These GIFTRONAUT API LICENSE AND TERMS OF USE (these “API Terms”) apply to the Giftronaut API services operated by WINCUBE INC. (“Giftronaut,” “we,” “us,” or “our”). Giftronaut may, in its sole discretion, grant Clients access to the Giftronaut API. These API Terms supplement any separate service agreement entered into between Client and Giftronaut (each, an “Individual Agreement”) and govern all access to and use of the Giftronaut API by Client.
These API Terms form a legally binding contract between Client and Giftronaut. Please read these API Terms carefully. By using the API, you acknowledge that you have read and understood these API Terms and agree to be bound by them. If you do not agree to these API Terms, you must immediately cease using the API.
These API Terms may be updated from time to time. Changes will take effect at the earlier of: (a) the first use of the Giftronaut API after receiving actual notice of the changes, or (b) thirty (30) days after the revised API Terms are posted or distributed. If you do not agree to the updated terms, you must immediately cease using the API.
In the event of any conflict between these API Terms and an Individual Agreement, the Individual Agreement shall govern with respect to fees, payment, and scope of services; these API Terms shall govern in all other respects. Capitalized terms not defined herein shall have the meanings ascribed to them in the Individual Agreement. Giftronaut and Client are each a “Party” and collectively the “Parties.”
Section 1. API License and Access
1.1 Grant of License
Subject to these API Terms, Giftronaut grants Client a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the API solely for the purpose of integrating with Giftronaut’s services and in the manner set forth in the technical documentation provided by Giftronaut.
1.2 Access Requirements
To use the API, Client must satisfy all of the following requirements:
(a) Client must hold a valid Giftronaut API account and agree to these API Terms.
(b) Client must be a duly organized business entity, and the individual agreeing to these API Terms must have the legal authority to bind that entity. The API may be used for business purposes only; personal, family, or household use is not permitted.
(c) Neither Client nor Client’s Recipients may be subject to U.S. sanctions or located in a jurisdiction subject to U.S. sanctions, or in a jurisdiction that Giftronaut or its partners determine presents reputational, fraud, or legal risk.
(d) Any individual using the API must be at least eighteen (18) years of age and have the legal capacity to enter into a valid contract with Giftronaut.
(e) Giftronaut may request that Client submit relevant documentation, including Know Your Business (KYB) materials, as necessary to prevent crime and fraud. Client may access the API only after Giftronaut has completed its review and granted approval.
1.3 API Key Management
API keys (credentials) are the sole property of Giftronaut. Client must keep API keys secure and must not disclose them publicly. Disclosure of API keys is permitted only to employees, agents, and service providers who are directly involved in the operation, maintenance, implementation, modification, or update of Client’s account, and only to the extent that such persons are bound by confidentiality obligations no less protective than those set forth in these API Terms. Client must not access the API by any means other than the API keys provided.
1.4 Account Management
Client may maintain only one (1) Giftronaut API account and agrees to:
(a) Provide complete, accurate, and up-to-date account information.
(b) Promptly update account information to keep it accurate and current.
(c) Maintain account security and accept all risks associated with unauthorized access.
(d) Immediately notify Giftronaut at support@giftronaut.com upon discovering or suspecting any unauthorized use of Client’s account or password.
(e) Maintain a valid email address through which Giftronaut may deliver information, notices, and disclosures.
Client may configure team accounts to fund accounts, place orders, view account balances, review order histories, and manage and transfer funds among accounts within the team. In creating a team account, Client agrees to provide complete, accurate, and current information for all team members, maintain the confidentiality and security of team account credentials, and immediately notify Giftronaut of any unauthorized use of or security breach affecting the team account.
Giftronaut shall not be liable for any loss, damage, or expense arising from lost or stolen API keys or unauthorized use. Client must take particular care to ensure that passwords and other personal information are not visible to others when accessing Client’s account in public or shared environments.
Section 2. API Use and Restrictions
2.1 Permitted Use
Client may use the API solely for the purpose of integrating with Giftronaut’s services in accordance with Client’s account permissions.
