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. If you authorize third parties to access your User Content through the Services you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content. From time to time we may post User Guidelines on the Site that set out Site conduct requirements – your obligation to comply with those User Guidelines is part of these Terms.
5. Your Limited License of Your User Content to Us
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future. For example, if you create a Registry or post Content in someone else’s Registry, we need your license to display that User Content on the Services, and we need the right to sublicense that User Content to our other Users so that they can view that User Content.
Therefore, by posting or distributing User Content to or through the Services, you (a) grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
If your User Content is intended for the use of other Users (for example, if you create a Registry that will be viewed by other Users), you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in these Terms.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
6. Our Limited License of Content to You
We grant you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page cacheing) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Services or the Content other than for their intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by us at any time.
You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
To request permission for uses of Content not included in this license, you may contact us at the address set out at the bottom of these Terms.
7. Use of Interactive Areas and the Services
The Service may include areas in which you or third parties may post User Content that will be viewed by other Users. You are solely responsible for your conduct and use of such areas and must use them at your own risk. User Content submitted to any public area of the Services will be considered non-confidential. In particular, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
Unsolicited promotions, political campaigning, advertising or solicitations;
Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
Viruses, corrupted data or other harmful, disruptive or destructive files;
Content that is unrelated to the topic of the area in which such Content is posted; or
Content that, in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose us or our affiliates or Users to any harm or liability of any type.
Finally, we have a “zero-tolerance” policy towards SPAM: you may not use the Service to send commercial or other messages to any third-party if the intended recipient has not given you express consent to do so, and in your use of the Service you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
Any use of the Service in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Service.
8. No Responsibility for Third-Party Services, Sites or Content
As a service to our users, the Site may contain links to third-party Web sites (“Third-Party Sites”) or third-party content (“Third-Party Content”) and may provide third-party services (“Third-Party Services”), including payment processors and other payment intermediaries that you may use in connection with your use of the Services. You use Third-Party Sites, Third-Party Content (together, the “Third Party Materials”) or Third-Party Services at your own risk.
We make no claim or representation regarding Third-Party Materials and Third-Party Services, and provides them or links to them only as a convenience. Inclusion in the Services of Third-Party Materials does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Materials. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Materials, or Web sites linking to the Services. When you leave the Services, our terms and policies no longer govern, and when you use Third-Party Services their terms and policies apply. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Materials and Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
In particular, we use WePay, Inc. for payment processing. WePay's terms of service (the “WePay Terms”) and are available here: https://www.wepay.com/legal/terms-of-service. By accepting these Terms, you agree that you have reviewed the WePay Terms and agree to them. Please note that GiftSpaces is not a party to the WePay Terms and that we have no obligations or liability to you under the WePay Terms or for any services that WePay provides to you. If you have questions regarding WePay or the WePay Terms, please contact WePay at https://www.wepay.com.
9. Registries and Gifts; Advertisements and Promotions
Registries, Gifts described on them and the applicable User’s compliance with the descriptions of Registries and Gifts on the Site are the responsibility of the applicable User. We make no representations or warranties about them.
GiftSpaces may run advertisements and promotions from third parties on the Services. Your business dealings or correspondence with, or participation in promotions of, advertisers other than GiftSpaces, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party.
GiftSpaces is not responsible or liable for any loss or damage of any sort incurred as the result of any your dealings with any User of the Site, or as the result of the presence of third-party advertisers on the Site.
10. Warranty Disclaimer
The Site, the Content and the Services are provided to you on an “as is” basis without warranties from GiftSpaces of any kind, either express or implied. GiftSpaces expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. GiftSpaces does not represent or warrant that Site, the Content or the Services are accurate, complete, reliable, current or error-free.
While GiftSpaces attempts to make your access to and use of the Services safe, GiftSpaces does not represent or warrant that the Site, the Content or the Services are free of viruses or other harmful components.
11. Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against GiftSpaces, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Site, the Content or the Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site, the Content or the Services (including as a result of the conduct of any User). You use the Site, the Content and the Services at your own risk.
Without limitation of the foregoing, neither GiftSpaces nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, the Content or the Services, including without limitation any damages caused by or resulting from your reliance on the Site, the Content or the Services or other information obtained from GiftSpaces or any other Released Party or accessible via the Site, the Content or the Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance.
In no event shall the aggregate liability of GiftSpaces, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site, the Content or the Services, exceed $10 Canadian Dollars.
You shall defend, indemnify and hold harmless GiftSpaces and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site, the Content and the Services, including any claims made by any person (i) that any of your User Content infringes the rights, including the intellectual property rights, of any third party, or (ii) that your conduct in relation the Site, the Content and the Services caused any loss, injury, damage or liability.
Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Users in the dashboard area of their account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
13. Applicable Law and Venue
The Services are controlled by GiftSpaces and operated by it from its offices in Toronto, Ontario. You and GiftSpaces both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and GiftSpaces explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content or the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
You agree that all claims arising out of or relating to your use of the Site, the Content or the Services will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify GiftSpaces and the other Released Parties for your failure to comply with any such laws.
14. Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms, we reserve the right, without notice and in our sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Services or Content; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.
15. Inactive Accounts; Termination of Agreement
If your account is inactive for at least six months, we may deactivate your account. Deactivated accounts are not deleted – they are placed in storage and can be restored. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some time and don’t want us to deactivate it, let us know in advance at the email address below. If after your account has been deactivated it stays inactive and we don’t hear from you, we may terminate it at any time and without notice.
You and we may terminate your use of the Services including your agreement to these Terms at any time. When your account is terminated, your User Content will, shortly thereafter, not appear on the Services, except for User Content submitted to public areas of the Site such as the blog, forum, or product reviews, which may remain on the Site after termination. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
If these Terms expire or terminate for any reason, Sections 4, 8 through 16, and any representation or warranty you make in these Terms, shall survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. We may assign any or all of our rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without our prior written consent, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and GiftSpaces regarding your use of the Site, the Content and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between us regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
17. Questions and Comments
If you have any questions regarding these Terms or your use of the Services, please contact us here:
Address: 4K Spadina Ave, Toronto, ON, M5V 3Y9, Canada