Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and VRLY Ventures LLC, a New Jersey limited liability company doing business as gidit ("Company," "we," "us," or "our"), governing your access to and use of the gidit consent-first social commerce platform, website at gidit.com, applications, and all related services (collectively, the "Services").

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY, COOKIE POLICY, AND ACCEPTABLE USE POLICY.

If you use the Services on behalf of a business or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" refers to both you individually and such entity.

2. Eligibility

You must be at least 18 years old and capable of forming a legally binding contract to use the Services. By using the Services, you represent and warrant that you meet these requirements. We reserve the right to refuse service, terminate accounts, or restrict access at our sole discretion.

3. Account Registration and Security

3.1 Account Creation

You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

3.2 Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. YOU AGREE TO NOTIFY US IMMEDIATELY OF ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR ACCOUNT.

3.3 Account Types

The Services support multiple account types, including Customer, Vendor, Influencer, and Agency accounts. Each account type has specific features, capabilities, and responsibilities as described within the platform. You agree to use your account in accordance with the applicable account type.

4. Description of Services

gidit provides a consent-first social commerce platform where customers control their personal data, vendors offer products and services, influencers amplify offers, and agencies manage client accounts. Services include but are not limited to: customer data management with per-vendor sharing controls, vendor storefronts and offer management, offer claiming and redemption with QR verification, social features (posts, reviews, connections), advertising and promotion tools, platform credits (Gidit Bucks), and analytics dashboards.

WE RESERVE THE RIGHT TO MODIFY, SUSPEND, OR DISCONTINUE ANY ASPECT OF THE SERVICES AT ANY TIME, WITH OR WITHOUT NOTICE.

5. Platform Credits and Payments

5.1 Gidit Bucks

The platform includes a virtual credit system ("Gidit Bucks") that users may earn through platform activity and spend on platform features. Gidit Bucks have no monetary value, cannot be exchanged for cash, and are non-transferable except as explicitly permitted within the platform.

5.2 Vendor Wallet and Advertising

Vendors may fund their advertising wallet through third-party payment processing (currently Stripe). All payments are processed by third-party payment processors and are subject to their terms. ALL WALLET FUNDS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY STATED OR REQUIRED BY LAW.

5.3 Taxes

All fees and charges exclude applicable taxes and levies. You are responsible for all applicable taxes, except those based on the Company's net income.

5.4 Sweepstakes and Promotions

The platform may offer sweepstakes and promotional drawings. NO PURCHASE OR PAYMENT IS NECESSARY TO ENTER OR WIN ANY SWEEPSTAKES. Free methods of entry are available for all sweepstakes promotions. Participation in sweepstakes is subject to our Official Sweepstakes Rules, which are incorporated by reference into these Terms. Gidit Bucks spent on sweepstakes entries are non-refundable.

6. Customer Data and Consent

6.1 Data Ownership

Customers retain ownership and control of their personal data at all times. The platform provides granular controls for managing what data is shared with which vendors.

6.2 Vendor Data Access

Vendors may only access customer data that has been explicitly shared by the customer through the platform's consent mechanisms. Vendors agree not to collect, store, or use customer data outside the permissions granted through the platform.

6.3 Data Sharing Revocation

Customers may revoke data sharing permissions at any time. Upon revocation, vendors must cease using the previously shared data.

7. User Content and Conduct

7.1 User Content

"User Content" means any content you submit, post, or transmit through the Services, including posts, reviews, testimonials, photos, videos, comments, and business listings.

7.2 Ownership

You retain ownership of your User Content. By submitting User Content, YOU GRANT US A WORLDWIDE, NON-EXCLUSIVE, ROYALTY-FREE, SUBLICENSABLE, AND TRANSFERABLE LICENSE TO USE, REPRODUCE, MODIFY, ADAPT, PUBLISH, TRANSLATE, DISTRIBUTE, AND DISPLAY SUCH CONTENT in connection with operating and providing the Services.

7.3 Representations

You represent and warrant that: you own or have the necessary rights to submit your User Content; it does not violate any third-party rights; it is accurate and not misleading; and it complies with all applicable laws and these Terms.

7.4 Prohibited Conduct

You agree to comply with our Acceptable Use Policy, which is incorporated by reference into these Terms.

7.5 Content Moderation

We reserve the right to monitor, review, edit, or remove any User Content at our sole discretion, without obligation or notice.

8. Intellectual Property Rights

8.1 Our Intellectual Property

THE SERVICES, INCLUDING ALL CONTENT, FEATURES, FUNCTIONALITY, SOFTWARE, TEXT, GRAPHICS, LOGOS, ICONS, IMAGES, AUDIO, VIDEO, AND THE DESIGN, SELECTION, AND ARRANGEMENT THEREOF, ARE OWNED BY THE COMPANY, OUR LICENSORS, OR OTHER PROVIDERS AND ARE PROTECTED BY COPYRIGHT, TRADEMARK, AND OTHER INTELLECTUAL PROPERTY LAWS.

