This Services and Subscription Agreement (this "Agreement") applies to each Account, Order, Subscription, Plan, or other purchase that references or is subject to this Agreement, and is between Client Giant, Inc. ("Client Giant") and the customer or subscriber identified in the applicable Account or Order ("Customer"). Client Giant and Customer are referred to herein individually as a "Party" and collectively as the "Parties."
By creating an Account, submitting or accepting an Order, purchasing or using any Services, or otherwise accessing Client Giant's platform, Customer agrees to be bound by this Agreement.
The terms of this Agreement will apply beginning on the effective date of Customer's Account or applicable Order and will continue for so long as Customer maintains an Account, Order, Subscription, Plan, or otherwise uses the Services.
This Agreement governs Customer's access to and use of Client Giant's web-based client retention, relationship management, marketing, experiences, gifting, survey, analytics, automation, and related services, features, tools, programs, and functionality, including Client Giant's automated and situational gifting services (collectively, the "Services").
The Services, features, functionality, pricing, benefits, usage limits, and other entitlements available to a Customer may vary based upon Customer's Account Type, as described below.
Access to the Services requires Customer to maintain an active Client Giant account (an "Account").
Client Giant may offer different types or tiers of Accounts from time to time, including, without limitation, accounts currently identified as Basic, Pro, and VIP (each, an "Account Type").
Each Account Type may include different features, functionality, usage rights, service levels, pricing, discounts, benefits, data access, gifting options, integrations, limits, and other entitlements ("Account Entitlements").
Client Giant may establish, modify, rename, replace, or discontinue Account Types and Account Entitlements from time to time, subject to the terms of this Agreement and applicable law.
The specific Account Type purchased by Customer, together with applicable fees and billing frequency, may be identified in an Order, on the Site, in Client Giant's online portal, or during the Account enrollment or checkout process.
Customer must maintain an active Account in good standing in order to access, receive, or continue receiving any Services from Client Giant.
An Account is considered "in good standing" when the Account is active and all amounts then due and payable with respect to the Account have been paid, Customer has a valid payment method on file where required, and Customer is otherwise in material compliance with this Agreement.
The requirement to maintain an active Account in good standing applies to all Services, including Services, Plans, Gifts, credits, programs, or other offerings that Customer previously purchased or prepaid.
Accordingly, prepayment for a Service does not entitle Customer to continued performance or fulfillment of that Service during any period in which Customer does not maintain an active Account in good standing.
If Customer's Account ceases to be active or in good standing, Client Giant may immediately suspend, pause, restrict, or withhold performance of any or all Services, including any prepaid Services, Plans, gifting programs, scheduled Gifts, automations, or other fulfillment activities, until Customer restores its Account to good standing.
Unless expressly required by applicable law or otherwise agreed by Client Giant in writing:
Restoration of an Account to good standing does not guarantee that missed, expired, or time-sensitive Services can be retroactively performed.
Customer's access to features, functionality, benefits, pricing, discounts, usage limits, data displays, reports, analytics, tools, integrations, and other Account Entitlements is determined by Customer's then-current Account Type.
If Customer upgrades its Account, additional Account Entitlements may become available in accordance with the terms applicable to the upgraded Account Type.
If Customer downgrades, cancels, fails to renew, fails to pay for, or otherwise loses access to an Account Type, any Account Entitlements associated with the former Account Type may immediately or upon the effective date of the change become unavailable, hidden, restricted, disabled, or inaccessible.
This may include access to information, responses, records, analytics, reports, insights, fields, attributes, or other data that were collected, generated, displayed, or made accessible through a feature included in Customer's former Account Type.
For example, if Customer uses a feature to collect or organize information regarding its contacts and that feature is not included in Customer's new Account Type, the information associated with that feature may no longer be visible or accessible to Customer following the downgrade, cancellation, or loss of access.
