Last Updated 2025-07-24
THANKSCRATE, INC. (“THANKSCRATE”) AND THE CUSTOMER IDENTIFIED IN THE APPLICABLE ORDER FORM (“CUSTOMER”) AGREE THAT THESE THANKSCRATE MASTER SERVICES TERMS AND CONDITIONS (THE “TERMS”) GOVERN ACCESS TO AND USE OF THE THANKSCRATE PLATFORM AND ANY RELATED GIFTING OR FULFILLMENT SERVICES PROVIDED UNDER A WRITTEN ORDER FORM THAT EXPRESSLY INCORPORATES THESE TERMS (AN “ORDER FORM”). EACH ORDER FORM, TOGETHER WITH (I) ANY SERVICE-SPECIFIC ADDENDA OR POLICIES REFERENCED THEREIN AND (II) THESE TERMS, CONSTITUTES THE ENTIRE, BINDING “AGREEMENT” BETWEEN THANKSCRATE AND CUSTOMER.
SECTION 1 – DEFINITIONS
For purposes of this Agreement, the capitalized terms below have the following meanings. Capitalized terms not defined here have the meaning given elsewhere in the Agreement or in an Order Form.
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where control means ownership of more than fifty percent (50%) of the voting interests or equity securities of that entity.
1.2 “Confidential Information” means any non-public information disclosed by one Party (“Discloser”) to the other Party (“Recipient”) that a reasonable person would understand to be confidential, including all business, technical, and financial information so disclosed.
1.3 “Customer Data” means all data, files, and other information submitted to the Platform by or on behalf of Customer.
1.4 “Gift” means a Gift Box or any other tangible or digital item of recognition made available through the Platform.
1.5 “Gift Box” means a curated collection of products offered through the Platform at a defined price tier.
1.6 “Gift Credit” means a pre-paid credit redeemable through the Platform toward the purchase of a Gift, unless an Order Form states otherwise.
1.7 “Order Form” means a mutually executed document that references these Terms and sets out the commercial details of Customer’s subscription, including fees, term, and any selected Gift tiers.
1.8 “Personal Data” means information relating to an identified or identifiable natural person that is Processed under this Agreement.
1.9 “Platform” means Thankscrate’s proprietary, cloud-based software-as-a-service solution, including any updates, enhancements, or modifications thereto.
1.10 “Taxes” means all sales, use, value-added, withholding, or similar taxes imposed by any governmental authority, other than taxes based on Thankscrate’s net income.
1.11 “HRIS” means an external human-resources information system (such as ADP, BambooHR, Workday, or a similar platform) that serves as Customer’s system of record for employee data and that Customer may connect to the Platform.
SECTION 2 – PLATFORM LICENSE AND USE
2.1 Subscription Grant. Subject to timely payment of all fees and compliance with this Agreement, Thankscrate grants Customer a limited, non-exclusive, non-transferable right during the Term to allow its authorized employees (“Admin Users”) to access and use the Platform for Customer’s internal employee-recognition programs. All rights not expressly granted are reserved.
2.2 User Seats. The number of Admin User seats purchased appears in the Order Form. Seats are assigned to named individuals and may be re-assigned only upon role change or termination. Additional seats require a new Order Form.
2.3 Customer Obligations. Customer will (a) keep login credentials confidential, (b) maintain accurate Recipient and payment data, (c) use reasonable efforts to prevent unauthorized access, and (d) promptly notify Thankscrate of any suspected breach.
2.4 Prohibited Uses. Customer will not (i) copy, modify, decompile, or create derivative works of the Platform; (ii) rent, resell, or sublicense the Platform or any Gifts; (iii) use the Platform to transmit unlawful or infringing material or to violate the Acceptable Use Policy; or (iv) access the Platform to build a competing product or service.
2.5 Monitoring and Suspension. Thankscrate may monitor usage. If Customer exceeds purchased seats or materially breaches this Section 2, Thankscrate may require Customer to purchase additional seats, cure the breach, or suspend access—and, if necessary, remove offending data—until the issue is remedied. Suspension does not relieve Customer of payment obligations.
2.6 Intellectual-Property Rights. Except for the limited license above, no right or interest in Thankscrate’s intellectual property is transferred to Customer, whether by implication, estoppel, or otherwise.
SECTION 3 – ONBOARDING, ORDERING, AND FUNDING
3.1 Account Setup. Thankscrate will provision Customer’s Platform account and provide initial administrative credentials within a reasonable time after the Effective Date.
3.2 Data Integration. Customer may (a) connect an approved HRIS via the Platform’s secure self-service connector or (b) upload Recipient data via a comma-separated-values (“CSV”) template provided by Thankscrate. Customer is responsible for the accuracy of all data it provides.
