Terms of Service

Last Updated: June 12, 2026

This document is a starting template. Before launch, confirm the operating legal entity, registered address, and governing jurisdiction with a qualified advisor and replace the [bracketed] placeholders below.

These Terms of Service ("Terms") are a legally binding agreement between you (the "Customer," "you," or "your") and Giftspatch ("Giftspatch," "we," "us," or "our"). They govern your use of the Giftspatch Website and web application (together, the "Services").

By creating an account or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and the Giftspatch Privacy Policy. If you do not agree, you may not use the Services.

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE IMPORTANT LIMITATIONS ON YOUR LEGAL RIGHTS, INCLUDING DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, AND A BINDING AGREEMENT TO RESOLVE DISPUTES IN [JURISDICTION] COURTS.

1. The Services

Giftspatch is a business-to-business gifting platform. Through the Services, businesses can browse a curated catalog, apply a preset design or upload a logo to brand an item, enter a recipient's details, and place a gift order that Giftspatch produces and fulfills. The Services also include team accounts, saved recipients, and order tracking.

2. Eligibility

To use the Services, you must:

• Be at least 18 years of age
• Use the Services for legitimate business purposes
• Have the legal authority to enter into these Terms on behalf of yourself or the business you represent
• Comply with all applicable laws in your jurisdiction and the recipient's jurisdiction

You represent and warrant that all registration information you provide is truthful, accurate, and current.

3. Accounts, Teams, and Security

The person who creates a company account (the "Account Owner") controls that account and is responsible for all activity conducted through it, including activity by team members and collaborators they invite. You are responsible for:

• Maintaining the security of your Google sign-in and any payment information
• All activities that occur under your account
• Managing the roles and permissions of team members you invite
• Notifying us promptly of any unauthorized access or security breach

We may suspend or terminate accounts used in violation of these Terms.

4. Uploaded Designs and Recipient Data

When you upload a logo or design, or enter recipient details, you represent and warrant that you have the legal right to use that content and to provide that recipient's information for the purpose of sending the gift.

You grant Giftspatch and our fulfillment providers a limited license to reproduce your designs on the items you order and to use recipient details to produce and ship those orders. You are responsible for ensuring your designs do not infringe the intellectual property, privacy, or other rights of any third party.

5. Acceptable Use

You agree not to:

• Upload, print, or send content you do not have the legal right to use, or that infringes any third party's rights
• Send gifts that are unlawful, hateful, harassing, defamatory, obscene, or otherwise objectionable
• Use recipient data for any purpose other than the gift you are sending, or in violation of applicable privacy laws
• Attempt to circumvent rate limits, authentication, or security controls
• Reverse engineer, decompile, or attempt to extract the source code of the Services
• Resell, sublicense, rent, lease, or transfer your account or access to the Services
• Interfere with or disrupt the Services or introduce malicious code
• Use automated systems or bots to extract data from the Services
• Use the Services for any unlawful purpose

Violation may result in immediate suspension or termination of your account without refund.

6. Orders, Fees, and Billing

Orders. When you place a gift order, you authorize Giftspatch to produce and ship the selected item(s) to the recipient address you provide. You are responsible for the accuracy of recipient details; orders shipped to an address you entered incorrectly may not be refundable.

Beta. During the free beta, Giftspatch does not charge a subscription fee; you pay only the cost of the gifts you choose to send, where applicable.

Future paid plans. We may introduce free and paid subscription tiers. Current pricing, when published, will appear on the Website. Paid subscriptions would be billed in advance on a recurring basis through our payment processor, and we would provide at least 30 days' notice before any price change.

Refunds. Except as required by law, fees for gifts already produced or shipped are non-refundable.

7. Data Ownership and License

Your data is yours. You retain all rights to the data you import, generate, or store through Giftspatch, including company data, designs, contacts, and order data.

You grant Giftspatch a limited, non-exclusive, worldwide, royalty-free license to access, store, process, and display your data solely to provide the Services. This license terminates when you delete your account, except for data we are required to retain for legal or regulatory reasons as described in our Privacy Policy.

Feedback. If you voluntarily submit suggestions or feedback, you grant us an unrestricted, royalty-free license to use it without compensation or attribution.

8. Intellectual Property

Giftspatch and all of its components, including software, design, user interface, trademarks, logos, and content, are owned by Giftspatch and protected by United States and international intellectual property laws. These Terms do not grant you any rights in our intellectual property except the limited license to use the Services described herein. The logos and designs you upload remain yours.

9. Third-Party Services

The Services rely on third-party platforms including Google Firebase and Google Cloud, our fulfillment provider(s), and a payment processor. Your use of these integrations is subject to those providers' terms and privacy policies. We are not responsible for the acts, omissions, availability, or terms of third-party services. If a third-party service becomes unavailable or changes, we may modify or discontinue related features without liability.

10. Service Availability and Changes

We strive to keep the Services available and reliable but do not guarantee uninterrupted access. The Services may be temporarily unavailable due to maintenance, upgrades, third-party outages, or events beyond our reasonable control. We may modify, add, or remove features at any time, and will make reasonable efforts to notify you of material changes in advance.

11. Termination

By you. You may terminate your account at any time through your account settings or by contacting support.

By us. We may suspend or terminate your account if you violate these Terms, your activity poses a security, legal, or reputational risk, you fail to pay applicable fees, we are required to by law, or we discontinue the Services generally.

Upon termination, your access ends and your data is deleted in accordance with our Privacy Policy. Provisions that by their nature should survive termination (including Sections 7, 8, 12, 13, 14, and 16) will survive.

12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT the Services will be uninterrupted, error-free, or secure; that defects will be corrected; that printed colors or finishes will exactly match your on-screen preview; or that the Services will meet your specific business requirements.

You are responsible for reviewing your designs, recipient details, and order summary before placing an order. Giftspatch assists your workflow; it does not replace your own review.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GIFTSPATCH AND ITS OWNERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES; OR DAMAGES RESULTING FROM THIRD-PARTY SERVICES OR FROM UNAUTHORIZED ACCOUNT ACCESS CAUSED BY YOUR FAILURE TO SAFEGUARD CREDENTIALS.

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (a) THE TOTAL AMOUNT YOU PAID US IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED U.S. DOLLARS ($100). Some jurisdictions do not allow certain limitations, so portions of this section may not apply to you.

14. Indemnification

You agree to indemnify, defend, and hold harmless Giftspatch and its owners, employees, contractors, and affiliates from any claims, damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising from your use of the Services, your violation of these Terms, your violation of any law or third-party right, or any designs, content, or recipient data you upload or provide through the Services.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of [STATE / JURISDICTION], United States, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Services will be resolved exclusively in the state or federal courts located in [JURISDICTION], and you consent to the personal jurisdiction of those courts. If any provision is found unenforceable, the remaining provisions will remain in full force and effect.

16. General Provisions

Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Giftspatch regarding the Services.

No waiver. Our failure to enforce any right or provision is not a waiver of it.

Assignment. You may not assign your rights without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, or sale of assets.

Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control.

Electronic communications. By using the Services, you consent to receive electronic communications from us, which satisfy any legal requirement that such communications be in writing.

Changes to Terms. We may update these Terms from time to time. Material changes will be notified by email and/or a notice within the Services. Continued use after changes take effect constitutes acceptance.

17. Contact Us

Giftspatch
Support: hello@giftspatch.io
Legal inquiries: legal@giftspatch.io
Operating entity & mailing address: [to be confirmed]