Unless otherwise expressly stated by Client Giant, loss of access to such information does not necessarily mean that the underlying data has been immediately deleted. Client Giant may retain such data in accordance with this Agreement, its Privacy Policy, applicable data-retention practices, and applicable law. If Customer later upgrades to an Account Type that includes the applicable feature, some previously collected information may again become accessible, but Client Giant does not guarantee the continued retention, restoration, or availability of such information.
Customer is responsible for reviewing the Account Entitlements associated with an Account Type before downgrading or canceling its Account and, where functionality permits, exporting any Customer Data that Customer wishes to retain before the applicable Account Entitlements are removed.
From time to time, the Parties may enter into orders for Services through a traditional purchase order, order form, Client Giant's online portal, checkout process, or other ordering method approved by Client Giant (each, an "Order").
Pursuant to an Order, Customer may purchase Subscriptions, Plans, Gifts, additional Services, or other offerings for the applicable term and at the pricing specified in the Order or otherwise presented to Customer at the time of purchase.
No Order is effective until expressly accepted by Client Giant, including through electronic acceptance or fulfillment.
All Orders are subject to Customer maintaining an active Account in good standing as required by Section 1.3.
Subject to this Agreement, Customer's applicable Account Entitlements, and payment of all applicable fees, Client Giant grants Customer a limited, non-exclusive, non-transferable right to access and use the Services via Client Giant's website, applications, portals, or other interfaces (collectively, the "Site") during the applicable Subscription Term solely for Customer's own internal business purposes and any other purpose expressly authorized in an applicable Order (each, a "Subscription").
No purchase of a Subscription, Plan, Gift, or other Service creates any right to use Account Entitlements that are not included in Customer's then-current Account Type.
As part of the Services, Customer may choose to participate in a curated gifting program offered by Client Giant (each, a "Gifting Plan") pursuant to which Customer commissions Client Giant to select gifts or packages of gifts from offerings maintained by Client Giant for delivery to third parties ("Recipients") identified by Customer (each gift or set of gifts being a "Gift" or "Gifts").
Customer may also be provided the opportunity to utilize the Services to purchase Gifts for Recipients on a situational basis. The Services described in this Section are the "Gift Services."
All Gift Services, including prepaid Gifting Plans and prepaid Gifts, are subject to the active Account and good-standing requirements of Section 1.3.
Each Order may set out a term for the applicable Subscription during which Customer will be provided access to and use of the applicable Services (the "Subscription Term").
With respect to any Subscription for which an Order does not define a Subscription Term, the Subscription Term will continue until terminated by Customer or Client Giant as provided in this Agreement.
At the end of a Subscription Term, the Subscription will automatically renew for successive periods equal to the Subscription Term unless a Party provides the other Party notice of its intent not to renew prior to expiration of the then-current Subscription Term, subject to any additional renewal or cancellation requirements imposed by applicable law.
Automatic Renewal. At the end of a Subscription Term, Gifting Plans will automatically renew for another period equal to the Subscription Term unless either Party terminates or elects not to renew the applicable Subscription as provided herein.
Gifting Cycle. Gifts provided under cadence-oriented Gifting Plans are shipped as described in the applicable Order (each period, a "Gifting Cycle").
Recipients. Gift Recipients must be added prior to the cut-off date for each Gifting Cycle established by Client Giant in order to receive the Gift for that Gifting Cycle. If Customer fails to provide Client Giant with the Recipients for an Order that includes Gift Services before the applicable cut-off date, its Recipients may not receive a Gift until a subsequent Gifting Cycle.
Account Must Be Active and in Good Standing. Customer must maintain an active Account in good standing at the time a Gift is scheduled to be processed or shipped. Client Giant may pause or withhold Gift processing or shipment while Customer's Account is inactive or not in good standing, including where the applicable Gifting Plan or Gifts were previously prepaid.