3.3 Funding Models. Gift purchases are funded as selected in the Order Form: (i) prepaid Gift Credits, which expire twelve months after purchase (or 30 days post-termination, whichever is sooner), or (ii) pay-per-gift charges to an approved credit card on file. Switching models during the Term requires Thankscrate’s written consent.
3.4 Ordering Workflow.
(a) Milestone Orders. For each enabled milestone (e.g., birthday, work anniversary), the Platform queues a Gift Tier in advance, containing Gift Boxes pre-selected by Customer. Customer designates one Gift Box within that Tier as the “Default Box,” meaning the Gift that will ship automatically if the Recipient does not make a selection before the system cutoff. Recipients may choose any box in the Tier; if no choice is made by the cutoff, the Default Box is sent.
(b) Ad-Hoc Orders. Administrative Users may place One-Off Gift orders at any time, subject to available funding and any spending limits set by Customer. Administrative Users may place a “One Off Gift Order” (a single manually initiated Gift for a specific Recipient outside the milestone schedule) at any time, subject to available funding and any spending limits set by Customer.
(c) Cut-Offs. Orders may be edited or cancelled until they reach “Locked” status as shown in the Platform.
3.5 Fulfilment. Confirmed orders are fulfilled and shipped per Section 6 (Fulfilment and Shipping).
3.6 Acceptance. The Platform is deemed accepted on the earlier of (i) Customer’s first live Gift order or (ii) fifteen days after account provisioning, unless Customer notifies Thankscrate in writing of a material non-conformity, in which case Thankscrate will use commercially reasonable efforts to remedy and re-tender the Platform.
SECTION 4 – FEES AND PAYMENT
4.1 Fee Types. Customer will pay the fees stated in each Order Form, which may include: (a) recurring Subscription Fees for Platform access; (b) Gift Costs that vary by Gift Tier; (c) per-order processing fees for pay-per-gift funding; and (d) any one-time professional-services or add-on fees, along with any applicable state and or federal taxes
4.2 Funding Models. Gift purchases are funded as designated in the Order Form: (i) prepaid Gift Credits, which are debited in real time and expire on the earlier of twelve months after the purchase date or thirty calendar days after this Agreement terminates or expires; any refund of unused Gift Credits after termination is governed by the refund provision in Section 15.3(c); or (ii) pay per gift charges to a valid payment method on file when an order reaches Locked status. Switching between funding models during the Term requires Thankscrate’s prior written consent.
4.3 Invoicing and Payment. Subscription Fees are invoiced monthly in advance unless an Order Form states otherwise. Gift Credits are invoiced at purchase; pay-per-gift charges occur when an order is locked. All invoices are due net-30 in U.S. dollars. Late amounts accrue interest at 1.5% per month (or the legal maximum), which ever is less and may result in suspension of service. Customer must notify Thankscrate of any good-faith invoice dispute within fifteen days of the date of the invoice; Customer waives any objections to a particular invoice if they have not disputed the invoice, in writing, within 15 days of the invoice date.
4.4 Taxes. Fees are exclusive of Taxes. Customer is responsible for paying any and all sales tax due in connection with all Customer purchases made under this agreement or related orders. If Thankscrate is required to collect and remit Taxes on Customer’s behalf, Customer agrees to pay Thankscrate those amounts in the next billing cycle.
4.5 Price Adjustments.
(a) True-Up. Thankscrate may audit Customer’s employee count once per Agreement year; excess usage will be invoiced for the remainder of the then-current Term.
(b) Renewal Increase. Thankscrate may increase Subscription Fees and Gift Costs at renewal by up to five percent (5 %) with forty-five days’ advance written notice.
(c) In-Term Gift-Cost Change. If supplier prices rise materially, Thankscrate may adjust Gift Costs with fifteen days’ written notice, not to exceed percent (10 %) per Gift Tier and no more frequently than once in any ninety-day period. In the event of such a price increase, Customer may de-activate the Tier containing the affected gift.
4.6 Currency Conversion. All charges settle in U.S. dollars; Customer shall bear any foreign-exchange costs.
SECTION 5 – FULFILMENT AND SHIPPING
5.1 Fulfilment Partners. Thankscrate fulfils all Gift orders through independent third-party suppliers and logistics providers (“Fulfilment Partners”) selected in Thankscrate’s discretion.
5.2 Gift Preparation and Substitution. Upon receipt of a Locked order, Thankscrate transmits the order to a Fulfilment Partner for picking, packing, and labelling. Gift Boxes are assembled substantially as described in the Gift Catalog, but items may be substituted with products of equal or greater value if necessary.
