Terms and Conditions

LAST UPDATED: JANUARY 5, 2026

1. INTRODUCTION AND ACCEPTANCE

Welcome to Givy Inc. These Terms and Conditions (“Terms”) govern your access to and use of the services, applications, and platform provided by Givy Inc. (“Givy”, “we”, “our”’, or “us”).

By accessing, downloading, installing, or using our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any provision of these Terms, you must immediately cease all use of our Service.

2. KEY POINTS SUMMARY

The following summary is provided for your convenience only and does not replace the complete Terms below:

  • Eligibility: You must be a business entity or individual with full legal capacity and maintain an active e-commerce platform account to use our Service.
  • Permitted Use: The Service may be used solely for legitimate business purposes in compliance with these Terms.
  • Payment Terms: Use of the Service requires payment of applicable fees as outlined in your selected plan.
  • Service Suspension: We reserve the right to suspend or terminate your access if you violate these Terms.
  • Privacy Protection: We are committed to protecting your privacy and the privacy of your customers as detailed in our Privacy Policy and Data Processing Agreement, both incorporated by reference.
  • Ownership Rights: Givy Inc. retains all intellectual property rights in the Service and associated materials.
  • No Warranties: The Service is provided on an “as is” basis without warranties of any kind.
  • Liability Limitations: Our liability for damages arising from your use of the Service is limited as specified in these Terms.
  • Governing Law: These Terms are governed by the laws of Manitoba, Canada and disputes shall be resolved in the courts of Manitoba, Canada.

3. DEFINITIONS

“Service” means the online platform, software applications, tools, and related services provided by Givy Inc. for business engagement, customer rewards, and gift card management.

“Application” means the software application(s) that may be downloaded, installed, or accessed through your e-commerce platform account.

“Merchant” or “you” means the business entity or individual using the Service.

“Fees” means all charges applicable to your use of the Service as specified in your subscription plan.

“Content” means any data, text, images, or other materials uploaded to or generated through the Service.

4. ELIGIBILITY AND ACCOUNT REQUIREMENTS

4.1 Eligibility Criteria

To use the Service, you must meet all of the following requirements:

  • Be a legally registered business entity or an individual aged 18 years or older with full legal capacity to enter into binding contracts
  • Maintain an active account with a supported e-commerce platform
  • Possess the legal authority to bind your organization to these Terms if acting on behalf of a business entity
  • Not be prohibited from using the Service under applicable laws or regulations

4.2 Account Responsibility

You are solely responsible for:

  • Maintaining the security and confidentiality of your account credentials
  • All activities conducted through your account
  • Ensuring compliance with your e-commerce platform’s terms of service
  • Providing accurate and current registration information
  • Promptly updating your account information when changes occur

5. LICENSE AND PERMITTED USE

5.1 Grant of License

Subject to your compliance with these Terms and payment of applicable Fees, Givy Inc. grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business operations.

5.2 Installation and Access

To utilize the Service, you must:

  • Sign into your e-commerce platform account
  • Complete the installation process for the Application
  • Configure the Service according to the provided documentation
  • Maintain compliance with your e-commerce platform’s terms and conditions

5.3 Third-Party Platform Terms

Your use of the underlying e-commerce platform is governed exclusively by that platform’s terms of service. Givy Inc. is not responsible for enforcing third-party terms, and you bear sole responsibility for compliance with such terms.

6. FEES, BILLING, AND PAYMENT TERMS

6.1 Trial Period

New users may access the Service on a trial basis at no charge. Following the trial period, continued use requires selection of a paid subscription plan.

6.2 Subscription Fees

The Service is provided on a subscription basis according to the pricing plan you select (“Plan”). All Fees are quoted in United States Dollars unless otherwise expressly stated.

6.3 Payment Authorization

By subscribing to a Plan, you authorize Givy Inc. to charge the applicable Fees to your designated payment method. Charges include:

  • Subscription fees according to your selected Plan
  • Applicable taxes, including but not limited to sales tax, VAT, and withholding tax
  • Payment processing fees or surcharges imposed by third-party payment processors

6.4 Non-Refundable Payments

All Fees paid are final and non-refundable, regardless of whether you actively use the Service or derive benefit from it during the subscription period.