2.2 Prohibited Conduct
Client must not:
(a) Use the API for any illegal activity, criminal conduct, fraud, or other unlawful purpose;
(b) Infringe any intellectual property rights or interfere with or disrupt the API or related services;
(c) Distribute, sell, lease, resell, sublicense, or otherwise transfer access to the API to any third party;
(d) Use the API to monitor availability, performance, or functionality for competitive benchmarking purposes;
(e) Degrade API performance or interfere with, damage, or gain unauthorized access to any server, security system, network, data, or other system;
(f) Circumvent or create tools designed to circumvent access restrictions or to directly access any database;
(g) Remove or delete any copyright, proprietary rights, or confidentiality notices affixed to or contained in the API;
(h) Reverse engineer, decompile, disassemble, copy, or create derivative works based on the API or any portion thereof, except to the extent expressly permitted by applicable law; or
(i) Attempt to tamper with or hack any security or system features of Giftronaut.
2.3 Usage Limits
Giftronaut may, in its sole discretion, establish and enforce usage limits on Client’s API requests, number of accounts, and other usage parameters. Any such limits will be communicated to Client in advance. Use in excess of established limits requires the prior written consent of Giftronaut.
Section 2-2. Regulatory Compliance
Client is solely responsible for complying with all applicable laws and regulations relating to rewards in connection with the sale and distribution of rewards through the Giftronaut API. This includes, without limitation, applicable U.S. federal and state laws, anti-money laundering (AML) and know-your-customer (KYC) requirements, and local payment and consumer protection laws in the jurisdictions where Recipients are located.
Client must not access or use the Giftronaut API to develop, distribute, or otherwise facilitate rewards in a manner that promotes, facilitates, or enables criminal, fraudulent, or otherwise unlawful activities.
Giftronaut shall not be responsible for Client’s compliance with applicable regulations. Client shall indemnify Giftronaut for any losses arising from Client’s failure to comply with applicable regulations.
Section 2-3. Export Controls
Software and data transmissions related to the Giftronaut API are subject to U.S. export control laws. Client must not download or use the API or related software in violation of such laws. Client is responsible for complying with all applicable laws, including local regulations governing online conduct and permissible content on the internet.
Section 3. Updates and Modifications
3.1 API Updates
Giftronaut reserves the right to update or modify the API at any time and will provide advance notice of material changes. Client must always implement and use the most current version of the API. Any application changes required as a result of updates are Client’s responsibility and shall be made at Client’s own expense.
3.2 Service Changes and Discontinuation
Giftronaut may, at any time and for any reason, change or discontinue the availability of all or any part of the API, with or without notice. Such changes may include the removal of features or the conversion of previously free features to paid features.
3.3 Beta Services
Giftronaut may, in its sole discretion, invite Client to test pre-release or beta features (“Beta Services”). All information relating to Beta Services is confidential and may not be disclosed externally. Giftronaut does not warrant that Beta Services will function properly, may discontinue Beta Services at any time, and shall not be liable for any damages resulting from such discontinuation.
Section 4. Security and Data Protection
4.1 Client Security Obligations
Client is responsible for maintaining the security of API credentials and for all activities conducted using those credentials. Giftronaut shall not be liable for any loss, damage, or expense arising from lost or stolen API keys or unauthorized use. Client’s networks, operating systems, web servers, databases, and computer systems (collectively, “Client Systems”) must be configured in accordance with industry-standard internet security practices. Security vulnerabilities must be remediated promptly, and known or suspected intrusions must be immediately blocked.
Client understands and agrees that the confidentiality of communications and materials transmitted to or received from the Giftronaut API over the internet cannot be guaranteed. Giftronaut shall not be liable for the accuracy, reliability, or security of any materials transmitted over the internet and expressly disclaims liability for any unauthorized access to, or loss of, data during transmission.
4.2 Monitoring and Access Suspension
IMPORTANT NOTICE: This section affects important rights of Client. Please read carefully.
Client agrees that GIFTRONAUT may monitor Client’s use of the GIFTRONAUT API for quality assurance, improvement of GIFTRONAUT’s products and services, and verification of Client’s compliance with these API Terms. Such monitoring may include Giftronaut’s access to and use of Client’s application—for example, to identify security issues that could affect Giftronaut or other Clients. Client agrees not to interfere with such monitoring. GIFTRONAUT may use all technical means necessary to overcome any such interference. GIFTRONAUT may immediately suspend Client’s API access without notice if GIFTRONAUT reasonably determines that Client is in violation of these API Terms.
4.3 Data Protection
Client must comply with all applicable data protection laws and regulations in connection with its use of the API.
