(Last updated 1/2/2020)
These Terms and Conditions describe the services offered by us and form a contract between you, the user, and Gift A Panda, LLC. These Terms and Conditions must be accepted in order to use the Site and purchase our Products.
BY USING THIS SITE, USERS AGREE TO BE BOUND BY THE TERMS OF THESE TERMS AND CONDITIONS. ANY USERS WHO DO NOT AGREE WITH THESE TERMS SHOULD NOT USE THIS SITE.
References to “Dispute” mean any claim, conflict, controversy, disagreement between the parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any Terms contemplated by the Terms.
References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching party would wish to immediately terminate these Terms because of that breach.
References to the “Product” mean any and all products offered by us, including but not limited to gift boxes, gift cards, and/or vendor vouchers for experiences.
References to the “Site” mean the Web site bearing the URL www.giftapanda.com as well as any other Sites owned and/or operated by us.
References to the “Terms” and/or “Agreement,” mean this, these Terms and Conditions as set forth herein.
References to “us,” “we,” “our,” and/or “Gift A Panda,” mean Gift A Panda, LLC, a Delaware limited liability company.
References to “you,” and/or “User” mean the User of the Site and/or purchaser of a Product.
1.2. Agreement to be Bound.
The following Terms and Conditions, together with the relevant information set out on this Site, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and other materials are subject to the Terms and Conditions set forth below. Please read them carefully as any of use of this Site constitutes an agreement, without acceptance, to be bound thereby by the User. By using the Site or otherwise purchasing a Product, you represent that you are at least eighteen (18) years old, have read and understand the Terms and Conditions, and that you agree to be bound by these Terms and Conditions as set forth below.
2.1. Accuracy, Completeness, and Timeliness of Information Provided via the Site.
We are not responsible if information made available on the Site is not accurate, complete, or current. You acknowledge that the Site and the Products are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. This includes but is not limited to financial, healthcare, and/or legal decisions, actions, or failures to act, or any other undertakings. Any reliance on the Site and/or the Products is at your own risk.
2.2. Errors in Web Site or Products.
We do not warrant that any errors in the Site will be corrected.
2.3. Modifications and Changes to Terms and Conditions.
We may modify, add to, suspend, or delete these Terms and Conditions or other agreements, in whole or in part, in our sole discretion at any time, with such modifications, additions, or deletions being immediately effective upon their posting to the Site and/or emailing to our registered Users. Your use of the Site after modification, addition, or deletion of these Terms and Conditions shall be deemed to constitute acceptance by you of the modification, addition, or deletion.
2.4. Modifications and Changes to the Web Site, Products Offered.
We may modify, add to, suspend, or delete any aspect of this Site or any Products offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions, or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.
2.5. Access to Site.
Though we try to make the Site available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Site will be available at all times.
We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Site.
2.6. Right of Refusal, Limitation, Discontinuation, and Termination.
We reserve the right to refuse to provide access to the Site or purchase of a Product for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel a User Account (as defined below) for any reason whatsoever, as allowable by law. In the event that we make a change to or cancel an Account, we may attempt to notify you by contacting the e-mail provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Account termination.
2.7. Prohibited Uses of Site and Products.
In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Site and/or Products: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Site; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of the Site; (l) for money laundering purposes or other criminal activity; or (m) for the purchase of alcohol and other age-restricted goods and services. We reserve the right to terminate your use of the Site for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.
2.8. No Endorsement.
We do not endorse or otherwise promote the experiences and activities that may be offered by our affiliate vendors. As a result, we do not guarantee or ensure the quality of experience or any vendor. You are strongly encouraged to research any and all experiences and vendors prior to making any purchase. We do not and cannot ensure that a vendor will actually complete a transaction. If you rely on any of the information provided by or on the Site, you do so at your own risk.
2.9. Product Fulfillment.
By placing an order for a Product, you agree and acknowledge that we do not have affiliate relationships with all advertised vendors and/or for all experiences. Absent an affiliate relationship, Products may be delivered as a Visa pre-paid debit card, which requires activation on our Site and is intended to be used for the specified experience.