Customer Responsible for Fees Due in a Gifting Cycle. Client Giant places orders for gifts and products in advance to fulfill customers' Gifting Plans. If a Subscription for a Gifting Plan is in place at the beginning of a Gifting Cycle and Customer cancels the Gifting Plan during such Gifting Cycle, Customer remains responsible for any remaining fees payable with respect to that Gifting Cycle notwithstanding Customer's cancellation.
Subject to Customer maintaining an active Account in good standing, Customer's Recipients will still receive the applicable Gift for that Gifting Cycle, or Customer may have the opportunity to change to another Recipient one time. Customer's account or payment method on file may be charged for fees payable with respect to the remainder of the current Gifting Cycle.
If Client Giant issues a credit, such credit is valid for one year from the date of issuance unless otherwise stated and thereafter will expire and have no value.
Customer will pay Client Giant the fees applicable to Customer's Account Type, Orders, Subscriptions, Plans, Gifts, and other Services as presented on the Site, in Client Giant's portal, in an Order, or otherwise at the time of purchase.
Client Giant may revise its fees from time to time. Unless otherwise expressly stated, changes to recurring Subscription fees will become effective beginning with the next applicable Subscription Term or renewal period, or, if there is no defined Subscription Term, following 30 days' notice to Customer.
All fees will be billed and must be paid in U.S. dollars.
Pricing for Services, Plans, Gifts, usage, add-ons, and other offerings may vary based upon Customer's Account Type.
Certain Account Types may receive preferred pricing, volume pricing, tiered pricing, discounts, credits, promotional pricing, or other pricing benefits that are not available to other Account Types. Other Account Types may be subject to fixed pricing or different pricing structures.
Customer is entitled only to the pricing and pricing benefits associated with its then-current Account Type at the time the applicable purchase, transaction, or charge is made, unless Client Giant expressly agrees otherwise in writing.
If Customer changes its Account Type, the pricing applicable to future purchases, renewals, transactions, or usage may change accordingly. Customer will not be entitled to continue receiving pricing, discounts, or benefits associated with a former Account Type merely because Customer previously received such pricing or benefits.
Pricing displayed to or quoted for one Customer or Account Type does not create an obligation for Client Giant to provide the same pricing to another Customer or Account Type.
Client Giant may bill Customer through an online billing account for purchases made by Customer. Customer will provide current, complete, and accurate purchase and account information for all purchases.
Customer will promptly update account and payment information, including email address, payment method, and payment-card expiration date, so Client Giant can complete transactions and contact Customer as needed.
To the extent an Account, Subscription, Plan, or Service is subject to recurring charges, Customer authorizes Client Giant to charge Customer's payment method on a recurring basis in accordance with the applicable billing frequency without requiring Customer's prior approval for each recurring charge, until the applicable Account, Subscription, Plan, or Service is canceled or otherwise terminated in accordance with this Agreement.
If a recurring charge fails, Client Giant may notify Customer and require Customer to rectify the payment method. Failed or delinquent payment may cause Customer's Account to cease being in good standing and may result in suspension or restriction of Services as provided in this Agreement.
Customer will be responsible for any federal, state, and local sales, use, excise, ad valorem, value-added, and other similar taxes and duties ("Taxes") imposed on Customer's purchases of Services or Gifts.
Each Party will be responsible for personal property taxes on property it owns or leases, franchise and privilege taxes on its business, and taxes based on its income and receipts.
If provided in an Order, Client Giant may allow Customer to prepay certain amounts to Client Giant for use toward fees for Services or situational Gifts (a "Pre-Paid Account Balance").
To fund the Pre-Paid Account Balance, Client Giant is authorized by Customer to initiate electronic debit or credit entries through the ACH system to Customer's account designated in an Order or another deposit account designated by Customer. Customer may terminate this authorization by giving Client Giant 30 days' prior written notice.
If fees are owed to Client Giant under this Agreement, Client Giant may utilize the Pre-Paid Account Balance to satisfy amounts owed. If there is not a sufficient amount available in Customer's Pre-Paid Account Balance, Client Giant may refuse to provide the requested Service or complete the requested sale.