Section 4-2. Privacy Policy
Use of the API is subject to Giftronaut’s Privacy Policy, which is incorporated into these API Terms by reference. Client should carefully review the Privacy Policy prior to using the API. All data collected, processed, or transmitted by Client through the API must be handled in accordance with applicable privacy laws and Giftronaut’s Privacy Policy. Client must not use Recipients’ personal information for any purpose other than as permitted under these API Terms and the Privacy Policy.
Section 5. Audit
Giftronaut has the right to appoint an independent external auditor, subject to appropriate confidentiality obligations, to audit Client’s application, Client Systems, and related records. Upon request, Client must submit documentation demonstrating compliance with these API Terms.
Section 6. Intellectual Property
6.1 Giftronaut’s Ownership
The API and all associated intellectual property, including without limitation software, documentation, technology, trademarks, know-how, copyrights, patents, and trade secrets (collectively, “Giftronaut Assets”), are the sole and exclusive property of Giftronaut.
6.2 Client Applications
Giftronaut does not acquire any ownership interest in Client applications. Client retains ownership of its own applications that integrate with the API, provided that Client does not claim any ownership of the API itself.
Client retains ownership of all data, content, and materials that Client lawfully uploads or transmits through the API during the course of using the API (“Client Content”). Nothing in these API Terms shall be construed as granting Giftronaut ownership of Client Content. Client hereby grants Giftronaut a non-exclusive license to use Client Content to the extent necessary for Giftronaut to process, store, and transmit Client Content for the purpose of providing the services under these API Terms.
6.3 Feedback
If Client or any of its employees or representatives provides feedback regarding the API, all rights in such feedback shall vest in Giftronaut. Giftronaut may freely use such feedback without attribution, payment, or restriction.
6.4 Open Source Components
Certain components of the API may be subject to open source software licenses. To the extent that any open source license expressly supersedes these API Terms, the terms of such open source license shall apply.
6.5 Marketing and Promotional Use
Subject to Client’s brand guidelines, Client grants Giftronaut a non-exclusive, royalty-free, worldwide, non-transferable license to use Client’s name, logo, trademarks, and service marks (collectively, “Client Marks”) solely to identify Client as a customer of Giftronaut in Giftronaut’s marketing, promotional, and advertising materials, including its website, sales materials, and investor materials. All goodwill arising from use of the Client Marks shall inure to Client, and ownership of the Client Marks shall at all times remain with Client. Client may revoke this license at any time by providing written notice to support@giftronaut.com, and Giftronaut will cease new use of the Client Marks within a commercially reasonable time after receiving such notice.
6.6 Copyright Infringement Notices
Giftronaut respects intellectual property rights and expects Client to do the same. Suspected copyright infringement with respect to content provided through the API may be reported to support@giftronaut.com. Notices must include: the reporter’s contact information; a description of the allegedly infringed work; the location of the allegedly infringing content; a statement regarding unauthorized use; and a declaration under penalty of perjury that the information provided is accurate. Giftronaut will process such notices in accordance with the DMCA and applicable law, and reserves the right to terminate API access for repeat infringers.
Section 7. Fees and Payment
7.1 Beta Free-Use Period
The beta version is in effect through Q2 2026 (June 30, 2026). No fees will be charged for use of the API during this period.
7.2 General Release and Fee Commencement
The general release version will launch in Q3 2026 (beginning July 1, 2026), at which point usage fees may be offered and negotiated on a per-Client basis. Continued use of the API following the general release constitutes agreement to the applicable fee terms.
7.3 Payment Terms
Client payments are divided into the following two categories:
(a) Funding Amount: The amount that Client funds into its Giftronaut account in order to send rewards through the API. These API Terms apply regardless of whether an Individual Agreement has been executed. Funding must be prepaid prior to placing orders, and the funded amount will be reflected in the Client’s account balance.
(b) API Usage Fees: Fees charged following the general release pursuant to Section 7.2. For Clients with an Individual Agreement, fees are payable in accordance with the deadlines and terms set forth in that agreement. For Clients without an Individual Agreement, fees are payable pursuant to deadlines and terms separately communicated by Giftronaut.
The following terms apply to both categories of payment:
If Client’s payment method is declined, expired, cancelled, blocked, or charged back, Giftronaut may immediately suspend API access without prior notice. If non-payment persists, Giftronaut may terminate API access upon notice.