3.1. Online Accounts.
3.2. Transfer Prohibited.
You agree you shall not sell, trade or transfer that Account to any other person or entity.
3.3. Right to Monitor.
We shall have the right to monitor your Account in our sole and exclusive discretion.
3.4. Account Guidelines.
The Site may contain the ability for Users to interact with each other via comment and discussion areas or through interaction on social media ("Interactive Area.”) By participating in an Interactive Area, all Users agree and acknowledge that they:
Shall not upload, distribute or otherwise publish to the Site any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material; and
Shall not threaten or verbally abuse other Users, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages or "spam”; and
Shall not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to all or part of the Interactive Area and use of the Site; and
Shall not personally attack another User. Personal attacks are a direct violation of these Terms and Conditions and are grounds for immediate and permanent suspension of access to all or part of the Interactive Area and use of the Site; and
Shall not use the Interactive Area to distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services except for the sale of goods in the scope envisioned by the express purpose of the Site; and
Shall not upload, post or otherwise transmit any content that violates any law or engage in activity that would constitute a criminal offense or give rise to a civil liability; and
Shall not post unauthorized commercial communications (such as spam); and
Shall not upload, post or otherwise transmit any content that advocates or provides instruction on illegal activity or discuss illegal activities with the intent to commit them; and
Shall not upload, post or otherwise transmit content that does not generally pertain to the designated topic or theme of any Interactive Area; and
Shall not impersonate any person or entity, including, but not limited to, any of our employees, or falsely state or otherwise misrepresent your affiliation with any person or entity; and
Shall not interfere with any other User's right to privacy, including by harvesting or collecting personally-identifiable information about other Users of our Interactive Area or posting private information about a third-party; and
Shall not engage in unlawful multi-level marketing, such as a pyramid scheme; and
Shall not upload, post or otherwise transmit any content, software or other materials which contain a virus or other harmful or disruptive component; and
Shall not interfere with or disrupt the Site and/or the Interactive Area or the servers or networks connected to the same, or disobey any requirements, procedures, policies or regulations of networks connected to the Site and/or the Interactive Area; and
Shall not facilitate or encourage any violations of these Terms and Conditions or our policies.
Users agree further and acknowledge that any profile they create may be edited, removed, modified, published, transmitted, and displayed by us, and they waive any rights they may have in having the material altered or changed in a manner not agreeable to them.
3.5. Rights in Submissions.
Should you submit, display, publish or otherwise post any content to an Interactive Area, (“Submissions,”) you agree to grant to us and our partners and affiliates a limited, non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such Submissions in any and all media now known or hereinafter developed for hosting, indexing, caching, distributing, tagging, marketing, and for all other lawful purposes without the requirement to make payment to or seek permission from you or to any third party.
You represent and warrant that you own or have a valid license to use any and all Submissions and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any Submissions does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.
3.6. Right to Monitor.
We shall have the right to monitor your Account and any Submissions in our sole and exclusive discretion.
3.7. Customer Support.
Customer support regarding your Account or any Product purchase may be reached Monday through Friday from 9 a.m. to 5 p.m. EDT/EST via a secure message sent via your Account, Web chat, or via our customer support phone lines available at 650-517-6645. Alternatively, Users may contact us via email at email@example.com. We strive to return support requests within forty-eight (48) business hours, excluding U.S. federal holidays.
4.1. Sales Price.
The sale price for our Products is as set forth on the checkout page and at the point of sale. Taxes, to the extent applicable, shall be included at the point of sale. Sales prices are subject to change at any time in our sole and exclusive discretion or that of our affiliated vendors.
4.2. Processing & Handling Fees
In the event a Product purchase includes a gift box, please note that the sales price of the gift box includes a ten percent (10%) processing and handling fee that will be deducted from the ultimate value added to the included gift card or merchant voucher.
4.3. Payment Method.
Payment shall be made electronically via the User’s selected payment method, including via major credit or debit card, ACH, and e-check. Payments shall be processed immediately via our payment processor, Stripe. Users should be aware of Stripe’s privacy terms, which are available at https://stripe.com/us/privacy.