A Pre-Paid Account Balance will not accrue interest.
The existence of a Pre-Paid Account Balance does not satisfy Customer's obligation to maintain an active Account in good standing and does not entitle Customer to receive Services while its Account is inactive or not in good standing.
Past-due balances are subject to interest equal to the lower of 1.5% per month or the maximum rate allowed by law.
Customer will be liable to Client Giant for all reasonable costs of third-party collection activity, including attorneys' fees, resulting from Customer's past-due account.
Client Giant reserves the right to correct errors or mistakes in pricing or invoicing, even if Client Giant has already requested or received payment.
Except as expressly provided in Section 3 or required by applicable law, purchases of Accounts, Subscriptions, Plans, Gift Services, Gifts, and other Services are non-cancellable after the applicable cancellation period, if any, and amounts paid or payable are final and nonrefundable.
Without limiting the foregoing, suspension, restriction, or pausing of Services because Customer fails to maintain an active Account in good standing does not entitle Customer to a refund of amounts previously paid for prepaid or other Services.
Except for broken or defective Non-Conforming Gifts as defined below, Gifts may not be returned or exchanged by Customer or any Recipient, and Client Giant will have no liability for such Gifts except as expressly provided in this Agreement.
Subject to Customer's payment obligations under Section 1.9, Customer may terminate a Gifting Plan at any time upon 30 days' written notice to Client Giant.
Termination of a Gifting Plan does not itself terminate Customer's Account unless Customer separately cancels its Account.
Either Party may terminate a Subscription that does not have a defined Subscription Term for Services other than a Gifting Plan upon 30 days' written notice to the other Party.
Customer may cancel or downgrade its Account in accordance with the cancellation or account-management procedures made available by Client Giant and subject to any applicable Subscription Term or other contractual commitment.
Cancellation of an Account will terminate Customer's right to access the Services and will cause any outstanding or prepaid Services to be suspended or discontinued as described in Section 1.3.
Downgrading an Account may result in the loss, restriction, or hiding of Account Entitlements and associated information as described in Section 1.4.
Cancellation or downgrade does not relieve Customer of payment obligations already incurred or create a right to a refund, credit, reimbursement, or extension except where expressly required by this Agreement or applicable law.
Either Party may terminate this Agreement upon written notice to the other if there are no outstanding Orders, Subscriptions, Plans, or other continuing obligations under this Agreement.
Client Giant may terminate this Agreement and any outstanding Orders if Customer materially breaches its obligations under this Agreement and fails to cure such breach within 10 days after receipt of written notice describing the breach in reasonably sufficient detail.
Termination of this Agreement will terminate all Orders and Subscriptions.
Upon expiration or termination of an Account or Subscription (the "Termination Date"), the rights granted to Customer under this Agreement with respect to the applicable Account or Subscription will cease.
Customer will pay Client Giant all unpaid amounts due for Services, Orders, Plans, Gifts, Account fees, and other obligations in accordance with their applicable payment terms.
Termination or expiration may result in Customer losing access to features, functionality, and Customer Data displayed through those features as described in Section 1.4.
Sections concerning accrued payment obligations, Customer Data, restrictions, intellectual property, confidentiality, indemnification, limitations of liability, dispute resolution, and any other provisions that by their nature should survive will survive expiration or termination of this Agreement.
In addition to Client Giant's other rights under this Agreement, Client Giant may suspend, pause, limit, or restrict Customer's access to or receipt of any or all Services if:
Client Giant's right to suspend Services does not obligate Client Giant to monitor or exert editorial control over Customer's use of the Services.
Suspension does not waive Customer's payment obligations or, unless Client Giant expressly agrees otherwise in writing, extend any applicable Subscription Term, Gifting Cycle, expiration period, or other time period.