Where a refund is approved, it will be processed in accordance with Giftronaut’s internal review procedures and applicable payment processor requirements. Giftronaut does not guarantee a specific refund arrival date. Settlement delays attributable to external financial institutions, payment processors, banks, or payment instruments are beyond Giftronaut’s control and do not constitute a breach of these API Terms.
7.4 Payment Methods and Purchase Confirmation
A service agreement is formed at the time Client confirms a purchase, and service delivery commences immediately thereafter.
Where Client funds its Giftronaut account or purchases services by credit card, Client agrees to:
(a) Authorize Giftronaut to charge Client’s credit card for the applicable transaction amount.
(b) Represent that all credit card information provided is accurate and current.
(c) Acknowledge that Giftronaut uses third-party payment processors and agree to such processors’ terms of use.
(d) Understand and agree to Giftronaut’s policies regarding disputes, chargebacks, and refunds.
(e) Accept responsibility for all charges and additional fees incurred in connection with purchased services, including currency conversion and payment processor fees.
Giftronaut reserves the right to modify available payment methods without prior notice.
Section 8. Reward Terms and Conditions
8.1 General Reward Terms
Rewards distributed through the API may be redeemed for a variety of brands listed on the Giftronaut website or affiliated websites. Brand selection and reward availability are subject to change without notice, and Giftronaut does not guarantee the availability of any particular brand at any particular time.
8.2 Balances and Currency Conversion
The value of a reward is determined by the exchange rate in effect at the time of purchase and redemption. Giftronaut applies its own exchange rates, which may differ from market rates. Giftronaut shall not be liable for any change in reward value resulting from exchange rate fluctuations. Many rewards do not support sub-unit denominations; accordingly, currency conversion may result in a residual balance that does not match the available denomination. Giftronaut shall not be liable for any unused balance resulting from denomination limitations.
Any fractional balance remaining after currency conversion will remain on the reward card and be preserved for future use; however, the usability of such residual balance is not guaranteed and is subject to the applicable brand’s policies and denomination restrictions.
8.3 Restrictions
Rewards may not be exchanged for cash, returned, accumulated, or traded for other rewards. Transfer, sale, sharing, or exchange of rewards is prohibited. Rewards are non-reloadable, may not be combined with other rewards, and are non-refundable except as required by law. Once a specific brand reward has been redeemed, that selection is irrevocable. The use and redemption of rewards is subject to restrictions and rules established by each brand and may be limited to specific geographic regions.
8.4 Refund Option
Where Client selects the refund option at the time of purchase, the expiration date will be adjusted to thirty (30) days from the order date. Client must activate the reward by clicking the “Redeem” button in the reward email within this period to complete the redemption. If a reward remains unused as of the expiration date, Giftronaut will credit seventy percent (70%) of the unused reward value to Client’s account balance. Credited amounts may only be applied toward future orders through Giftronaut and will not be returned to the original payment method. Refunded amounts are non-transferable and may only be used within the account to which they were originally credited. This refund rate is subject to change at Giftronaut’s discretion, with or without prior notice.
8.5 Security and Warranties
Client is solely responsible for maintaining the security of any information contained in reward emails or notifications. Giftronaut will not provide replacement or compensation for lost, stolen, or unauthorized rewards. GIFTRONAUT MAKES NO WARRANTIES WITH RESPECT TO REWARDS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If a reward fails to function properly, Client’s sole remedy, and Giftronaut’s sole liability, is replacement of the affected reward.
Section 9. Third-Party Services and Integrations
9.1 Third-Party Services Generally
The Giftronaut API may include integrations with third-party platforms and services for the purpose of business data exchange. Client is responsible for complying with the terms of service and privacy policies of any third-party platforms it integrates with. Giftronaut shall not be liable for issues arising from third-party platforms or for violations of such platforms’ policies. Giftronaut expressly disclaims all responsibility for the content, accuracy, and legality of third-party sites.
Client acknowledges that third-party sites and platforms that integrate with or connect through the Giftronaut API may contain offensive or inappropriate content, misleading or inaccurate information, or material that infringes third-party rights or is otherwise unlawful. Giftronaut assumes no responsibility for the content, accuracy, legality, or appropriateness of such third-party content and expressly disclaims liability for any damages arising therefrom.