6.5 Tax Responsibility

You are responsible for paying all applicable taxes and governmental charges associated with your use of the Service. All quoted Fees are exclusive of such charges unless explicitly stated otherwise.

6.6 Payment Failure

Failure to pay applicable Fees when due may result in immediate suspension or termination of your access to the Service.

7. TERM AND TERMINATION

7.1 Termination by Merchant

You may terminate these Terms at any time by:

  • Uninstalling the Application from your e-commerce account
  • Providing written notice to Givy Inc. at info@givy.ai
  • Completing any applicable account closure procedures

7.2 Termination by Givy Inc.

We reserve the right to suspend, limit, or terminate your access to the Service, with or without notice, if:

  • You breach any provision of these Terms
  • Your account remains inactive for an extended period
  • We determine, in our sole discretion, that continued provision of Service poses legal, security, or operational risks
  • You engage in fraudulent, abusive, or harmful conduct

7.3 Service Discontinuation

Givy Inc. may, at any time and without liability to you, discontinue operation of the Service, in whole or in part, either temporarily or permanently, for all users or selected users.

7.4 Effects of Termination

Upon termination of these Terms:

  • Your license to use the Service immediately terminates
  • You must cease all use of the Application and Service
  • You will lose access to all data, Content, and features associated with your account
  • All outstanding Fees become immediately due and payable
  • Provisions of these Terms that by their nature should survive termination shall remain in effect

8. ACCEPTABLE USE AND RESTRICTIONS

8.1 Prohibited Activities

While using the Service, you agree not to:

  • Violate these Terms, your e-commerce platform’s terms of service, or any applicable laws, regulations, or rules
  • Engage in conduct that constitutes or encourages criminal activity or gives rise to civil liability
  • Interfere with, disrupt, or place excessive burden on the Service infrastructure
  • Attempt to breach security measures or identify vulnerabilities in the Service
  • Circumvent, disable, or manipulate any features, functionality, or access controls of the Service
  • Deploy automated systems, including robots, scrapers, or crawlers, to access or collect information from the Service
  • Misrepresent your identity, affiliation, or authority
  • Collect, harvest, or process personal information of other users without proper authorization
  • Generate automated queries or requests to the Service
  • Link to the Service from websites or applications containing illegal, offensive, or inappropriate content
  • Use the Service to develop, support, or distribute competing products or services

8.2 Security Compliance

You must:

  • Maintain reasonable security measures to protect your account
  • Immediately notify Givy Inc. of any unauthorized access or security breaches
  • Cooperate with our security investigations and assessments

9. PRIVACY AND DATA PROTECTION

9.1 Privacy Commitments

Givy Inc. is committed to protecting the privacy of our Merchants and their customers. Our privacy practices are detailed in our Privacy Policy, which is incorporated into these Terms by reference.

9.2 Data Processing

The collection, processing, and protection of personal data through the Service is governed by our Data Processing Agreement (“DPA”), which is incorporated into these Terms by reference.

9.3 Your Privacy Obligations

You must:

  • Obtain all necessary consents from your customers before collecting their data through the Service
  • Comply with all applicable privacy and data protection laws
  • Maintain your own privacy policy that accurately describes your data practices

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Givy Inc.’s Ownership

All right, title, and interest in and to the Service, including but not limited to:

  • Software, source code, and object code
  • Patents, copyrights, trademarks, service marks, and trade names
  • Trade secrets, proprietary algorithms, and methodologies
  • User interface designs and documentation
  • All associated goodwill

remain the exclusive property of Givy Inc. and its licensors. No rights are granted except as explicitly stated in these Terms.

10.2 Restrictions on Use

You may not:

  • Copy, modify, or create derivative works based on the Service
  • Reverse engineer, decompile, or disassemble any component of the Service
  • Remove, alter, or obscure any proprietary notices on the Service
  • Use Givy Inc.’s intellectual property except as expressly permitted

10.3 Trademark Restrictions

You may not use any trademark, service mark, logo, or domain name that is identical or confusingly similar to Givy Inc.’s marks. Any use of our trademarks requires prior written approval.

10.4 Feedback and Suggestions

Any feedback, suggestions, or ideas you provide regarding the Service may be used by Givy Inc. without restriction or compensation to you.

