GIFTLETE, LLC DBA GIFTLETE

These Terms of Service ("Terms") form a legally binding agreement between you and Giftlete, LLC doing business as Giftlete (collectively, "Giftlete," "we," "our," or "us"), governing your use of the Giftlete website located at https://giflete.io (the "Site") and any related services, software, content, products, or offerings provided via the Site (collectively, the "Services").

BY CLICKING "I AGREE," REGISTERING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

These Terms become effective immediately upon the earlier of clicking "I Agree" (or a similar confirmation) or your initial access to or use of the Services. If you agree to these Terms on behalf of your employer or another entity, you represent and warrant that: (i) you have the legal authority to bind such entity; (ii) you have read and understand these Terms; and (iii) you accept these Terms on behalf of that entity. In such cases, references to "you" or "your" refer to the employer or entity represented by you.

All personal data provided to Giftlete or collected by Giftlete in connection with the Services is governed by our Privacy Policy ("Privacy Policy"), available at https://giflete.io/privacy. By using the Services, you acknowledge that you have reviewed and understand the Privacy Policy, which is hereby incorporated by reference into these Terms. Collectively, these Terms and the Privacy Policy constitute this "Agreement."

1. Our Services

Giftlete provides a fan-driven gifting platform designed specifically for athletes. Through Giftlete, fans can conveniently purchase gifts from personalized wishlists created by athletes, allowing for a private, direct, and engaging gifting experience. Giftlete also enables direct commerce between partner stores, athletes, and fans, as detailed in Section 8.

2. Definitions of Users

For clarity, our Services involve the following types of users:

• "Athlete" refers to an individual user who either:
  • creates a Giftlete Account and sets up a personalized wishlist featuring items fans can purchase as gifts; or
  • curates a storefront where fans may purchase items directly for themselves.
• "Gifter" means an individual user purchasing items from an athlete's wishlist through Giftlete to send as a gift to the athlete.
• "Fan" broadly refers to either a gifter or an individual purchasing items directly for themselves through an athlete's storefront.
• "Partner Store" describes merchants with products or services integrated directly into Giftlete's platform for streamlined purchasing.
• "Verified Store" or "Preferred Store" indicates a merchant officially supported by Giftlete within a user's specific region or jurisdiction.
• "Gift" denotes any product or service purchased by a fan for an athlete using Giftlete's Services.

3. Account Registration, Password, Security, and Communications

3.1 Athlete Accounts

Athletes must create a Giftlete account ("Account") to access the Services. During registration, Giftlete requires accurate personal information, including your name, complete mailing address, phone number, and email address. Athletes are responsible for maintaining and promptly updating their Account information to keep it current and accurate. Athletes are solely responsible for safeguarding login credentials (username and password), as well as for all actions and transactions conducted via their Account, authorized or otherwise. Giftlete disclaims liability for any unauthorized access or usage of your Account. Immediately notify Giftlete if you suspect unauthorized activity or security breaches associated with your Account.

3.2 Account Ownership

The person or entity registering for Giftlete's Services is the official "Account Owner" under these Terms and retains full responsibility for compliance with this Agreement. Account ownership includes exclusive rights to benefits derived from the Services and is not transferable. You agree to immediately notify Giftlete of any suspected unauthorized use or security concerns relating to your Account credentials.

3.3 Usernames and Intellectual Property

Giftlete may suspend or terminate any Account utilizing usernames that impersonate another individual or infringe on third-party intellectual property rights. In such cases, Giftlete reserves the right to request an updated, non-infringing username or to terminate or suspend the Account as specified in Section 9.

3.4 Fan and Gifter Purchases

Fans and gifters purchasing products through the Services must provide accurate and complete personal and payment information, including name, billing address, shipping address, email address, phone number, and credit card details. By completing a transaction, you confirm all provided details are truthful, current, and accurate.

3.5 Mobile Phone Communications

By providing your mobile phone number and using Giftlete's Services, you consent to receiving automated and recurring calls or texts from Giftlete related to Account management, transaction confirmations, order updates, service notices, or related communications. While Giftlete itself does not charge for these communications, standard messaging and data charges from your mobile carrier may apply. To opt-out of text communications, adjust your Account settings, reply "STOP" to any Giftlete text, or email support@giflete.io. To opt-out of calls, state your intent to opt-out during a call or email your request to support@giflete.io.

3.6 Email Communications

By submitting your email address, you agree to receive electronic communications from Giftlete regarding your Account, gift notifications, transaction details, security alerts, or messages from partner merchants fulfilling gift orders placed via the Services.