9.2 Third-Party Service Changes and Discontinuation
Third-party platforms may change their services without notice, which may affect integration functionality. Giftronaut shall not be liable for service disruptions resulting from such changes or from technical, legal, or policy updates. Giftronaut does not guarantee continuous, error-free operation of integration functionality. Client should contact the relevant third-party service provider directly to resolve issues related to third-party platforms.
9.3 Integration Security
Client is responsible for protecting API keys, passwords, and other credentials associated with integrations. All data transmitted through integrations must comply with applicable laws and privacy regulations. Giftronaut disclaims liability for unauthorized access, data loss, or service interruption caused by third-party applications.
Section 10. Promotions
Where Client participates in promotional rewards offered through the API, Client agrees to comply with these API Terms and any specific rules applicable to the relevant promotion (“Promotion-Specific Rules”). Promotion-Specific Rules may be found on the Giftronaut website, partner websites, social media platforms, or other media, and are deemed an extension of these API Terms.
Failure to redeem a promotional reward within the designated period, or provision of inaccurate or false information, will result in forfeiture of the reward. Promotional rewards are non-refundable, non-transferable, non-returnable, and may not be exchanged for cash under any circumstances.
Section 11. Confidentiality
The API, API keys, and all related technical information, documentation, and data constitute Giftronaut’s confidential information. Client must not use or disclose Giftronaut’s confidential information to any third party for any purpose other than as permitted under these API Terms. The confidentiality obligations set forth herein shall survive termination of these API Terms.
Section 12. Termination
12.1 Termination by Client
Client may terminate these API Terms at any time by ceasing use of the API and providing written notice to Giftronaut.
12.2 Termination by Giftronaut
Giftronaut may suspend or terminate Client’s access to the API at any time, in its sole discretion, upon violation of these API Terms or any other applicable policy. Giftronaut will endeavor to provide advance notice where practicable, but may act immediately without notice in the event of a security threat or material violation of these API Terms. Grounds for termination include, without limitation:
(a) Use of, or attempt to use, the API for illegal or improper purposes;
(b) Provision of false, incomplete, or inaccurate information;
(c) Attempt to tamper with, hack, or modify the security or functionality of Giftronaut’s site or services;
(d) Invalid, expired, or declined payment method, or a blocked or charged-back payment;
(e) Sending rewards to oneself or distributing rewards outside of the service;
(f) Violation of any provision of these API Terms;
(g) Account inactivity (no transactions through the API in the preceding twelve (12) months); or
(h) Where termination is necessary to comply with these API Terms, Giftronaut’s policies, or applicable law.
12.3 Effect of Termination
Upon termination of these API Terms, all rights and API access granted to Client shall immediately cease. Each Party shall promptly return or destroy the other Party’s confidential information and provide written confirmation of such destruction. Client must immediately cease all use of Giftronaut’s trademarks across all media. To the extent that any of Client’s end users are harmed by Giftronaut’s suspension of access, such liability shall rest entirely with Client.
12.4 End User (Recipient) Protection
Client must notify its end users (each, a “Recipient”) in advance that a disruption to Giftronaut’s services or a suspension of API access may affect the use of rewards. Client must independently establish and maintain procedures for handling unused rewards held by Recipients in the event of an API access suspension, and Client shall bear sole responsibility for such procedures.
Section 13. Disclaimer of Warranties
DISCLAIMER: THE GIFTRONAUT API AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GIFTRONAUT AND ITS OFFICERS, DIRECTORS, AND STAKEHOLDERS (INCLUDING PARTNERS, AGENTS, AND AFFILIATES) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. GIFTRONAUT DOES NOT WARRANT THAT THE API SERVICES WILL FULLY MEET CLIENT’S OPERATIONAL REQUIREMENTS OR THAT THEY WILL BE PROVIDED CONTINUOUSLY AND FREE OF ERRORS, OUTAGES, OR SECURITY VULNERABILITIES.