As between Customer and Client Giant, data submitted, processed, or stored by Customer and its Users using the Services (collectively, "Customer Data") is owned by Customer, subject to Client Giant's rights to process, store, display, and otherwise use Customer Data as necessary to provide, operate, maintain, secure, and improve the Services and as otherwise described in this Agreement and Client Giant's Privacy Policy.
Customer is responsible for updating its Customer Data and for its use of such data.
Customer assumes sole responsibility for the integrity and accuracy of data entered into the Services, whether through manual entry, direct entry, integration, or bulk import.
Client Giant is not responsible for recognizing duplicate names, packages, plans, products, services, or orders submitted by Customer and will not issue refunds or credits for orders placed or purchased incorrectly by Customer.
Information regarding Client Giant's security and processing of Customer Data is located in Client Giant's Privacy Policy.
Ownership of Customer Data does not mean that every item of Customer Data must remain accessible through every Account Type.
The manner in which Customer Data is displayed, organized, analyzed, surfaced, or made accessible may depend upon Account Entitlements.
Accordingly, Customer acknowledges that downgrading, canceling, terminating, or failing to maintain an Account in good standing may result in certain Customer Data or representations of Customer Data becoming hidden, inaccessible, restricted, or unavailable through the Services.
Client Giant does not guarantee that Customer Data associated with discontinued or unavailable Account Entitlements will be retained indefinitely or will be recoverable if Customer later restores or upgrades its Account.
The Services are not designed or maintained to process, handle, or protect personally identifiable information or other sensitive data except for those limited categories of information expressly permitted under Client Giant's Privacy Policy or an applicable Order.
Except for such permitted information, Customer must not provide personally identifiable information or other sensitive data to Client Giant or through the Services.
Customer agrees to indemnify, reimburse, and hold harmless Client Giant from losses, liabilities, or expenses incurred as a result of Customer's provision of prohibited personally identifiable information or other sensitive data to Client Giant.
The Services constitute protected copyrighted material and valuable trade secrets of Client Giant.
Customer will not:
Customer is responsible for its Users' compliance with this Section and for maintaining the confidentiality of Users' login information. Login credentials may not be shared by multiple individuals except where Client Giant expressly permits such sharing.
Except with respect to Gifts purchased by Customer and Customer Data, Client Giant owns all right, title, and interest in and to:
(collectively, " Client Giant Property").
This Agreement is not an agreement of sale, and no ownership rights in Client Giant Property are transferred to Customer.
Client Giant reserves all rights not expressly granted by this Agreement. No licenses are granted by implication, estoppel, or otherwise except as expressly stated herein.
To the extent Customer or any User obtains any proprietary right in Client Giant Property, Customer hereby assigns to Client Giant, its successors, and assigns all right, title, and interest in such Client Giant Property.
Each Party may have access to confidential or proprietary information of the other Party that the receiving Party knows or reasonably should know is confidential because it is marked confidential, identified as confidential, or by virtue of the nature of the information or circumstances surrounding its disclosure ("Confidential Information").
The Services and non-public Client Giant Property constitute Client Giant Confidential Information.
Each Party will protect the other Party's Confidential Information using the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care.
Confidential Information does not include information that the receiving Party can demonstrate:
If disclosure is required by law or governmental authority, the receiving Party may make such disclosure provided that, to the extent legally permitted, it gives the disclosing Party timely notice and reasonably cooperates in efforts to limit the nature and scope of disclosure.
Upon written request following termination of a Subscription, documented Confidential Information owned by the requesting Party will be returned or destroyed, subject to applicable law, ordinary backup and retention practices, and Client Giant's rights and obligations regarding Customer Data.
The Parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, either Party may seek appropriate injunctive relief in addition to other available remedies without the need to post a bond.
Client Giant represents and warrants that the Services:
Customer represents and warrants that, with respect to Customer Data, Recipient information, databases, trademarks, trade names, service marks, logos, and other materials provided or made available by Customer (collectively, "Customer-Provided Materials"):
To the extent Customer requests Services involving Client Giant contacting Recipients, Customer will obtain all necessary consents and approvals from such Recipients and comply with applicable local, state, and federal laws and regulations.