8.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for their intended purposes.

8.3 Restrictions

You may not: copy, modify, or distribute the Services; use them for unauthorized commercial purposes; remove any proprietary notices; or create derivative works based on the Services.

8.4 Feedback

ANY FEEDBACK, SUGGESTIONS, OR IDEAS YOU PROVIDE REGARDING THE SERVICES MAY BE USED BY US WITHOUT ANY OBLIGATION OR COMPENSATION TO YOU. YOU HEREBY ASSIGN TO US ALL RIGHTS IN SUCH FEEDBACK.

9. Third-Party Services and Links

The Services may contain links to or integrate with third-party services, including payment processors, map providers, and social media platforms. We do not control, endorse, or assume responsibility for third-party services. Your use of third-party services is at your own risk and subject to their respective terms and policies.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that: the Services will be uninterrupted, secure, or error-free; that defects will be corrected; that our servers are free of viruses or harmful components; or that the Services will meet your specific requirements.

YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, OR COMPLETENESS OF USER CONTENT OR ANY INFORMATION PROVIDED THROUGH THE SERVICES.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO US IN THE THREE (3) MONTHS PRECEDING THE CLAIM; OR (B) FIFTY DOLLARS ($50.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you to the extent prohibited by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: your violation of these Terms; your User Content; your use of the Services; your violation of any third-party rights; or your violation of applicable laws or regulations.

13. Dispute Resolution

13.1 Informal Resolution

BEFORE INITIATING ANY FORMAL DISPUTE RESOLUTION, YOU AGREE TO CONTACT US AT legal@gidit.com TO ATTEMPT TO RESOLVE ANY DISPUTE INFORMALLY. WE WILL ATTEMPT TO RESOLVE THE DISPUTE WITHIN THIRTY (30) DAYS.

13.2 Mediation

If informal resolution fails, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed-upon mediator in Middlesex County, New Jersey, before pursuing any other form of dispute resolution. Each party shall bear its own costs of mediation, and the mediator's fees shall be shared equally.

13.3 Binding Arbitration

If mediation does not resolve the dispute within sixty (60) days, either party may elect to submit the dispute to final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Middlesex County, New Jersey, by a single arbitrator. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.4 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

13.5 Exceptions

Either party may seek injunctive or equitable relief in any competent court to protect its intellectual property rights without first engaging in mediation or arbitration.

14. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions. For any disputes not subject to arbitration, you consent to the exclusive personal jurisdiction of the state and federal courts located in Middlesex County, New Jersey.

15. Termination

15.1 Termination by You

You may close your account at any time through your account settings or by contacting us at legal@gidit.com.

15.2 Termination by Us

We may suspend or terminate your account AT ANY TIME, WITH OR WITHOUT CAUSE, WITH OR WITHOUT NOTICE, EFFECTIVE IMMEDIATELY. Reasons may include but are not limited to: breach of these Terms, violation of the Acceptable Use Policy, fraudulent or harmful activity, or extended inactivity.

15.3 Effect of Termination

Upon termination, your right to use the Services immediately ceases. WE MAY DELETE YOUR ACCOUNT AND ALL ASSOCIATED DATA AFTER A REASONABLE RETENTION PERIOD. Any unused Gidit Bucks or wallet funds are forfeited upon termination for cause. Provisions relating to ownership, disclaimers, limitations of liability, indemnification, and dispute resolution shall survive termination.

16. General Provisions

16.1 Entire Agreement

THESE TERMS, TOGETHER WITH OUR PRIVACY POLICY, COOKIE POLICY, ACCEPTABLE USE POLICY, AND ANY OTHER AGREEMENTS REFERENCED HEREIN, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND THE COMPANY REGARDING THE SERVICES.

16.2 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

16.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to reflect the original intent, and the remaining provisions shall remain in full force and effect.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

16.5 Notices

We may provide notices via email, website posting, or other reasonable means. Notices to us should be sent to legal@gidit.com.

16.6 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, civil or military actions, fire, floods, accidents, strikes, or shortages of resources.

17. Changes to Terms

WE RESERVE THE RIGHT TO MODIFY THESE TERMS AT ANY TIME. WE WILL NOTIFY YOU OF MATERIAL CHANGES BY POSTING THE UPDATED TERMS ON OUR WEBSITE AND UPDATING THE "LAST UPDATED" DATE. Your continued use of the Services after changes are posted constitutes your acceptance. If you disagree with the changes, you must discontinue use of the Services.

18. Contact Information

gidit.com c/o VRLY Ventures LLC
1346 How Lane, Unit 7
North Brunswick Township, NJ 08901
Email: legal@gidit.com