11. SERVICE MODIFICATIONS AND AVAILABILITY

11.1 Updates and Changes

Givy Inc. may, but is not obligated to:

  • Release updates, upgrades, or enhancements to the Service
  • Modify, add, or remove features or functionality
  • Change the user interface or Service architecture

We determine the timing, scope, and nature of such changes in our sole discretion.

11.2 Service Discontinuation

We may temporarily or permanently suspend, modify, or discontinue any aspect of the Service at any time without notice and without liability to you.

11.3 No Obligation to Maintain

Givy Inc. has no obligation to maintain, support, or continue operating the Service or any particular feature thereof.

12. DISCLAIMER OF WARRANTIES

12.1 “AS IS” Provision

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL DEFECTS AND WITHOUT WARRANTY OF ANY KIND. GIVY INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND AGENTS (COLLECTIVELY, “GIVY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY
  • FITNESS FOR A PARTICULAR PURPOSE
  • TITLE AND NON-INFRINGEMENT
  • ACCURACY, RELIABILITY, OR AVAILABILITY
  • UNINTERRUPTED OR ERROR-FREE OPERATION
  • SECURITY OR FREEDOM FROM VIRUSES OR HARMFUL COMPONENTS
  • RESULTS OR OUTCOMES FROM USE OF THE SERVICE

12.2 No Guarantee of Performance

GIVY INC. DOES NOT WARRANT THAT:

  • The Service will meet your requirements or expectations
  • The Service will operate without interruption, delays, or errors
  • Any defects or errors will be corrected
  • The Service will be compatible with your systems or third-party services
  • Data or Content will be secure or not lost

12.3 Third-Party Dependencies

The Service relies on third-party software, hardware, and networks that are outside Givy Inc.’s control. We make no warranties regarding the performance, availability, or security of such third-party components.

12.4 No Data Backup

THE SERVICE DOES NOT PROVIDE DATA BACKUP OR RECOVERY SERVICES. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING BACKUP COPIES OF YOUR DATA AND CONTENT.

13. LIMITATION OF LIABILITY

13.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GIVY INC. OR THE GIVY PARTIES BE LIABLE FOR ANY:

  • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
  • LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
  • LOSS OF GOODWILL OR REPUTATION
  • COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES
  • DAMAGES ARISING FROM INTERRUPTION OF USE OR LOSS OF DATA

This limitation applies regardless of the theory of liability (whether in contract, tort, negligence, strict liability, or otherwise) and even if Givy Inc. has been advised of the possibility of such damages.

13.2 Scope of Exclusion

The limitations in this Section apply to claims arising from or related to:

  • Your use of or inability to use the Service
  • Unauthorized access to or alteration of your data
  • Any conduct or content of third parties on the Service
  • Any interactions with other users
  • Billing or payment disputes
  • Termination or suspension of your account
  • Features, functionality, or changes to the Service
  • Reliance on information obtained through the Service

13.3 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF GIVY INC. AND THE GIVY PARTIES FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO GIVY INC. IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13.4 Essential Basis of Agreement

You acknowledge that the limitations of liability in this Section are fundamental elements of the agreement between you and Givy Inc., and that Givy Inc. would not provide the Service without these limitations.

13.5 Jurisdictional Variations

Some jurisdictions do not allow certain warranty disclaimers or limitations of liability. In such jurisdictions, the limitations in this Section shall apply to the maximum extent permitted by law.

14. INDEMNIFICATION

14.1 Your Indemnification Obligation

You agree to indemnify, defend, and hold harmless Givy Inc. and the Givy Parties from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

  • Your use or misuse of the Service
  • Your violation of these Terms
  • Your violation of any applicable law or regulation
  • Your violation of any third-party rights, including intellectual property, privacy, or publicity rights
  • Any Content you upload or transmit through the Service
  • Any disputes between you and your customers or other third parties

14.2 Defense and Settlement

Givy Inc. reserves the right, at its own expense, to assume exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of such claims.

15. SUPPORT AND SERVICE QUALITY

15.1 Service Availability

The availability, quality, and performance of the Service depend on various factors, including third-party software, hardware, and telecommunications networks that are beyond Givy Inc.’s control.

15.2 Interruptions and Downtime

We may need to interrupt the Service periodically for maintenance, upgrades, or other operational purposes. Such interruptions may occur with or without advance notice.

