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Terms of Use

Effective on: May 20th, 2021

These Terms of Use (Terms) govern your use of SodaGift, a proprietary gifting service (Service) offered by SodaCrew Global, Inc. (Sodacrew, we, our, or us).

By using the Service, you agree to be bound by these terms.

Eligibility

You must be at least 18 years and the age of majority in your state of residence, and you must register for an account (Account) to use the Service.

Changes to Terms

Sodacrew reserves the right, at our discretion, to change or modify these Terms at any time. Although it is your responsibility to review these Terms from time to time for any changes, we will notify you of any revisions to these Terms by posting them at this location. If you do not agree to the revised Terms, you must stop using our Service. Your continued use of our Service following any revision to these Terms signifies your assent to and acceptance of the revised Terms.


These Terms may not otherwise be amended except in a writing hand signed by you and Sodacrew. For purposes of this provision, "writing" does not include an e-mail message and a signature does not include an electronic signature.


You agree that Sodacrew retains the unfettered right to modify any aspect of the Service. You acknowledge that Sodacrew has been, is, and will be constantly making changes to the Service. These changes include modifications to features, functions or abilities of any element of the Service.


All descriptions, images, references, features, content, specifications, services and prices of services described or depicted in the Service, are subject to change (including availability) at any time without notice.

Proprietary Rights

The Service and its content, features, and functionality are owned by Sodacrew, its licensors, or other providers of such material and is protected by copyright and other laws and international treaty provisions. Except for the rights explicitly granted in these Terms, these Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title or interest in the Service, ownership of which is retained by Sodacrew and its suppliers, as applicable.

SodaGift Account

You will need to provide information such as your name and email address to register for an Account and/or use the Service. You represent and warrant that the information you register with and all information entered or collected in the course of creating your Account and any information you add or update from your settings (Account Information) is true and accurate.


If you access the Service through a social networking service (SNS) as part of the functionality of the Service, you represent that you are entitled to disclose your SNS account login information to SodaGift and/or grant SodaGift access to your SNS account (including, but not limited to, for use for the purposes described herein). PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS SERVICE PROVIDERS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS SERVICE PROVIDERS, AND SODAGIFT DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH SNS SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS.


If you provide us with a mobile number, you consent to receiving text (SMS) messages from us. Standard text messaging rates may apply based on your plan with your mobile carrier.

Fees

Fees for using the Service are displayed in your order. We reserve the right to adjust fees in our sole discretion, at any time and without notice to you. Your completion of a purchase constitutes your acceptance of all fees. Product prices and fees are shown in US dollars and/or local currencies. Displayed foreign currency fees and prices are converted into U.S. dollars for checkout. Prices do not include applicable taxes and other fees or charges, which will be included at checkout.


From time to time, we may offer incentives for inviting others to use the Service (Referral Program). Any incentives under such Referral Program will be subject to the then current Referral Program terms, if applicable, and otherwise at our sole discretion.

Payment

You agree to pay for all gifts you purchase on your Account in accordance with the prices and payment terms in effect at the time the purchase is made. You also agree to pay all applicable taxes. To purchase a gift, you must provide valid payment information (e.g. credit card, debit card, and/or bank account information) through the Service. By placing an order for a gift, you also agree and authorize (i) the payment method(s) you provide to be immediately charged for all fees and taxes applicable to your order, (ii) SodaGift to automatically charge alternative payment methods associated with your account if a primary payment method is declined or no longer available, (iii) SodaGift to share payment information and instructions required to complete the payment transactions between SodaGift, our payment processors, and their third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services), and (iv) no additional notice or consent is required for the foregoing authorizations. You agree to immediately update your Account in the event of any change in your payment information. If a payment method cannot be verified, is invalid or is otherwise not acceptable, your purchase may be suspended or canceled. We may also cancel a Gift Card (defined below) if we discover after issuance that the Gift Card and/or payment for it was fraudulent or incomplete. SodaGift reserves the right to collect any outstanding payment due, and may transfer the collection of your outstanding balance to a third-party collection agency.

Closed Loop Merchant-issued Gift Cards

You may purchase merchant-issued closed loop gift cards as gift and/or otherwise receive gift cards through the Service (Gift Card). Gift Cards can come in either physical gift cards or codes used to access funds in those account. Gift Cards cannot be redeemed through or within the Service and must be redeemed with the issuing merchant. Gift Cards are a third-party service feature, and Sodacrew has no control over and disclaims any and all liability whatsoever associated with your or your giftees ability to use Gift Cards. Gift Cards must be used in accordance with the terms and conditions specified by the merchant or other party who issued that Gift Card. The expiration of your Gift Card is dependent on the specific merchant policies. We have no control over the expiration date. You or your Gift Card recipient must contact the issuing merchant directly to resolve any issues with the Gift Card.

An unredeemed Gift Card purchased through the service (and which are verified by Sodacrew) are eligible for a refund. If an unredeemed Gift Card has expired or has been used, Sodacrew will not provide a refund irrespective of the Gift Card balance, and the Gift Card is non-refundable and non-returnable.


Termination of Account

We can terminate or refuse your access to the Service at any time, for any reason. We can also terminate, close, or suspend your Account at any time for any reason. Termination for any reason does not relieve you of any of your obligations to us under these Terms and any amounts owed to us as provided in these Terms or any other agreement you have with us. We will not be responsible for any loss, damage, harm or consequences, including any delay or inconvenience you may suffer as a result of our exercise of our rights under this section.


Any pending transactions at the time of termination, closure, or suspension of your Account will be settled. If an investigation is pending at the time of closure, we may hold your funds until resolution of the investigation.

Electronic Communications

When you use the Service or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by email (if provided by you) or by posting notices through the Service. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.