Section 14. Limitation of Liability and Indemnification
14.1 Limitation of Liability
GIFTRONAUT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO THESE API TERMS, THE GIFTRONAUT API, THE SERVICES, OR THE SITE, EVEN IF GIFTRONAUT HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL GIFTRONAUT’S TOTAL LIABILITY UNDER THESE API TERMS EXCEED ONE HUNDRED U.S. DOLLARS (USD $100), REGARDLESS OF THE CAUSE. THIS LIMITATION APPLIES TO THE AGGREGATE OF ALL CLAIMS, INCLUDING CLAIMS ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND ANY OTHER TORT, AND APPLIES EQUALLY DURING THE BETA SERVICE PERIOD AND THE GENERAL SERVICE PERIOD.
14.2 Indemnification
Client agrees to indemnify, defend, and hold harmless Giftronaut and its affiliates, officers, directors, and stakeholders (including partners, agents, and collaborators) from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to Client’s use of the API or Client’s breach of these API Terms. This indemnification obligation extends to claims arising from Client’s account activity, content submissions, interactions with third parties, and violations of applicable law.
Section 15. General Provisions
15.1 Independent Contractors
The Parties are independent contractors. Neither Party is the agent, representative, partner, or related entity of the other.
15.2 Non-Exclusivity
These API Terms do not create an exclusive arrangement between the Parties. Giftronaut is free to develop and offer similar products and services, provided that it does not use Client’s confidential information in doing so.
15.3 Notices
Notices provided by Giftronaut under these API Terms may be delivered by email to the address registered in Client’s account, by posting on the Giftronaut platform, or by other reasonable means. Giftronaut may announce changes to these API Terms and other important matters through the platform or by email, and such announcements shall constitute notice to Client. Changes to these API Terms take effect at the earlier of: (a) the first use of the Giftronaut API after Client receives actual notice of the change, or (b) thirty (30) days after the updated API Terms are posted or distributed. If Client does not agree to the updated terms, Client must immediately cease using the API.
15.4 No Waiver
Failure by either Party to exercise any right under these API Terms shall not be deemed a waiver of that right. A waiver is effective only if made in a written document signed by the waiving Party.
15.5 Entire Agreement and Order of Precedence
These API Terms supplement any Individual Agreement between Client and Giftronaut. In the event of any conflict, the Individual Agreement governs with respect to fees, payment, and scope of services, and these API Terms govern in all other respects. Matters not addressed in these API Terms shall be governed by the Individual Agreement. Capitalized terms not defined in these API Terms shall have the meanings set forth in the Individual Agreement.
15.6 Assignment
Giftronaut may assign these API Terms without Client’s consent. Client may not assign or transfer these API Terms or any rights or obligations hereunder to any third party without Giftronaut’s prior written consent.
15.7 Governing Law and Dispute Resolution
These API Terms and any disputes arising out of or relating to these API Terms or Giftronaut’s services shall be governed by and construed in accordance with the laws of the State of Delaware, except to the extent that the arbitration provisions below apply. Any legal proceedings other than arbitration must be brought in a state or federal court located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction and venue of such courts. Each Party waives any objection to such courts as an inconvenient forum and consents to service of process by mail. Each Party also expressly waives its right to a jury trial in any action relating to these API Terms or the services.
Where arbitration is required, the dispute shall be governed by the laws of the State of New York and resolved exclusively by a sole arbitrator in New York, New York, pursuant to the arbitration rules of the International Chamber of Commerce (ICC). All arbitral proceedings, including the award, shall be conducted in English. The arbitral award shall be final and binding, and the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.
You agree to waive all rights to participate in any class action, representative action, private attorney general action, or class arbitration against Giftronaut in connection with the services or these API Terms. You further agree not to consolidate any proceeding or arbitration under these API Terms with any other proceeding or arbitration without the express written consent of all relevant parties.
You agree that all claims relating to the services must be brought within one (1) year of the date on which the cause of action accrued, failing which such claims are permanently barred.
15.8 Survival
Provisions that by their nature should survive termination or expiration of these API Terms—including confidentiality, intellectual property, limitation of liability, indemnification, and governing law—shall remain in full force and effect after termination or expiration.
15.9 Severability
If any provision of these API Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15.10 California Residents
If Client is a California resident, Client waives California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” This waiver means that the indemnification provisions of these API Terms apply even to claims of which Client is not currently aware.
Section 16. Contact
For inquiries regarding these API Terms, please contact us at:
Email: support@giftronaut.com
Company: WINCUBE INC. (operating service: Giftronaut)
By using the Giftronaut API, you acknowledge that you have read and understood these Terms of Use and agree to be bound by them.