4.4. Returns, Refunds.
If you are dissatisfied with any purchase of a Product, for any reason whatsoever the purchase may be returned to us within thirty (30) calendar days of receipt thereof for a full return of the purchase price minus shipping and handling fees. You will remain liable for return shipping costs and ensuring delivery of the return via a reputable carrier. All returns will be accepted and a refund granted so long as the Product is returned in its original packaging, in an original, unused condition. Please note that once received refunds may take up to thirty (30) days to process. In the event a customer should not receive a refund as anticipated, you should first contact the appropriate financial institution to which the refund is expected to post. If, after speaking with the financial institution you continue to experience problems with an anticipated refund, please contact us. Should you wish to withdraw and return for a full refund any order, you may do so by contacting us at firstname.lastname@example.org with “Refund Order” in the subject line, and a brief message detailing the order you wish to return for a refund.
Please note that we cannot accept returns of used Products.
In the event of a disagreement about services rendered by an affiliate vendor, Users shall deal directly with such vendor to resolve any claims.
4.5. Right of Refusal, Limitation, Change and Discontinuation.
In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail provided at the time the order was made.
We reserve the right to discontinue or otherwise limit the sale and/or provision of any and all Products provided by us for any reason at any time in our sole and exclusive discretion.
Any offer for the sale of any and all Products provided by us is void where prohibited.
Shipments of purchased Products are via USPS or UPS and may take up to seven (7) calendar days to arrive.
4.7. Activation Required.
All Products must be activated via the Site prior to use. The failure to activate a Product prior to its expiration date will be a waiver by the User. No refunds will be granted in the event a User fails to activate a Product.
When a User buys a Product as a gift, any gift note added to the purchase shall be placed in the shipment as well as made available in the activation Account for the recipient. Gift recipients may also send thank you notes to gift givers, where the same shall be displayed in the applicable Accounts.
5.1. Intellectual Property Rights Not Waived.
This is an Agreement for access to and use of the Site and Products, and you are not granted a license to any software or intellectual property by these Terms and Conditions. The Site and Products are protected by U.S. and, where applicable, international intellectual property laws. The Site and Products belong to us and are the property of us or our licensors (if any). We retain all ownership rights in the Site and Products.
Furthermore, all material displayed or transmitted on this Site and via the Products, including but not limited to text, photographs, images, illustrations, video clips, audio clips, and graphics, (“Materials,”) are owned by us and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws, and treaties.
Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials carried on the Site or via the Products, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials.
You may make a single print copy of any Materials provided by us on this Site or via a Product purchase for personal, non-commercial use only, provided that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. You may not archive or retain any of the Materials accessed on this Site without our express written permission. All requests for archiving, republication, or retention of any part of the Materials must be in writing to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to email@example.com.
You acquire no rights or licenses whatsoever in the Materials other than the limited rights to use the Site in accordance with these Terms and Conditions. Any of the Materials accessed or downloaded from this site must be accessed or downloaded in accordance with the Terms and Conditions specified in this Agreement. We reserve any rights not expressly granted under these Terms and Conditions.
You may have the opportunity to provide reviews, suggestions, ideas, and feedback, (collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any third-party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User's personal use.
Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to Gift A Panda or its initiatives, (your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback, provided to us by third-parties, or independently-developed or considered by us, shall be without obligation to you.
6.1. Third Party Advertisements and Promotions.
We may, from time to time, run advertisements and promotions from third-parties on the Site. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.
6.2. Use of Third-Party Tools.
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the Site is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
6.3. Third-Party Links.
Certain content, products, and services available via our Site may include materials from third-parties.
Third-party links on the Site may direct you to third-party Sites and/or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any third-party materials or Sites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party with whom you connect via the Site. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
7.1. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.
(A) YOU AGREE THAT USE OF THE SITE AND PRODUCTS IS AT YOUR SOLE RISK. NEITHER US NOR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT THE USE OF THE SITE OR THE PRODUCTS SHALL BE UNINTERRUPTED OR ERROR-FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR PRODUCTS OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED.