4. Billing, Payment, Fees, Taxes, and Payout

4.1 Third-Party Payment Providers

As a fan, gifter, or athlete, payments and related charges on Giftlete's platform must be processed through our third-party payment service provider ("Payment Provider"), currently Stripe, Inc. and its affiliates (or another provider as indicated on the Services). You may need to register an account with the Payment Provider, accept its terms of service ("Payment Provider Terms"), and undergo any required identity verification procedures. By accepting these Terms, you confirm that you have reviewed, understand, and agree to the Payment Provider Terms. Giftlete is not a party to your agreement with the Payment Provider and is not responsible or liable for any aspect of your relationship with the Payment Provider.

4.2 Partner Store Purchases

For products purchased through Giftlete from a partner store, Giftlete will transfer payment to the partner store, minus any applicable fees agreed upon between Giftlete and the partner store ("Partner Store Fee") and applicable taxes. Additionally, for fan purchases from an athlete's storefront, Giftlete will deduct the following fees before remitting payment to the partner store or athlete:

• A transaction fee based on a percentage of the total purchase price, according to Giftlete's current fee schedule ("Giftlete Storefront Fee").
• An athlete commerce fee based on a percentage of the total purchase price, according to Giftlete's current fee schedule ("Giftlete Athlete Commerce Fee").

Giftlete will initiate payment to the relevant partner store or athlete, as applicable, within seven business days after receipt of payment, provided no refund or return request is pending. If a product is returned or refunded according to the partner store's policy, the Partner Store Fee and Giftlete Athlete Commerce Fee will also be refunded.

4.3 Fee Guidelines and Calculations

Giftlete may periodically establish and modify guidelines for calculating fees (Partner Store Fee, Giftlete Storefront Fee, and Giftlete Athlete Commerce Fee), including the treatment of taxes, shipping costs, promotions, and discounts. Changes to fee guidelines will be clearly communicated through the Services or by other appropriate means.

4.4 Non-Partner Store Purchases

For clarity, if a gifter purchases a gift from a non-partner store, any service fees assessed by Giftlete or the Payment Provider shall remain solely the responsibility of the gifter. Neither the athlete (recipient) nor Giftlete (facilitator) shall be responsible for these fees.

4.5 Taxes and Pricing

All prices and fees shown on Giftlete's Services exclude applicable federal, state, local, provincial, or other governmental taxes, including sales, goods and services taxes, duties, or charges ("Taxes"). Taxes are calculated based on your provided billing address at checkout. Unless explicitly stated otherwise, all fees and charges are displayed and processed in United States Dollars (USD).

4.6 Athlete Responsibility for Taxes

Each athlete receiving gifts through Giftlete is solely responsible for reporting, withholding, and paying applicable Taxes related to their receipt of gifts. By using Giftlete, athletes represent and warrant compliance with all relevant tax laws. If any instance of tax non-compliance occurs (including failing to report earnings or the commencement of an inquiry or investigation related to your taxes), you agree to promptly notify Giftlete at support@giflete.io within seven days. Giftlete does not provide tax advice and holds no liability for users' non-compliance with tax obligations.

4.7 Tax Information Reporting

Giftlete collects relevant tax identification information as legally required and reports such information to tax authorities in compliance with applicable laws.

4.8 Customs and International Shipping Charges

Athletes and fans are responsible for any customs duties, import taxes, fees, or related international charges associated with gifts or products shipped internationally. Such charges vary by country and are solely the responsibility of the athlete or fan. You should consult local customs authorities to confirm that items purchased through Giftlete can be legally imported into your jurisdiction.

4.9 Crowdfunded Gifts

Athletes may optionally enable gift purchases funded by contributions from multiple fans ("Crowdfunded Gifts"). Gifters contributing to a Crowdfunded Gift must contribute a minimum amount of USD $5.00, unless the remaining required contribution is less than $5.00 but greater than $0.50, in which case they may contribute the exact remaining balance. If the full price of a Crowdfunded Gift is not reached through contributions alone, the athlete may:

• Wait for additional contributions until the full amount is funded;
• Pay the remaining balance directly through the Payment Provider; or
• Apply funds available in their Giftlete account balance to complete the purchase.

4.10 Athlete Account Balance and Cash Payouts

Athletes may receive the cash equivalent of a purchased gift credited to their Giftlete account balance (rather than receiving the physical gift) under any of the following conditions:

• A gift is purchased from an unverified or unsupported store;
• The athlete is located in a jurisdiction not supported by Giftlete's Services;
• Giftlete cannot process the gift purchase within six weeks;
• Contributions toward a Crowdfunded Gift exceed the total gift price;
• A gift purchase is canceled or refunded by the partner store; or
• Giftlete approves the cash payout at its sole discretion.

