Terms of Service

These Terms of Service (the "Terms") constitute a binding agreement between APPS 4 SELLERS CORP, a company incorporated in the state of Florida, United States, with its address at 470 Ansin Blvd, Suite K, Hallandale Beach, FL 33009 ("gifty", "we"), and the natural or legal person that installs, contracts, accesses or uses the gifty platform (the "Merchant" or "you"). If you accept on behalf of a company, you represent that you have sufficient authority to bind it; if you do not, you must not use the Service.

In these Terms: the "Service" is gifty's software platform to create, sell, issue, deliver, manage, reconcile and redeem gift cards, including the dashboard, the integrations, the APIs, the documentation and the associated communications; a "Gift card" is the stored-value instrument that the Merchant issues and sells through its store; the "Ecommerce Platform" is the third-party system (for example, Tiendanube) on which the Merchant's store operates; the "Merchant Data" is the data that the Merchant uploads or generates in the Service, including the personal data of its buyers and recipients.

You accept these Terms by installing the application, creating an account, marking acceptance during onboarding or using the Service, whichever occurs first. The Privacy Policy, the Gift Card Conditions, the Data Processing Agreement (DPA) and the conditions of the contracted plan are incorporated by reference and form part of the agreement. If any document conflicts with another, the one most specific to the matter in question prevails, and over all of them the applicable mandatory law prevails.

The Service is directed exclusively at businesses and professionals, not at end consumers. To use it you must be of legal age under the law of your country, have legal capacity to enter into agreements and operate a legitimate store on a compatible Ecommerce Platform. We may refuse, condition or revoke the creation of an account for reasons of risk, fraud, sanctions, regulatory non-compliance or abuse, disclosing the reason where the law permits.

You are responsible for all activity that occurs under your account. This includes: keeping credentials, tokens and access codes confidential; limiting access to authorized persons with the least privilege necessary; keeping contact, tax and billing information up to date; and notifying us immediately at hola@crossup.ai if you suspect unauthorized access or a credential compromise. We are not responsible for losses arising from a breach of these safekeeping obligations, to the extent permitted by law.

The information you declare when registering and throughout the relationship must be truthful, complete and current. Declaring false information, operating an unlawful store or impersonating a third party is grounds for immediate termination.

Gifty allows the Merchant to create and publish gift card products in its store, collect their sale through the payment methods of its Ecommerce Platform, issue and deliver the gift cards to buyers and recipients through digital channels (email, WhatsApp, link or others), manage values and expirations, record single-use redemptions and reconcile the operation. The specific features available depend on the contracted plan, the country, the Ecommerce Platform and the providers involved.

The Service is a software tool. Gifty does not process or hold the funds from the sale of gift cards (which flow through the Merchant's payment methods), is not a party to the sale between the Merchant and its customers, does not guarantee commercial results and does not provide legal, accounting or tax advice. No feature, help text or template provided by gifty replaces the professional advice the Merchant may need for its jurisdiction.

Toward the buyer and the recipient, the Merchant is the issuer, seller and commercial obligor of each gift card: it defines price, face value, currency, validity period, restrictions, taxes, refund policy and redemption conditions within what the applicable law permits; it must disclose those conditions before purchase; it must honor every validly issued gift card that has a balance; and it must handle consumer claims in accordance with the consumer protection rules of its country (for example, Argentina's Consumer Protection Law 24,240 or Brazil's Consumer Defense Code).

Gifty provides the technological infrastructure and does not assume the Merchant's commercial liability, nor the redemption obligation, nor debts toward consumers, unless a mandatory rule provides otherwise. If an authority, platform or consumer directs a claim to us that belongs to the Merchant, we will forward it and the Merchant must handle it diligently and hold us harmless under the terms of Section 13.

In addition to the obligations set out in the rest of these Terms, the Merchant undertakes to:

• Comply with all laws applicable to its activity and to the issuance of gift cards, including consumer protection, fair trade, advertising, tax, anti-money-laundering, invoicing and personal data protection rules.
• Clearly disclose, before purchase, the essential conditions of each gift card: price, value, currency, validity period, redemption channels, restrictions and return policy.
• Periodically reconcile sales, issuances, balances, redemptions, returns, chargebacks and expirations, and notify us of any relevant discrepancy, pausing risky operations while it is investigated.
• Have a valid legal basis, privacy notices and valid consents for the personal data of buyers, recipients and contacts that it uploads or has processed in the Service.
• Use communications (emails, WhatsApp, links) only for the operational purposes of the gift card or with the consent the law requires for marketing, always including sender identification and an opt-out mechanism.
• Be answerable for the acts and omissions of its administrators, employees and collaborators who use the account as if they were its own.