(B) ANY INFORMATION PROVIDED VIA THE SITE OR PRODUCTS, DOWNLOADABLE SOFTWARE, PRODUCTS, OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS AND CONDITIONS.
(C) IN NO EVENT SHALL WE OR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, AND LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PROFESSIONAL LIABILITY DAMAGES, MALPRACTICE LOSSES AND DAMAGES, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WEB SITE OR PRODUCTS.
(D) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY UTILIZING THE SITE AND/OR PRODUCTS YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE SITE OR THE PRODUCTS.
(E) OUR LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF SALES FEES YOU PAY TO US IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) TWENTY U.S. DOLLARS AND NO/CENTS ($20.00,) WHICHEVER IS GREATER.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
The above limitations shall survive these Terms and inure to the benefit of us and our affiliates, directors, officers, members, employees, contractors, parents, subsidiaries, agents, third-party content providers, licensors, and any purchasing person or entity in the event that we are sold, in whole or in part, and/or restructured.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS, AS WELL AS OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, AND LICENSORS FROM AND AGAINST ALL CLAIMS, SUITS, AND EXPENSES, INCLUDING ATTORNEYS' FEES, ARISING OUT OF OR RELATED TO (A) YOUR USE OF THE SITE AND/OR PRODUCTS; (B) YOUR NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT; (C) YOUR USE OF THIRD-PARTY SERVICES, PRODUCTS, LINKS, ADVERTISEMENTS, AND/OR TOOLS; (D) YOUR VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; AND/OR (E) THE UNAUTHORIZED USE OF THE SITE OR PRODUCTS BY ANY OTHER PERSON USING YOUR INFORMATION.
8.1. Governing Law.
These Terms and Conditions shall be governed and construed in accordance with the laws of Delaware without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in Santa Clara County, California, and any cause of action that relates to or arises from these Terms and Conditions, the Products and/or the Site must be filed therein unless subject to the binding arbitration provisions of Section 8.2, infra.
The parties agree that any dispute concerning, relating, or referring to these Terms and/or the Site shall be resolved exclusively by binding arbitration in accordance with the substantive laws of Delaware and shall be brought for arbitration in Santa Clara County, California, pursuant to the rules of the American Arbitration Association. The arbitrator and not any federal, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this contract, including but not limited to any claim that all or any part of this contract is void or voidable. Nothing herein prevents either party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction.
9.1. Affiliate Disclosure.
We may have an affiliate relationship with third-parties and affiliates to whose products and services we link and promote through the Site, our mailing list, and/or the Products. Because of this relationship, we may earn a commission on products purchased by a User from a third-party affiliate.
9.2. Different and Conflicting Terms.
We reserve the right, but assume no obligation, to agree to different or conflicting terms and conditions with respect to any User. Any such terms and conditions will not be enforceable unless specifically agreed to by us.
Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its Terms.
Any waiver of a right under these Terms and Conditions shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
9.5. Force Majeure.
We shall not be bound to meet any obligation if prevented from doing so as a consequence of Acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.
We shall have the right to assign and/or transfer these Terms and Conditions and our rights and obligations hereunder to any third-party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms and Conditions without our prior written consent in our sole and exclusive discretion.
9.7. Rights of Third Parties.
These Terms do not give any right to any third-party unless explicitly stated herein.
9.8. Relationship of the Parties.
The parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into Terms of any kind in the name of the other party.
If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
9.10. Additional Services, Contests.
We reserve the right, in our sole discretion and from time to time, to offer contests, programs, products or services with unique terms and conditions that are separate from and may supersede or supplement in certain respects these Terms. In such cases, your use of the Site with respect to such special program is governed by these Terms together with the terms and conditions of such contest, program, product, or service.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Gift A Panda, LLC, 484 Bundy Avenue, San Jose, CA 95117, and, in the case of any User, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after such email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Account registration. In such case, notice shall be deemed given three days after the date of mailing.
From time to time, we may update these Terms and Conditions by prominently posting a notice of update to the Site and contacting you at the email you provided upon registration, if applicable, so we encourage you to review them often.