Customer will indemnify, defend, and hold Client Giant harmless from claims resulting from Customer's failure to satisfy these obligations.
EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY.
CLIENT GIANT SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
CUSTOMER ASSUMES RESPONSIBILITY FOR ITS USE OF, AND RESULTS OBTAINED FROM, THE SERVICES.
WITHOUT LIMITING THE FOREGOING, CLIENT GIANT AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT THROUGH USE OF THE SERVICES; THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS; THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPLETELY SECURE; THAT ALL ERRORS WILL BE CORRECTED; OR THAT CUSTOMER'S SPECIFIC REQUIREMENTS WILL BE SATISFIED.
Client Giant will indemnify, defend, and hold Customer harmless from claims, actions, proceedings, demands, judgments, losses, liabilities, costs, and expenses, including reasonable attorneys' fees ("Claims"), arising from a third-party claim that Customer's authorized use of the Services in accordance with this Agreement and associated documentation infringes or misappropriates such third party's intellectual property rights.
Client Giant will have no such obligation to the extent the alleged infringement results from:
Customer will indemnify, defend, and hold Client Giant harmless from Claims by Customer, a User, Recipient, or third party that:
The Party seeking indemnification ("Indemnified Party") will promptly notify the Party obligated to provide indemnification ("Indemnifying Party") in writing of a Claim. Failure to provide prompt notice will relieve the Indemnifying Party of its obligations only to the extent actually prejudiced by such failure.
The Indemnifying Party will have sole control of the defense and settlement of the Claim, provided that any settlement requiring an admission of liability, affirmative obligation, or financial contribution from the Indemnified Party must be approved in advance in writing by the Indemnified Party.
The Indemnified Party will reasonably cooperate at the Indemnifying Party's expense and may, at its own expense, participate through counsel of its choosing.
EXCEPT FOR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, INDEMNIFICATION AND DEFENSE OBLIGATIONS, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CUSTOMER'S BREACH OF SECTIONS 4 OR 5, MISAPPROPRIATION OF CLIENT GIANT'S INTELLECTUAL PROPERTY RIGHTS, OR FEES PAYABLE BY CUSTOMER:
These limitations apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise; whether or not a Party was advised of the possibility of damages; and whether or not any remedy fails of its essential purpose.
If a Gift is lost, damaged, or otherwise does not conform to the applicable Gifting Plan or Order (a "Non-Conforming Gift"), Client Giant will, at its option, either replace the Non-Conforming Gift or reimburse Customer for the purchase price paid for that Gift (the "Gift Replacement").
Gift Replacement is Customer's sole and exclusive remedy with respect to a Non-Conforming Gift, and Customer waives all other remedies arising from or relating to such Non-Conforming Gift.
The Parties acknowledge that Client Giant has established its fees and entered into Orders in reliance upon the disclaimers and limitations set forth herein and that these provisions reflect an agreed allocation of risk and form an essential basis of the Parties' bargain.
Information on the Site may contain typographical errors, inaccuracies, or omissions, including with respect to descriptions, pricing, features, benefits, and availability.
Client Giant reserves the right to correct errors, inaccuracies, or omissions and to update information on the Site, subject to its contractual obligations and applicable law.
Client Giant may change, modify, update, add to, or remove portions of the Site or Services from time to time.
Client Giant does not guarantee that the Site or Services will be available at all times or at any particular time. Hardware, software, telecommunications, maintenance, third-party provider issues, or other circumstances may result in interruptions, delays, or errors.
Except as expressly provided in this Agreement or required by applicable law, Client Giant will not be liable for losses or inconvenience caused by temporary inability to access or use the Services.
Nothing in this Agreement obligates Client Giant to maintain any particular feature indefinitely or provide any particular correction, update, or release.