When using the Service, the Merchant and its authorized users may not:

• Use the Service for illegal, deceptive or fraudulent activities, including pyramid schemes, money laundering, illicit financing or the sale of prohibited goods or services.
• Issue gift cards without real backing, with misleading conditions, or alter their conditions retroactively to the detriment of someone who has already purchased.
• Circumvent technical or plan limits, share credentials to exceed the contracted users, or resell the Service without written authorization.
• Interfere with the security, availability or integrity of the Service, including unauthorized penetration testing, abusive scraping, injection of malicious code or the deliberate upload of data designed to cause harm.
• Reverse engineer, decompile or attempt to extract the Service's source code, except to the extent a mandatory law expressly permits it.
• Use the Service to send unsolicited bulk communications (spam) or to collect personal data without a legal basis.
• Impersonate gifty, use our brand beyond what is authorized or present the Service as its own.

We may preventively suspend, in a proportionate and documented manner, the features affected by a use that violates this section, while we investigate, in accordance with Section 12.

Access to the Service is contracted by subscription according to the chosen plan. The commercial offer in force at the time of contracting states the price, currency, billing cycle, trial period if any, usage limits and variable charges. Unless the offer states otherwise, amounts are charged in advance at the start of each cycle, do not include taxes, and the subscription renews automatically for equal periods until effective cancellation.

If there is a trial period, at its end billing of the chosen plan begins unless previously canceled. You authorize gifty and its payment processors to debit the charges from the registered payment method, and you undertake to keep it valid and funded. Prices may be updated with reasonable prior notice —never less than thirty days for increases— effective from the following cycle; if you do not accept the new price, you may cancel before it takes effect.

In the event of non-payment we may retry the charges, apply proportionate restrictions on functionality and, if the default persists, suspend or terminate the Service in accordance with Section 12, without that extinguishing the amounts accrued. Refunds are governed by the plan's offer and by applicable law. Each party is responsible for its own taxes; the Merchant must keep its tax and billing information up to date.

Each party complies with the data protection laws applicable to it, including, as the case may be, Argentina's Law 25,326 and Brazil's LGPD. With respect to the personal data of buyers, recipients and contacts that the Merchant uploads or has processed in the Service, the Merchant acts as controller and gifty as processor, under the terms of the DPA. The Merchant warrants that it has a valid legal basis, valid notices and consents, applies minimization and attends to the data subjects' rights. The processing that gifty carries out as controller (account, billing, security, sites) is described in the Privacy Policy.

Each party will protect the other's confidential information with at least the same care it applies to its own —never less than reasonable—, will use it only to perform this agreement and will disclose it only to those who need to know it under equivalent confidentiality duties. If an authority requires the disclosure of confidential information, the required party will limit the disclosure to what is strictly required and will notify the other when the law permits. These obligations survive the termination of the agreement.

Gifty and its licensors retain all rights in the Service, its code, interfaces, design, brand, documentation, templates and improvements, including those derived from suggestions. During the term of the agreement we grant you a limited, non-exclusive, non-transferable and revocable license to use the Service in accordance with these Terms. No right is transferred beyond that license.

The Merchant retains ownership of its brand, its designs, its content and its Merchant Data, and grants us the limited license necessary to host, process, display and transmit them for the sole purpose of providing, protecting and improving the Service. The Merchant warrants that its content and its contact lists are lawful and do not infringe third-party rights.

If you send us suggestions or feedback, we may use them to improve the Service without obligation of compensation or attribution, without that implying disclosing your confidential information or using your brand without permission.

The Service operates integrated with third-party platforms and providers: the Merchant's Ecommerce Platform, payment methods, messaging, email, hosting and others. Those services are governed by their own terms and policies, which the Merchant accepts directly with each provider, and they may change, limit their API, charge their own fees or cease operating without gifty controlling it.

We will make reasonable efforts to keep the integrations working and to give notice of material changes that affect them, but we are not answerable for third-party failures, decisions or changes. If an essential integration becomes permanently unavailable, either party may terminate the affected part of the Service in accordance with Section 12, without penalty on that account.

We apply reasonable engineering measures to keep the Service available, secure and performant, including monitoring, redundancy and incident response. Even so, no online service is free of interruptions: scheduled maintenance —which we will try to announce and perform during low-impact hours—, failures of the internet, the Ecommerce Platform, payments, messaging, hosting or other third parties may affect availability. We will report material incidents in accordance with the law and the DPA.