Athletes may request a cash payout from their Giftlete balance through the Payment Provider once their balance reaches or exceeds USD $30.00. Requested payouts will generally be processed within seven business days; however, payout processing may be delayed up to 180 days if an athlete's account is under investigation for fraudulent or suspicious activity.

5. User Generated Content

5.1 Definition and Responsibilities

"User Generated Content" means any content, information, and materials—including text, images, audio, or video—that athletes submit, upload, publish, or otherwise make available through Giftlete's Services. User Generated Content explicitly includes, but is not limited to, athlete wishlists. Athletes remain solely responsible for all User Generated Content, and Giftlete acts solely as a passive intermediary facilitating the distribution of such content. You acknowledge and agree that Giftlete:

• Does not create or develop User Generated Content.
• Assumes no responsibility or liability for User Generated Content.
• Is not liable for claims arising from or relating to User Generated Content.
• Has no obligation to actively monitor or review User Generated Content but reserves the right, at its sole discretion, to limit, remove, or modify User Generated Content at any time.
• Strongly advises athletes against including explicit, adult, or sensitive content within User Generated Content.

5.2 Athlete Representations for User Generated Content

By posting User Generated Content, you represent and warrant that such content:

• Will not be false, inaccurate, incomplete, or misleading.
• Does not infringe on copyrights, trademarks, patents, trade secrets, privacy rights, or other intellectual property rights of third parties.
• Complies with all applicable laws and regulations (e.g., consumer protection, anti-discrimination, anti-spam, privacy).
• Is not defamatory, libelous, harassing, threatening, or unlawful.
• Does not include obscene or pornographic material, or material harmful to minors.
• Does not contain excessive violence or gore.
• Does not promote hate, intimidation, discrimination, or abuse against any individual or group.
• Does not intend financial harm, fraudulent disputes, or chargebacks.
• Is free of harmful computer programming, such as viruses, malware, or other malicious code.
• Does not falsely imply affiliation or employment with Giftlete or misrepresent your relationship with Giftlete.
• Will not create liability or negatively affect Giftlete's relationships with third-party service providers.
• Does not contain activities prohibited by the Payment Provider (Stripe) Restricted Businesses.
• Complies with Giftlete's sole discretion regarding acceptable usage.

5.3 License to Use User Generated Content

By providing User Generated Content, athletes grant Giftlete an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, sublicensable license to use, copy, adapt, modify, distribute, publicly display, publicly perform, stream, broadcast, and exploit such content through the Services. Giftlete does not claim ownership of User Generated Content, and nothing in these Terms limits your right to use your content.

6. Representations and Warranties

6.1 Eligibility and Authority

You represent and warrant that:

• You are at least 18 years old and of legal age in your jurisdiction.
• You possess full authority and capacity to agree to these Terms.
• If agreeing on behalf of an entity, you are authorized to bind that entity to these Terms.

6.2 Compliance and Conduct

You represent and warrant that:

• You have read and understood these Terms and our Privacy Policy.
• You will interact responsibly and respectfully with other users.
• You will comply with applicable laws, rules, and regulations while accessing the Services.

6.3 Prohibited Activities

You agree not to engage in prohibited activities, including but not limited to:

• Copying, distributing, or disclosing Services content without authorization.
• Using automated systems ("robots," "spiders," etc.) to access Services without permission.
• Sending spam, phishing, or fraudulent communications.
• Compromising Service security or integrity.
• Violating applicable laws and regulations.
• Uploading malicious software or viruses.
• Violating intellectual property rights of Giftlete or others.
• Impersonating individuals or entities, committing fraud, or hiding your identity.
• Engaging in harassment, stalking, intimidation, abuse, or violating others' rights.
• Interfering with Service functionality or security.
• Reverse-engineering Service software or algorithms.
• Attempting unauthorized account access or collecting personal data of others.
• Encouraging or facilitating prohibited conduct.

6.4 Disclosure of Conflicts

You agree to promptly disclose to Giftlete (support@giflete.io) any status, motivation, or interests—journalistic, investigative, or otherwise—that Giftlete may reasonably wish to know about concerning your use of the Services.