Links

The Service contains links to websites operated by third parties. We do not monitor or control the linked sites and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of the content uploaded, displayed, or distributed, or products, or services available at these sites. If you choose to access any third-party site, you do so at your own risk. The presence of a link to a third-party site does not constitute or imply our endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the third-party site. We reserve the right to disable links from or to third party sites.


Your correspondence or dealings with the linked website, merchants or service providers are solely between you and such third party, and Sodacrew is neither responsible nor liable for any part of such dealings. Any charges you incur in relation to those third parties are your responsibility. You understand that when you provide data to such third parties, you are providing it in accordance with their privacy policy (if any), and our Privacy Policy does not apply with respect to such data provided to the third parties.

DISCLAIMERS

NEITHER SODACREW, ITS AFFILIATES, LICENSORS AND THIRD-PARTY PROVIDERS, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "SODAGIFT PARTIES"), MAKE ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE,

OR AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICE.


YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ANY CONTENT APPEARING ON THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, SODACREW MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICE. SODACREW DISCLAIMS ANY WARRANTIES OF TITLE OR IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF NON-INFRINGEMENT, MERCHANTABILITY, QUIET ENJOYMENT OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

LIMITATION OF LIABILITY

IN NO EVENT WILL ANY OF THE SODACREW PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY EVEN IF SODACREW WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


IN THE EVENT ANY CLAIM RELATING TO THE PERFORMANCE OR NONPERFORMANCE BY SODACREW PURSUANT TO THESE TERMS, OR IN ANY OTHER WAY CONCERNING THE SERVICE IS MADE BY YOU, THE ACTUAL DAMAGES TO WHICH YOU MAY BE ENTITLED SHALL BE LIMITED TO A REFUND OF THE FEES, IF ANY, PAID BY YOU AND REICEVED BY SODAGIFT FOR USE OF THE SERVICE IN THE 3 MONTH PERIOD PRECEDING YOUR CLAIM AND IF YOU HAVE NOT PAID ANY AMOUNTS DURING THAT TIME PERIOD, YOU ACKNOWLEDGE THAT YOUR SOLE REMEDY SHALL BE TO CEASE USING THE SERVICE.


SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF STATUTORY OR IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IN SUCH JURISDICTIONS THE LIMITATIONS AND EXCLUSIONS SET FORTH HEREIN MAY NOT APPLY TO YOU. CONSEQUENTLY, IN SUCH JURISDICTIONS, THE LIABILITY OF THE SODACREW PARTIES IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING THE LIABILITY OF SUCH SODACREW PARTIES TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW. THIS LIMITATION IS INDEPENDENT OF ANY OTHER LIMITATION SET FORTH IN THESE TERMS.


IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.


THE SODACREW PARTIES DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT, NOR FOR ANY OFFENSIVE, DEFAMATORY, OBSCENE OR ILLEGAL POSTING OR CONDUCT, ON THE SERVICE, INCLUDING, WITHOUT LIMITATION, BY ANYONE OTHER THAN AUTHORIZED SODACREW EMPLOYEES WHILE ACTING IN THEIR OFFICIAL CAPACITIES.

Indemnification

You agree to indemnify, defend and hold harmless Sodacrew, and its subsidiaries and other affiliates, and its and their directors, officers, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (collectively "Indemnified Parties") from and against any and all claims, demands, causes of action, debt or liability, including reasonable attorneys’ fees, including without limitation attorneys’ fees and costs incurred by the Indemnified Parties arising out of, related to, or which may arise from: (a) your use of the Service; (b) any breach or non-compliance by you of any term of these Terms or our partner’s policies; (c) any dispute or litigation caused by your actions or omissions; or (d) your negligence or violation or alleged violation of any applicable law or rights of a third party.

Equitable Remedies

You acknowledge that the rights granted and obligations made under these Terms to Sodacrew are of a unique and irreplaceable nature, the loss of which shall irreparably harm Sodacrew and which cannot be replaced by monetary damages alone. Accordingly, Sodacrew shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.


You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit your claims to monetary damages (but only to the extent permissible under these Terms).

Disputes

The laws of the State of California, USA govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country in which you reside. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for Los Angeles County, California, USA, for all disputes arising out of or relating to these Terms.

Any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within 1 year after such claim or cause or action arose regardless of any statutes or law to the contrary. In the event any such claim or cause of action is not filed within such 1 year period, such claim or cause of action are forever barred.


For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief shall resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. The party requesting relief shall initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, and the specific manner shall be chosen by the party initiating the arbitration; (b) all aspects of the arbitration shall be conducted in the English language; (c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (d) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.


All claims you bring against Sodacrew must be resolved in accordance with this Section. All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, Sodacrew shall be entitled to recover attorneys' fees and costs up to $2,000, provided that Sodacrew has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Severability

The provisions of these Terms are intended to be severable. If for any reason any provision of these Terms shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

Enforceability, Entire Agreement & Non-Waiver

These Terms are deemed accepted upon any use of the Service. These Terms and any additional terms referenced herein constitute the entire agreement between you and Sodacrew regarding the use of the Service. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect.

Force Majeure

We are not liable for any changes or problems out of our control, for example changes or problems caused by like natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

Technical & Customer Support

Subject to the other provisions of these Terms, we will attempt to help you with any queries or problems that you may have with the Service and any questions about these Terms generally. To reach our support team, please e-mail us at support@sodagift.com.

Notices

We may notify you by posting(s) made in-Service, sending you an e-mail or using other ways of communicating with you based on the contact information you provide to us. Any notice to Sodacrew required according to these Terms must be in writing and addressed to 28440 Cedarbluff Dr., Rancho Palos Verdes, CA 90275, unless we have provided a more specific method of notifying us.