NIFT NETWORKS PLATFORM

TERMS OF SERVICE


Thank you for using Nift!

What follows is a legally binding agreement. We encourage you to read it carefully and look forward to working with you.

This Nift Networks Platform Terms of Service Agreement (the “​Agreement”)​ is made and entered into between Nift Networks, Inc. (​“Nift Networks”)​ and the customer that has registered with Nift Networks to use the Nift Networks Platform (“​you”​). This Agreement sets forth the terms and conditions for your use of the Nift Networks Gifts Management Platform (the “​Nift Networks Platform”)​ , which enables merchants to distribute offers and rewards (“​Gifts”​) to customers of merchants on the Nift Networks Platform (​“Consumers”)​ via the Nift Networks website available at http://www.gonift.com, i​ ncluding any subdomains thereof, and any other websites through which Nift Networks makes its services available, our mobile, tablet and other smart device applications, and application program interfaces, and all associated services, (collectively, "​the Site")​ . I​ f you are accessing and using the Nift Networks Platform on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. In that case, “you” and “your” will refer to that company or other legal entity.

  1. Gifts.

    1.     1.1   Our goal is to match people with the best possible gift for them to discover a great neighborhood business. To that end, Nift Networks will host and manage the Nift Networks Platform, including the collection and analysis of consumer information and transaction data, the selection and presentation of optimal Gifts for Consumers based on such information, and issuing Gifts you define and select to be offered to Consumers. You may only use the Nift Networks Platform to manage Gifts available for redemption at your own location(s); you may not use the Nift Networks Platform to manage Gifts for other merchants on the Nift Networks Platform. Consumers may receive Gifts via email, mobile app, the Nift Networks website, or physical presence and redeem them with the business that created the Gift through the Nift Networks Platform.


  2. Y​our Responsibilities.

    1.     2.1   As part of the account creation process, you will create an administrative username and password for your account. You will determine the access controls for your authorized users, and you are responsible for the activity occurring under your account by your authorized users.

    2.     2.2   Data helps us introduce folks to businesses they’ll love. Data that you upload (or have uploaded on your behalf as described in Sections 2.3(iii) and (iv) below) to the Nift Networks Platform about your business and Consumers, including Consumer List Information (defined below) (“​Merchant Data”​) shall be and shall remain your property. You hereby grant Nift Networks a perpetual, royalty-free, non-exclusive, sublicenseable license to use Merchant Data and to aggregate (including with third party data), or otherwise manipulate, or create derivative works from, Merchant Data for the purpose of making available the Nift Networks Platform.

    3.     2.3   Nift gifts are a great way to thank existing customers. You will select individual Consumers for whom you wish to offer Gifts by selecting the applicable Consumer from your Consumer list on the Site (​“Consumer List”)​. You are responsible for creating your Consumer List by (i) inputting individual Consumer information (such as name and email address) (​“Consumer List Information”)​ on the Site, (ii) importing a file containing Consumer List Information, (iii) associating your account with your compatible POS, CRM or loyalty system on the Site, and/or (iv) associating your account with your credit card payment processor, and providing permission for Nift Networks to receive and analyze your customer transactions.

    4.     2.4   You will honor any Gifts you choose to offer and distribute to Consumers, allowing Consumers to redeem Gifts at your location(s) while such Gifts are valid. You may not refuse or limit redemption of Gifts with respect to value, eligible location(s), eligible times, or eligible products or services, unless specified in the terms and conditions of the Gift at the time of Gift creation. You may add or remove Gifts at any time. In the event that a gift is removed, it will no longer be offered to new customers, but you will be asked to honor any outstanding gift selections.

    5.     2.5   You commit to honor gifts and treat everyone--regardless of race, religion, national origin, ethnicity, disability, sex, gender identity, sexual orientation or age--with respect, and without judgment or bias.


  3. F​ees.

    1.     3.1   You may create an account on the Nift Networks Platform for no charge. You agree to pay, and authorize Nift Networks's third party payment processor to charge using your selected payment method, for all applicable fees and taxes that may accrue in relation to Gifts redeemed by Consumers at your location(s) (“​Gift Fees”​). You are responsible for providing complete and accurate billing and contact information to us. You acknowledge and agree that Nift Networks is not responsible to you or your customers for their failure to redeem any Gifts prior to the date on which such Gift becomes invalid (the ​“Gift Expiration Date”).

    2.     3.2   You must keep your billing information promptly up-to-date and accurate. If your billing information is (or becomes) inaccurate or false, we reserve the right to suspend or terminate your account and your access to the Nift Networks Platform in addition to any other remedies that are available to us.