7. Terms Governing Gifts

7.1 Gift Conditions

All gifts purchased via Giftlete are subject to the respective vendor's terms and conditions, as outlined on the applicable Merchant Profile and Athlete wishlist pages. Giftlete is not responsible for gift conditions; the vendor bears sole responsibility. Images of gifts shown on Giftlete are illustrative; actual gifts may vary. Gift availability may change without notice, and Giftlete cannot guarantee availability, colors, or precise gift details in every instance.

7.2 Athlete Gift Terms

If you receive a gift through Giftlete:

• You acknowledge the gift is a voluntary transfer from a fan/gifter without compensation or restriction;
• You are not a service provider or employee of Giftlete;
• Giftlete may facilitate ordering from partner stores and verified merchants listed at https://giflete.io/merchants;
• Giftlete may occasionally send complimentary gifts directly, independent of your wishlist selections;
• Gifts cannot be exchanged for cash unless explicitly allowed by these Terms;
• Gifts cannot be assigned to third parties, received as payment for goods or services, or exchanged for promised content or access;
• You may enable crowdfunding to allow multiple fans to contribute towards purchasing a gift;
• Giftlete will notify you electronically when gifts are ordered or dispatched;
• Digital gifts may be delivered via email or redemption link;
• Delivery of gifts will follow retailer-specific terms, conditions, and timelines; Giftlete does not control, guarantee, or take responsibility for shipping or delivery delays, lost or stolen packages, or delivery issues arising from incorrect or incomplete address details;
• Giftlete will submit refund requests for lost or stolen verified store items when applicable, but is not obligated to provide refunds denied by the merchant;
• Giftlete's provided delivery estimates are directly based on vendor-supplied estimates and Giftlete holds no liability for delays;
• You are solely responsible for keeping wishlist items from non-partner and unverified stores current in pricing and product details;
• Return requests may be rejected at Giftlete's discretion unless an item is faulty or damaged upon receipt. Partner stores' return policies apply directly to returns. Giftlete will submit refund requests for faulty items purchased from non-partner stores but does not guarantee refunds if declined by the merchant.

7.3. Prohibited Items on Athlete Wishlists

Athletes are strictly prohibited from adding or requesting any of the following items ("Prohibited Items") through their Giftlete wishlist or storefront:

• Alcohol
• Tobacco products
• Products containing THC (cannabis-related substances)
• Firearms or weapons
• Live animals

Giftlete reserves the right, at its sole discretion, to remove any Prohibited Items listed by an athlete and may take additional action, including suspension or termination of the athlete's account.

7.4. Terms for Gifters Purchasing from Athlete Wishlists

If you purchase a gift from an athlete's wishlist:

1. After completing a gift purchase via Giftlete, the transaction is final and cannot be canceled or refunded unless explicitly authorized or refunded by the athlete receiving the gift.
2. Giftlete endeavors to process all gift orders promptly, but please allow up to thirty (30) business days for orders to be placed. If an order is not placed within this timeframe, gifters may request a refund. Gifters agree not to dispute payments with their payment provider for orders that have not yet exceeded this 30-business-day window.
3. Giftlete's service for gifters specifically involves purchasing items for athletes; as such, gifters do not receive direct tracking information, shipping status, or the ordered physical or digital items.
4. Giftlete retains the right to refuse or reject any order at our sole discretion.
5. Giftlete reserves the right to restrict, suspend, or permanently ban gifters who misuse or abuse the gifting features or gift suggestion tools on the platform.

8. Athlete Commerce

8.1. Athlete Storefronts

Athletes are responsible for curating their own storefronts on Giftlete, which may feature products available through partner stores or selected non-partner stores. The terms "partner" or "partnership" used here refer only to cooperative or marketing agreements and do not imply a formal legal partnership.

8.2. Prohibited Items in Storefronts

Storefronts may not feature any Prohibited Items as defined in Section 7.3.

8.3. Terms for Fans Purchasing from Athlete Storefronts

When fans purchase items from an athlete's storefront:

1. Upon purchasing an item, the fan becomes a direct customer of the partner or verified store, subject to that store's terms and conditions as stated on the merchant's page.
2. Products sold are the sole responsibility of the applicable merchant. All product images provided on Giftlete's platform are for illustrative purposes only. Actual items delivered may differ in appearance or details. While Giftlete endeavors to accurately present item availability, colors, and descriptions, Giftlete cannot guarantee exact matches.
3. Delivery of purchased items will be managed by the respective store's designated shipping provider in accordance with that store's shipping policies.
4. Giftlete does not directly control the shipping process, timing, or method of delivery. Therefore, Giftlete bears no responsibility for delivery issues, delays, items lost in transit, stolen after delivery, or issues arising from incomplete or incorrect addresses provided by the purchaser. Giftlete may submit refund requests for verified-store items that are lost or stolen, but Giftlete is not obligated to provide refunds if the merchant denies the request. Giftlete may request additional documentation (including police reports) to assist with refund requests.
5. Delivery estimates provided by Giftlete are based directly on information supplied by the retailer or merchant, and Giftlete is not liable if these estimates are exceeded due to circumstances outside Giftlete's direct control.
6. Giftlete aims to process all storefront orders promptly; however, please allow up to thirty (30) business days for orders to be placed. Fans may request refunds if orders are not processed within this period. Fans agree not to dispute payments with their payment providers within this 30-business-day window.
7. Returns are governed by the return policies of the specific partner or verified store. Giftlete may decline return requests at its discretion, except for cases involving faulty or damaged items, which shall be processed in accordance with the partner store's return policy.
8. Giftlete reserves the right to refuse or reject any order in its sole discretion.
9. The service Giftlete provides to fans explicitly constitutes purchasing physical or digital goods on behalf of fans, with the fan directly receiving purchased products.

9. Unsupported Countries and Jurisdictions

Giftlete explicitly does not support athletes or fans located in or associated with any countries currently listed on the OFAC sanctions list (https://ofac.treasury.gov/sanctions-programs-and-country-information). Any accounts created from or used in sanctioned countries or jurisdictions are subject to immediate suspension or termination.

10. Termination and Suspension

10.1. Termination by You or Giftlete

Unless otherwise explicitly agreed in writing, either you or Giftlete may terminate these Terms at any time, for any reason or no reason. As an athlete, you may cancel and delete your Account using the functionality provided on the Services (if available) or by providing written notice via email to support@giflete.io. After cancellation, you will immediately lose access to your Account, including all profile information and User Generated Content. Certain provisions of these Terms, including disclaimers of warranties, limitations of liability, indemnification obligations, and provisions regarding dispute resolution, shall expressly survive termination indefinitely.

10.2. Termination or Suspension by Giftlete

Giftlete reserves the right to refuse access to or use of the Services to anyone, at any time, for any reason. Giftlete may suspend, limit, or terminate your Account if we suspect or determine that you have violated or breached any term of this Agreement. Such termination or limitation will be effective immediately upon delivery of notice via email or other written communication. If Giftlete terminates or restricts your use of the Services, you are prohibited from creating or using a new Account under your name, an alias, or a third party's name, even if authorized by the third party.

10.3. Continued Effect of Terms

Even after your access or use of the Services is terminated or restricted, these Terms remain fully enforceable against you. Giftlete reserves the right to pursue appropriate legal actions, including arbitration, as detailed in Section 15 of these Terms.

10.4. Modifications and Discontinuation of Services

Giftlete may, at its sole discretion and without notice, temporarily or permanently modify or discontinue all or part of the Services. Giftlete shall not be liable to you or any third party for any modifications, suspensions, or discontinuations. Giftlete reserves the right to deny registration or use of the Services to individuals who may compromise the safety, security, or integrity of the Services, or to address other reasonable business concerns as determined by Giftlete.

10.5. Effects of Account Termination

Upon termination or cancellation of your Account:

1. Giftlete reserves the right to permanently delete all of your Account data, including User Generated Content. Data and content cannot be recovered after termination.
2. Any pending orders or unprocessed transactions through Giftlete will be refunded to the original payment method used.

11. Links to Third-Party Websites

11.1. Third-Party Links and Content

Giftlete's Services may contain hyperlinks or references to third-party websites. These links do not imply any endorsement, approval, or affiliation between Giftlete and the third-party sites, their content, or operators. Such links, including advertisements or third-party content integrated within the Services, are provided solely for convenience, informational purposes, or reference. Giftlete does not control, monitor, or assume responsibility for third-party websites, their availability, accuracy, content, advertising, products, or services. You are solely responsible for evaluating third-party content and services accessed through these links. Giftlete expressly disclaims liability for claims arising from your use of third-party websites and reserves the right, but is not obligated, to remove links at its discretion.

11.2. Usage and Risk of Third-Party Websites

Your access and use of third-party websites linked through Giftlete are governed entirely by the terms and conditions and privacy policies of the respective third-party websites. You access third-party websites entirely at your own risk. Giftlete expressly disclaims liability arising from your interaction with, viewing, or use of third-party websites or materials linked within the Services. By accessing such links, you agree to indemnify and hold Giftlete harmless from any liabilities or damages arising from your use of or reliance upon third-party content