Client Giant has not agreed and does not agree to treat as confidential suggestions or ideas provided by Customer or its Users regarding the Services ("Feedback").
Client Giant may use, profit from, disclose, publish, or otherwise exploit Feedback without compensation or obligation to Customer or its Users.
Feedback does not include Customer Confidential Information or Customer Data.
The Site may contain links to third-party websites ("Third-Party Websites") and may provide access to articles, photographs, text, graphics, designs, music, sound, video, applications, software, and other materials originating from third parties ("Third-Party Content").
Client Giant is not responsible for the accuracy, appropriateness, completeness, availability, privacy practices, policies, products, or services of Third-Party Websites or Third-Party Content.
Inclusion of or linking to Third-Party Websites or Third-Party Content does not constitute Client Giant's endorsement.
Customer accesses and uses Third-Party Websites and Third-Party Content at its own risk and should review the applicable third party's terms and privacy practices.
Notices under this Agreement will be in writing and may be delivered by U.S. mail, overnight delivery service, confirmed email, or personal delivery.
Notice will be deemed delivered when received or, for overnight delivery, one business day after deposit with an overnight delivery service for next-day delivery.
Notice will be provided to Customer at the address or email address associated with Customer's Account or applicable Order and to Client Giant at:
Client Giant, Inc.
19762 MacArthur Blvd, Suite 210
Irvine,
CA 92612
Attn: CFO
Client Giant may update its notice address by updating this Agreement.
Except where specifically provided otherwise, termination of this Agreement will be without prejudice to any other rights or remedies available to either Party at law or in equity.
If performance of any part of this Agreement by a Party is prevented, hindered, delayed, or made commercially unreasonable by circumstances beyond that Party's reasonable control, including natural disaster, flood, fire, riot, governmental or judicial action, labor dispute, failures of hosting, internet, telecommunications, logistics or delivery providers, sabotage, criminal interference, supply-chain disruption, or similar events (a "Force Majeure Event"), the affected Party will be excused from performance to the extent affected by the Force Majeure Event.
This provision does not excuse Customer's obligation to pay fees or amounts already due.
The affected Party will provide reasonably prompt notice of a Force Majeure Event materially affecting its performance.
Nothing in this Agreement creates a partnership, joint venture, franchise, fiduciary, or employer-employee relationship between Client Giant, Customer, or any User.
Client Giant performs the Services as an independent contractor.
Neither Party is an agent of the other or authorized to make representations, contracts, or commitments on behalf of the other.
No person who is not a Party to this Agreement, including a Recipient or User, is an intended third-party beneficiary or has a right to enforce this Agreement.
READ THIS SECTION CAREFULLY. IT REQUIRES THE PARTIES TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH RELIEF MAY BE SOUGHT.
If a Party believes the other Party has breached this Agreement, it will provide written notice describing the alleged breach. The Parties will engage in good-faith negotiations for 30 days following receipt of such notice before commencing arbitration or other legal proceedings, except where this Agreement expressly permits immediate relief.
If the Parties cannot resolve the dispute through good-faith negotiations, any claim, dispute, or controversy arising out of or relating to the Services, this Agreement, an Account, an Order, a Subscription, a Plan, or an alleged breach thereof, including disputes regarding interpretation, applicability, enforceability, or formation (collectively, "Claims"), will be resolved exclusively through binding arbitration administered by JAMS under its applicable rules and Optional Expedited Procedures then in effect, except for disputes expressly excluded below.
The arbitration will be confidential and conducted in Los Angeles, California, in English unless the Parties agree otherwise.
Each Party will have the right to participate in selection of the arbitrator. The arbitrator may be selected by mutual agreement or under JAMS procedures if the Parties cannot agree.
Unless otherwise agreed, the arbitrator will be an attorney licensed to practice in the jurisdiction where the arbitration occurs or a retired federal or state judicial officer who presided in that jurisdiction.
