Terms of Service

Terms of Service

Welcome, and thank you for your interest in Govalo, Inc. (“Govalo,” “we,” or “us”) and our website at www.govalo.com, along with our related websites, networks, applications, mobile applications, and other services provided by us, our subsidiaries and our affiliates (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Govalo regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

IMPORTANT! BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING GOVALO’S PRIVACY POLICY (TOGETHER, THESE “TERMS”) AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER DURING THE REGISTRfATION PROCESS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND GOVALO’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY GOVALO AND BY YOU TO BE BOUND BY THESE TERMS.

You can view, print, download or save the Terms at any time, under the “Terms of Service” link that appears on our website.

We reserve the right to change these terms and conditions at any time without notice, by updating these Terms, and such changes will be effective as of the date these updates (or an updated version of these Terms) is posted to our website. We may provide notice to you of material revisions by means of a general notice on our website. Your continued use of the Service after such revisions are posted will signify your agreement to these revised terms. Therefore, you should visit this page periodically to review these Terms. If you do not agree to the modified Terms, you should discontinue your use of the Service.

ARBITRATION NOTICE. You understand and agree that disputes arising under these Terms will be resolved by confidential binding, individual arbitration. (See section below).

Services.

Govalo develops and makes available to you apps which are designed to enhance the digital gifting, store credit, rewards, and refunds experience for your eCommerce platform (the “Services”).

The specifics of each aspect of the Services (including technical details, support and pricing information) are posted on our website, as we may amend them from time to time, as well as in any applicable statement of work we may issue to you, in respect of the Services. Where you engage us to custom develop Services, the details of our engagement will be governed by any additional documents and agreements as part of that engagement.

We take reasonable efforts to explain each Service’s features to you on our website, but we can’t guarantee a Service will look or perform exactly like it appears on a demo page. We shall use commercially reasonable efforts to provide technical support for Services. We are not required to provide any support or services to your customers unless we have a separate agreement with you obligating us to provide support or services.

If you have any questions about any terms or details of any of our Services, please reach out to us at the contact information below. 

Eligibility.

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

Payment & Fees.

The Service is offered subject to your payment of applicable fees (the “Fees”), in accordance with the schemes and amounts presented to you upon downloading, installing, or otherwise using the Service. All Services are provided on a per store basis, meaning you will have to purchase Services on an individual store basis. 

Unless otherwise indicated, the sale is finalized when you conclude the purchase of the Service, and your method of payment will be charged following your predefined billing cycle on that eCommerce platform. When you make a payment, you confirm that you are entitled to use the method which you have used to make the payment.

All payments to Govalo do not include applicable sales, goods and services, harmonized, or any other taxes or fees, which may be charged by governmental authorities. Such taxes and/or fees will be added to the total amount you are required to pay and billed to your method of payment. Payment of these taxes and/or fees will be your sole responsibility.

In the event that you are billed directly by us, in most cases, you will be billed in advance of your payment period, typically monthly. In some cases, such as for overages, you may be billed in the month after the overages incurred. You must make all payments, without any setoff or deduction for any reason, within fifteen (15) days of the date of your invoice in a manner determined by us in our sole discretion.

Failure to pay in accordance with these Terms will result in any outstanding balance on issued gift cards to NOT be redeemable. Additionally, we may at any time discontinue or terminate your access to the Services, its features, or any part thereof, temporarily or permanently, for all users, or for certain users.

Accounts and Registration.

You may be required, when you use certain features of the Services, to create an account with us, including a username and password. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, store URL, or other contract information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. In addition, you are responsible for maintaining the confidentiality of your password and you are responsible for all uses of your username, whether or not you authorize such uses. You agree to notify us immediately of any actual or suspected loss, theft or unauthorized use of your username and password, or your account. We are not responsible for verifying your identity or the identity of anyone who uses your account, and we are not liable for any loss or damage as a result of your failure to protect your password, or as a result of unauthorized use of your username and/or password account. You agree that any registration information you provide will be true and accurate, and that you will update it, as is necessary to keep it current. We reserve the right to automatically log you out of your account after such a period of inactivity as we determine is reasonable, in the circumstances.

We care about the security of our users. While we work hard to protect the security of your User Content, personal data, and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately in the event of any actual or suspected breach or unauthorized access or use of your account.

If you are a resident of the European Union: You have the right to delete your account with us by contacting us. If you choose to permanently delete your account, the non-public personal data that we have associated with your account will also be deleted.

Restrictions.

By using the Services you agree NOT to:

1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;

2. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

3. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; or (iii) breaching or identifying any security vulnerabilities; or (iv) sending automated or machine generated queries;

4. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

5. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission;

6. collecting, harvesting, obtaining, or processing personal information of or about other users of the Service;

7. may not copy, reverse engineer, modify or create derivative works of the Service’s intellectual property, in any way or by any means.

Ownership; Proprietary Rights.

The Service is owned and operated by Govalo. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (the “Materials”) provided by Govalo are protected by intellectual property and other laws. All Materials included in the Service are the property of Govalo or its third party licensors. Except as expressly authorized by Govalo, you may not make use of the Materials. Govalo reserves all rights to the Materials not granted expressly in these Terms.

User Content.

Certain features of the Service may permit users to upload content to the Service, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“User Content”) and to publish User Content on the Service. You may retain any copyright and other proprietary rights that you may lawfully hold in the User Content.

We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Govalo may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Govalo with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Govalo does not permit copyright-infringing activities on the Service.

Govalo does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Govalo reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Govalo chooses to monitor the content, Govalo still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

Feedback.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Govalo an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

Code.