    3.     3.3   Gift Fees are accrued and due to Nift Networks only when a Consumer redeems your Gift. At the time of account setup, you set 1) a maximum monthly spend budget (“​Monthly Budget”​) and 2) a maximum cost per redemption (a/k/a the​ “Maximum Cost Per Customer”)​ . Nift Networks will charge up to but no more than the Maximum Cost Per Customer for each Gift redemption. Moreover, Nift Networks will charge up to but no more than the Monthly Budget in a given month. The Monthly Budget and Maximum Cost Per Customer may be modified at any time.


  4. C​ancellation and Termination.

    1.     4.1   You may cancel your account at any time by providing us thirty (30) days prior written notice. Upon receipt of such notice Nift Networks will cease distribution of Gifts on the Nift Networks Platform on your behalf. You will remain responsible for honoring Gifts issued prior to the date of account termination notice, pursuant to Paragraph 2.4, for thirty (30) days following account termination. You are responsible for the Gift Fees associated with any rewards redeemed during this period.

    2.     4.2   Nift Networks may suspend your access to the Nift Networks Platform and/or terminate your account if: (a) you breach any material provision of this Agreement that, (if it is capable of being cured) is not cured within 15 days from written notice to you (and 5 days in the case of non-payment); or (b) Nift Networks reasonably determines that your use of the Nift Networks Platform will cause legal liability for Nift Networks, its suppliers or any person. Upon the cancellation or termination of this Agreement, the rights granted herein will automatically terminate, and you may not continue to use the Nift Networks Platform. Nift Networks will not be liable for any costs, losses, or damages as a result of exercising its termination rights in this Agreement.


  5. D​isclaimers.

    1.     5.1   The Nift Networks Platform is provided “AS IS” and on an “AS AVAILABLE” basis. Nift Networks does not guarantee that the operation of the Nift Networks Platform will be error free or uninterrupted. Nift Networks HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Nift Networks will not be liable to you or your Consumers for any failures, delays and/or interruptions in the delivery of any Gifts, due to any event outside Nift Networks's reasonable control.


  6. R​epresentations.​ You represent and warrant that: (a) you have the requisite power and authority to enter into, deliver and perform the obligations under this Agreement; (b) this is a valid and legally binding Agreement enforceable against you; and (c) you will comply with all applicable laws and regulations and the terms of this Agreement.

  7. O​wnership.​ Nift Networks owns all right, title and interest in and to the Nift Networks Platform, the Site, all data and information collected and stored on or through the foregoing (other than Merchant Data) (Nift Networks Data”) and all intellectual property rights therein. Except for the rights granted to you herein, nothing else in this Agreement gives you any right or license to use, reproduce, display or distribute (electronically or otherwise) any technology or intellectual property rights in the Nift Networks Platform, the Site or Nift Networks Data.

  8. I​ndemnification.​ You will defend, indemnify and hold Nift Networks harmless from any settlement, damage award, liability or cost Nift Networks incurs in connection with a claim brought against Nift Networks by a third party arising out of or related to: (a) any Gifts, or any claim that your Merchant Data infringes the rights of, or has caused harm to, a third party; (b) a violation by you of your representations and warranties; or (c) a breach by you of this Agreement. Nift Networks will promptly notify you in writing of such claim. You will have sole control of the defense and settlement of the claim, and Nift Networks will reasonably cooperate with you in the defense and/or settlement thereof at your expense; provided that Nift Networks may participate in such defense using its own counsel, at its own expense.

  9. L​imitation of Liability.​ IN NO EVENT WILL Nift Networks BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE NIFT NETWORK PLATFORM, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE Nift Networks PLATFORM, OR FOR ANY INFORMATION OBTAINED FROM OR THROUGH THE Nift Networks PLATFORM, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Nift Networks's aggregate liability exceed the Gift Fees payable in the 12 month period prior to the event that gave rise to the claim.

  10. Changes.​ We may modify this Agreement at any time, in our sole discretion. If we do so, we'll let you know either by posting the modified Agreement on the Site or through other communications. It's important that you review the Agreement whenever we modify it because if you continue to use the Services after we have posted the modified Agreement on the Site or have otherwise notified you, you are indicating to us that you agree to be bound by the modified Agreement. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

  11. General.​ This Agreement is not intended to benefit any third party. This Agreement is also not intended to create an agency, partnership, association, joint venture, employee-employer, or franchiser-franchisee relationship between us. This Agreement will be governed and construed by the laws of the State of California, and without giving effect to any conflict of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Francisco County, California and you consent to such personal jurisdiction and venue. If any provision in this Agreement is found to be void or unenforceable, the remaining provisions will remain in full force and effect. You may not assign this Agreement, in whole or in part, without Nift Networks's prior written consent. Any attempt to assign this Agreement other than as permitted above will be null and void. This Agreement constitutes the complete and exclusive understanding and agreement between us regarding their subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to their subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives from both of us.

Thank you for reviewing this Agreement. If you have any questions please email us at members@gonift.com.​