15.3 Technical Support

Givy Inc. will provide technical support for the Service during standard business hours through designated support channels. We will make reasonable efforts to respond to support requests in a timely manner, but we:

  • Make no guarantee regarding response times
  • May decline support requests that require unreasonable time or resources
  • Do not warrant successful resolution of all technical issues

15.4 Security Response

We will acknowledge reports of data security vulnerabilities within 16 business hours of receipt.

16. MODIFICATION OF TERMS

16.1 Right to Amend

Givy Inc. reserves the right to modify these Terms at any time. When we make material changes, we will notify you through the Service, via email, or through other appropriate means.

16.2 Effective Date

Modified Terms become effective upon the date specified in the notification, or if no date is specified, upon posting to the Service.

16.3 Continued Use Constitutes Acceptance

Your continued use of the Service after the effective date of modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must discontinue use of the Service.

16.4 Most Current Version

The most current version of these Terms will always be accessible through the Service at https://www.givy.ai/terms.

17. THIRD-PARTY LINKS AND CONTENT

17.1 External Links

The Service may contain links to third-party websites, services, or resources. Givy Inc. does not endorse, control, or assume responsibility for any third-party content or services.

17.2 No Warranty for Third-Party Content

We make no representations regarding the accuracy, legality, safety, or quality of third-party content or services. Your interactions with third parties are solely between you and such third parties.

17.3 Commercial Content

The Service may display commercial information, advertisements, or promotional content. We do not endorse or warrant any products or services promoted through such content.

18. COMMUNICATIONS AND NOTICES

18.1 Electronic Communications

By using the Service, you consent to receive electronic communications from Givy Inc., including service announcements, administrative messages, and marketing communications.

18.2 Notice to Givy Inc.

All notices to Givy Inc. under these Terms must be sent in writing to:

Givy Inc.
1700-360 Main Street
Winnipeg, MB R3C 3Z3
Canada
Email: info@givy.ai

18.3 Notice to You

We may provide notice to you via:

  • Email to the address associated with your account
  • Posting within the Service
  • Other electronic means

Notices are deemed effective when sent or posted.

19. GOVERNING LAW AND JURISDICTION

19.1 Choice of Law

Regardless of your location, these Terms and your use of the Service shall be governed by and construed in accordance with the laws of Manitoba, Canada, without regard to conflict of law principles that would result in application of the laws of another jurisdiction.

19.2 Exclusive Jurisdiction

Any dispute, claim, or controversy arising from or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the courts located in Manitoba, Canada. You and Givy Inc. each hereby irrevocably consent to the personal jurisdiction of such courts and waive any objection based on improper venue or forum non conveniens.

19.3 Alternative Forum

Notwithstanding the foregoing, Givy Inc. may bring claims:

  • In any court having jurisdiction over you for purposes of the indemnification provision
  • In any jurisdiction for injunctive or equitable relief

19.4 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AND GIVY INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

20. GENERAL PROVISIONS

20.1 Entire Agreement

These Terms, together with the Privacy Policy and Data Processing Agreement, constitute the entire agreement between you and Givy Inc. regarding the Service and supersede all prior agreements, representations, and understandings.

20.2 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

20.3 No Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by Givy Inc. No failure or delay by Givy Inc. in exercising any right or remedy shall operate as a waiver thereof.

20.4 Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms without Givy Inc.’s prior written consent. Any attempted assignment in violation of this provision is void.

Givy Inc. may freely assign these Terms, in whole or in part, including all rights and obligations, upon notice to you. This includes assignment in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets related to the Service.

20.5 Force Majeure

Givy Inc. shall not be liable for any delay or failure to perform obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, governmental actions, or failures of third-party services.

20.6 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Givy Inc. You have no authority to bind Givy Inc. or create obligations on its behalf.

20.7 Survival

Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to provisions regarding intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution.

20.8 Construction

Headings and titles in these Terms are for convenience only and shall not affect interpretation. The words “include” and “including” shall be deemed followed by “without limitation.”

21. CONTACT INFORMATION

For questions, concerns, or notices regarding these Terms or the Service, please contact us at:

Givy Inc.
1700-360 Main Street
Winnipeg, Manitoba R3C 3Z3
Canada

Email: info@givy.ai
Website: https://www.givy.ai

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BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.