On occasion to fully utilize the Services, Govalo may, in its sole discretion, make available certain code (the “Code”) to be copied and pasted. You agree to not modify the Code except as expressly directly by Govalo. You agree Govalo bears no responsibility for Code you use, and you take full responsibility for any liability resulting from such Code.

Website Links.

We do not monitor or review the content of other parties’ websites and services which are linked to from this website, nor do we control the availability and content of such websites and services. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by us and we should not be regarded as the publisher of such opinions or material, nor are we responsible for the accuracy of such opinions or material.

Please be aware that we are not responsible for the privacy practices, or content of third party websites and services. We encourage our users to be aware when they leave our website, and to read the terms of use and privacy statements of the websites that they may link to or access. You should evaluate the security and trustworthiness of any other website connected to our website or accessed through our website yourself, before disclosing any personal data to it. Govalo will not accept any responsibility for any loss or damage in whatever manner, however caused, resulting from your disclosure to third parties of personal data.

Communications.

When you visit our website, use the Services or send emails to us, you are communicating with us electronically. We may communicate with you by email or by posting notices on our website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically, satisfy any legal requirement that such communications be in writing and/or signed.

You are not required to agree to receive promotional messages from us as a condition of using the Services. However, by electing to submit your contact information to us and agreeing to these Terms, you agree to receive certain communications from Govalo. These communications may include, for example, operational communications concerning your account or use of the Services, updates concerning new and existing features of the Services or Govalo websites, and promotional communications concerning promotions run by us or third parties, and news relating to the Services and industry developments. If you wish to stop receiving promotional communications from us, follow the instructions we provide in the communication for that category of communication.

All notices given by you to us, must be given to us at the address set out below or by email to support@govalo.com. We may give notice to you at the email or mailing address you provide to us when you place an order with us, or register to use the Services, or by way of a general posting on our website. Notice will be deemed to be received immediately when posted on our website, twenty-four (24) hours after an email is sent and three (3) days after a letter is posted. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post. In the case of an email, notice will be proved by showing the email was sent to the specified email address of the recipient of the notice.

Analytics.

Govalo may collect and analyze anonymized, de-identified information relating to your account and your customers (“Customer Analytics Data”), in order to improve its products and services and for other reasonable internal business purposes and aggregate such anonymized, de-identified information with anonymized, de-identified information of its other users for purposes of creating and distributing case studies industry reports and for conducting research and development efforts in connection with and improving its products and services; provided that, the information does not, and could not reasonably be used to, relate back to or identify you or your customers. You hereby grant us the right to: (i) add analytics plug-ins of our third party analytics service providers in your account to allow them to collect Customer Analytics Data on behalf of Govalo, and (ii) collect Customer Analytics Data as provided herein. You agree that your privacy policy will (a) clearly indicate that you use third party services providers, like and including, Govalo, in order to make your service available, and that such third party services providers will have access to and will use such customer information in order to improve the Service, and (b) clearly indicate that certain of your third party partners, like and including Govalo, will have access to and will use your customer information on an aggregate and anonymized basis, for industry analysis, demographic profiling, and other purposes.

Govalo owns all rights, title and interest in and to the Customer Analytics Data collected by or on behalf of Govalo.

Social Media.

Govalo shall use and share your publicly available social media and advertising efforts to promote gift cards, store credit, or use of our Services. Govalo shall publish any publicly available efforts as content on our website, email, or on social media websites including but not limited to Instagram, Twitter, and Facebook. 

Indemnity.

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Govalo and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Govalo Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

Disclaimers; No Warranties.

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. GOVALO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. GOVALO DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND GOVALO DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR GOVALO ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE GOVALO ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. GOVALO DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT GOVALO IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE GOVALO ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY GOVALO ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE GOVALO ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO GOVALO FOR ACCESS TO AND USE OF THE SERVICE IN THE THREE (3) MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) ONE HUNDRED DOLLARS ($100). EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Dispute Resolution and Arbitration.

In the event of any controversy or claim arising out of or relating to these Terms, or any breach thereof, such controversy or claim shall be determined and settled by confidential arbitration, conducted in English, held in Los Angeles County, California, administered by the American Arbitration Association (“AAA”) before a sole arbitrator in accordance with the then-current AAA Commercial Arbitration Rules. The award rendered by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.

Governing Law.

These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Govalo submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles, California for resolution of any lawsuit or court proceeding permitted under these Terms. We make no representation that Materials included in the Service are appropriate or available for use in other locations.

Internet Connectivity and Compatible Technology.

The availability and functioning of the Services depend on the availability of a properly functioning Internet connection, as well as compatible hardware and software. We are not responsible for ensuring uninterrupted access to the Internet or any charges you incur, in association with your use of the Internet, nor are we responsible for ensuring your hardware and software are compatible with the Services. You acknowledge that your access to and use of the Services may be impaired or prevented by factors beyond our control (such as issues with your computer system or Internet connectivity), and that we are not responsible for any such factors, or their effects. We are not liable for any failure to backup or restore any information or for interruptions, delay or suspension of access to or unavailability of the Services, or any loss of such information, data or transmissions. It is your responsibility to ensure that your data is backed up effectively.

Headings.

The word titles underlining any heading destinations contained herein are interested solely for convenience and under no circumstances are they to be treated or construed as any part of this instrument.

Partial Invalidity.

If any term or provision of this lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease shall be valid and enforceable full as extent permitted by law.

Contact Us.

Our contact information can be found on our Contact Us link on our website.

Govalo is registered in Atlanta, Georgia, United States, registered office: 2727 Paces Ferry Road SE Suite #750.