Payment of filing, administration, arbitrator fees, and costs will be governed by JAMS rules. The arbitrator's award may include costs of arbitration, reasonable attorneys' fees where permitted under this Agreement or applicable law, and reasonable expert and witness costs. Judgment on an award may be entered in any court of competent jurisdiction.
Nothing herein prevents either Party from seeking injunctive or equitable relief as necessary to prevent actual or threatened infringement, misappropriation, unauthorized access, or violation of that Party's data security, intellectual property, or other proprietary rights.
THE PARTIES AGREE THAT CLAIMS MUST BE BROUGHT IN THEIR INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING.
Unless the Parties agree otherwise, the arbitrator may not consolidate the claims of more than one person.
BY ENTERING INTO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING TO THE EXTENT PERMITTED BY LAW.
The foregoing informal negotiation and arbitration provisions do not apply to:
If any portion of this arbitration provision is found illegal or unenforceable, the unenforceable portion will be severed to the extent legally permissible, and any dispute that cannot lawfully be arbitrated will be resolved by a court of competent jurisdiction.
This Agreement will be governed by the laws of the State of California without regard to conflict-of-law principles that would require application of another jurisdiction's laws.
In any dispute between the Parties concerning this Agreement, the prevailing Party will be entitled, to the extent permitted by applicable law, to recover its reasonable attorneys' fees and costs.
No waiver of any provision of this Agreement will be valid unless in writing and signed by the Party against whom the waiver is sought to be enforced.
Failure to enforce any right will not constitute a continuing waiver of that right or a waiver of another right.
If any provision of this Agreement is found unlawful, void, or unenforceable, it will be construed or limited to the minimum extent necessary to make it enforceable where possible. Otherwise, it will be severed, and the remaining provisions will remain in full force and effect so long as doing so does not materially alter the intent or economics of the Agreement.
Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.
Notwithstanding the foregoing, Client Giant may assign this Agreement without Customer’s consent in connection with a merger, consolidation, reorganization, change of control, sale of all or substantially all of its assets, or similar transaction.
This Agreement will bind and benefit the Parties’ respective successors and permitted assigns.
Customer consents to receive electronic communications and agrees that agreements, notices, disclosures, and other communications Client Giant provides electronically, including by email or through the Site, satisfy any legal requirement that such communication be in writing to the extent permitted by applicable law.
Customer agrees to the use of electronic signatures, contracts, Orders, and other records and to electronic delivery of notices, policies, and records relating to transactions initiated or completed through Client Giant or the Site.
To the extent permitted by applicable law, Customer waives requirements for original signatures or non-electronic delivery or retention of records.
This Agreement and any Order may be executed in counterparts, each of which will be deemed an original and all of which together constitute the same instrument.
Electronic signatures, facsimile signatures, and scanned or digitized images of handwritten signatures will have the same force and effect as original manual signatures to the extent permitted by applicable law.
Section headings are for reference and convenience only and will not affect interpretation of this Agreement.
The relationship created by this Agreement is non-exclusive.
This Agreement, together with applicable Orders and any policies or additional terms expressly incorporated by reference, constitutes the entire agreement between Client Giant and Customer concerning its subject matter and supersedes prior proposals, negotiations, representations, and written or oral communications regarding that subject matter.
The Parties may exchange purchase orders, acknowledgments, confirmations, invoices, or other documents containing terms different from or additional to this Agreement. Each Party objects to such different or additional terms, and such terms will have no force or effect unless expressly agreed in writing by authorized representatives of both Parties.
Terms and conditions expressly incorporated into this Agreement by hyperlink or reference are incorporated by reference.
If there is a conflict or inconsistency between this Agreement and an Order, this Agreement will control unless the Order expressly states that it supersedes a particular provision of this Agreement and specifically identifies the provision being superseded.
Client Giant uses light internal AI tools to:
Client Giant does not:
Future AI-enhanced gift solutions may be introduced; use of such features will remain subject to these Terms.