5.3 Shipping and Risk of Loss. Unless an Order Form specifies otherwise, Thankscrate or its Fulfilment Partner selects the carrier and service level. Title and risk of loss pass to Customer when the shipment is tendered to the carrier (FOB origin).
5.4 Delivery Estimates. Any delivery dates communicated are non-binding estimates. Thankscrate is not liable for delays caused by carriers, customs, weather, or other factors beyond its reasonable control.
5.5 Tracking Information. Thankscrate will provide basic shipment-status information to Customer after dispatch. Customer is responsible for passing tracking details to Recipients if desired.
5.6 Undeliverable or Returned Gifts. If a Gift is returned due to an incorrect or incomplete address provided by Customer, Thankscrate may (i) re-ship at Customer’s expense or (ii) restock and credit Customer for the Gift Cost less a 15% restocking fee. Refusals or unclaimed packages are handled the same way.
5.7 Damage or Shortage. Customer must report shipping damage or material shortage within five business days of delivery with reasonable evidence. Thankscrate will replace the affected items or credit the Gift Cost, at its option; this is Customer’s sole remedy.
5.8 International Shipments. For Gifts shipped outside the United States, Thankscrate will arrange carriage and customs clearance through its Fulfilment Partners on Customer’s behalf. Thankscrate or its agents may pay any import duties, taxes, or similar charges assessed by the destination country and will invoice those amounts back to Customer at cost. Customs inspections, regulatory delays, or local delivery issues remain at Customer’s risk. If an item is restricted or prohibited in the destination jurisdiction, Thankscrate may substitute or remove that item without liability. Customer will indemnify Thankscrate for penalties or fines arising solely from inaccurate recipient information or special shipping instructions that Customer supplied.
5.9 Customer Obligations. Customer must supply complete and accurate Recipient addresses, follow destination laws, and inform Recipients of any delivery requirements.
5.10 Force Majeure. Fulfilment obligations are subject to Section 16.3 (Force Majeure); delays caused by events outside Thankscrate’s reasonable control excuse performance for the duration of the event.
SECTION 6 – AVAILABILITY AND SUPPORT
6.1 Availability. Thankscrate will use commercially reasonable efforts to keep the Platform available, excluding (a) planned maintenance, for which Thankscrate will give at least 24-hours’ notice, and (b) downtime caused by factors outside Thankscrate’s reasonable control.
6.2 Support. Standard email support is available Monday–Friday, 9:00 a.m.–6:00 p.m. U.S. Eastern Time, excluding U.S. federal holidays. Thankscrate will use commercially reasonable efforts to answer support requests within one business day.
6.3 Optional SLA. Any additional uptime or response commitments must be set out in a separate Service-Level Addendum signed by both Parties, which will supersede this Section for its stated term.
SECTION 7 – DATA PROTECTION
7.1 Roles and Ownership. Customer owns all Customer Data, including Personal Data. Thankscrate processes Customer Data only on Customer’s documented instructions and as processor under applicable data-protection laws.
7.2 Privacy Compliance. Thankscrate will not sell, share, or otherwise disclose Personal Data for advertising or list-brokering unless the parties sign a separate Data Commercialization Addendum. Thankscrate may create and use aggregated or de-identified data that does not identify Customer or Recipients.
7.3 Security Measures. Thankscrate maintains appropriate technical and organizational safeguards, as described in its Security Program Summary, to protect the confidentiality, integrity, and availability of Customer Data.
7.4 Sub-Processors. Customer authorizes Thankscrate to engage Sub-Processors needed to provide the Platform. Thankscrate imposes written data-protection obligations on each Sub-Processor and remains responsible for their performance. A current list of Sub-Processors is available on request; Thankscrate will give reasonable notice of any material changes when required by law.
7.5 Data Subject Requests. Where Customer cannot fulfil a data-subject request using Platform tools, Thankscrate will provide reasonable assistance at Customer’s expense (if any).
7.6 Security Incidents. Thankscrate will notify Customer without undue delay, and no later than 72 hours after confirmation, of any unauthorised access to Personal Data and will cooperate with Customer’s remediation and notification efforts.
7.7 Return or Deletion. Within 30 days after termination, Thankscrate will make Customer Data available for secure download and will then delete or anonymise remaining copies, except to the extent retention is required by law.
7.8 Cross-Border Transfers. International transfers of Personal Data are governed by the Standard Contractual Clauses or other lawful mechanism set out in the parties’ Data Processing Addendum.
SECTION 8 – SECURITY AND INTEGRATIONS
8.1 Security Program. Thankscrate maintains an information-security program with technical, organizational, and physical measures designed to keep the Platform secure and reliable. These measures are reviewed and updated periodically.