We provide support through the channels published in the Service, during reasonable business hours and with priority according to plan and impact. We may improve, modify, replace or discontinue features. If a change materially reduces a core feature of a paid plan, we will give reasonable advance notice and you may cancel without penalty if you do not accept it. Features marked as beta, experimental or early access are offered as-is, may change or be withdrawn without notice and carry no availability or support commitment.

The Merchant may cancel its subscription at any time through the plan's flow or by uninstalling the application; the cancellation takes effect at the close of the paid cycle, unless the offer or the law provides otherwise. Gifty may suspend the Service in whole or in part, or terminate the agreement, upon a material breach of these Terms, fraud or well-founded suspicion of fraud, legal or security risk, non-payment, abuse of the Service or an order of a competent authority.

Where reasonable given the severity and urgency, we will give prior notice and a period to cure before suspending or terminating; in cases of serious risk, fraud or legal mandate, the measure may be immediate, with subsequent notice. Any suspension will be proportionate to the problem that motivates it and will be lifted when the cause disappears.

Upon termination: the licenses to use are extinguished; the accrued amounts remain due; and the provisions that by their nature must survive remain in force (confidentiality, intellectual property, limitations of liability, indemnity, governing law). For a reasonable period thereafter we will offer the export of the Merchant Data in a standard format; once that period expires we will delete or anonymize the data in accordance with the DPA, the backup cycles and the law. Termination does not release the Merchant from its obligations toward consumers for the gift cards already issued.

To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available". We do not warrant that it will be uninterrupted or error-free, nor do we warrant sales, revenue or commercial results, nor the Merchant's regulatory compliance, nor the conduct of third parties. Nothing in these Terms excludes rights that the law declares non-waivable or warranties that cannot be excluded.

To the maximum extent permitted by applicable law: neither party is liable for indirect damages, lost profits, loss of opportunity, of data or of reputation that were not reasonably foreseeable; and gifty's aggregate liability for all claims arising from the agreement is limited to the total actually paid by the Merchant to gifty in the twelve months prior to the event that gives rise to the claim. These limitations do not apply where the law prohibits them, nor to damages caused by willful misconduct or gross negligence, nor to payment obligations, nor to the breach of confidentiality or intellectual property, nor to the illegal use of the Service, nor to the indemnity obligation.

The Merchant will hold gifty, its directors, employees and providers harmless against third-party claims —including consumers and authorities— arising from its store, its gift cards, its content, its instructions or its breach of the law or of these Terms, including reasonable defense costs and fees, except to the extent the claim was caused by gifty. We will notify the claim promptly and will allow the Merchant to participate reasonably in the defense; no settlement imposing obligations on gifty will be entered into without our consent.

Neither party will be liable for non-performance or delay caused by events beyond its reasonable control, including acts of God, natural disasters, widespread power or internet outages, failures of essential providers, third-party labor disputes, acts of authority, war, terrorism or large-scale cyberattacks, for as long as the impediment lasts and to the extent of the impact. The affected party will notify the other as soon as reasonable, will mitigate the effects and will resume performance when the cause ceases. This section does not excuse payment obligations already accrued.

Before initiating any action, the parties will attempt to resolve the dispute in good faith for thirty days from the written notice. Unless a mandatory rule provides otherwise, these Terms are governed by the laws of the state of Florida, United States, and disputes are submitted to the competent courts of Broward County, Florida. The mandatory venues and protections that correspond to the Merchant or to consumers in matters of consumer protection and personal data in their country always remain available.

We may update these Terms. Material changes will be dated, announced with reasonable advance notice through the Service or by email and, where applicable, will require new acceptance; continued use after the effective date implies acceptance of non-material changes. Notices to gifty are sent to hola@crossup.ai; notices to the Merchant are sent to the account email or published in the Service.

If a provision is found invalid, the rest retains full force and the provision is replaced by a valid one of equivalent effect. The failure to exercise a right does not imply a waiver. The Merchant may not assign the agreement without our written consent; gifty may assign it to an affiliate or in the framework of a corporate reorganization that assumes these obligations. These Terms, together with the incorporated documents, constitute the entire agreement between the parties on their subject matter. Contact: APPS 4 SELLERS CORP, 470 Ansin Blvd, Suite K, Hallandale Beach, FL 33009, United States — hola@crossup.ai.