8.2 HRIS Integration. Customer may connect an approved HRIS to the Platform through a secure, self service authorization flow that uses the industry-standard OAuth protocol (OAuth allows delegated access without sharing passwords). The link operates through the HRIS application programming interface (“API”) and transfers only the data fields Customer selects. Customer may disable the connection at any time from the Integrations page. If the HRIS API is unavailable or rate limited, automated data synchronization will pause until connectivity is restored.
8.3 Additional Integrations. Thankscrate may add new self-service integrations or connectors from time to time and will notify Customer of any such additions through the Platform or other written communication.
SECTION 9 – CUSTOMER RESPONSIBILITIES
9.1 Account Administration. Customer will designate at least one administrative user, keep login credentials confidential, and promptly disable access for personnel who no longer require it.
9.2 Data Accuracy. Customer must maintain complete and accurate Recipient information. Thankscrate is not liable for delivery failures or extra carrier fees caused by erroneous data provided by Customer.
9.3 Legal Compliance and Acceptable Use. Customer will comply with all applicable anti-bribery, employment, export-control, and sanctions laws and will not: (i) transmit unlawful or offensive content, (ii) probe or disrupt the Platform, (iii) resell the Platform or Gift Credits, or (iv) use the Platform for any person or entity on a government sanctions list.
9.4 Fees and Payment. Customer will pay all fees when due, keep a valid payment method on file for pay-per-gift funding, and resolve any declined payments within five business days of notice.
9.5 Cooperation. Customer will provide reasonable information and assistance requested by Thankscrate for onboarding, integrations, support, and continuous improvement of the Platform.
9.6 Recipient Notifications. The Platform sends transactional emails or texts on Customer’s behalf (for example, milestone reminders and gift-selection links). Customer is responsible for having a lawful basis to send such messages and for any optional text it supplies. Thankscrate will dispatch the messages in accordance with applicable e-mail laws and honor opt-out requests where required.
9.7 Indemnity. Customer will defend, indemnify, and hold harmless Thankscrate and its officers, directors, and employees against any third-party claim arising from Customer Data, Customer-supplied content, or Customer’s breach of this Agreement.
9.8 Suspension. If Customer materially breaches this Agreement and fails to cure within ten days of written notice, Thankscrate may suspend Platform access until the breach is remedied. Suspension does not relieve Customer of its payment obligations.
SECTION 10 – INTELLECTUAL PROPERTY
10.1 Thankscrate IP. Thankscrate owns all rights, title, and interest in the Platform, Documentation, Gift Catalog, and all related trademarks and other intellectual property (“Thankscrate IP”). Customer receives only the limited rights expressly granted in this Agreement.
10.2 Customer IP. Customer retains all rights in Customer Data and Customer’s own trademarks and service marks (“Customer Marks”).
10.3 Feedback. Customer grants Thankscrate a perpetual, worldwide, royalty-free license to use and incorporate any suggestions or feedback regarding the Platform or Gift offerings. Feedback is not Confidential Information and will not knowingly include third-party IP without authorization.
10.4 Marketing Reference. Unless Customer opts out in writing, Thankscrate may display Customer’s name and logo on its website and in sales materials solely to identify Customer as a Platform user. Press releases or case studies require Customer’s prior written approval (email sufficient).
10.5 Use of Customer Marks on Gifts. If Customer supplies artwork or branding for Gift packaging or inserts, Customer grants Thankscrate and its Fulfilment Partners a non-exclusive license to reproduce those materials solely to fulfil Gift orders under this Agreement.
10.6 Reservation of Rights. Except as expressly stated, neither Party transfers any ownership or other rights under this Agreement. All rights not expressly granted are reserved by the owning Party.
10.7 Third-Party Content. Any third-party content displayed in the Platform remains the property of its respective owner and is subject to that owner’s license terms.
10.8 Infringement Claims. Allegations of infringing content on the Platform should be sent to legal@thankscrate.com. Thankscrate will investigate and remove or disable material as required by law.
SECTION 11 – CONFIDENTIALITY
11.1 Definition. “Confidential Information” means non-public business, technical, or financial information disclosed by one Party (“Discloser”) to the other (“Recipient”) that a reasonable person would understand to be confidential, including Customer Data, Platform security details, pricing, and the terms of this Agreement.
11.2 Exclusions. Confidential Information does not include information that Recipient can prove is (a) publicly available through no fault of Recipient, (b) already known without duty of confidentiality, (c) lawfully received from a third party without restriction, or (d) independently developed without use of Discloser’s Confidential Information.
11.3 Obligations. Recipient will (a) use Confidential Information only to perform or exercise rights under this Agreement, (b) protect it with at least the same care it uses for its own similar information (not less than reasonable care), and (c) restrict access to employees, contractors, and advisers with a need to know who are bound by like obligations.
11.4 Compelled Disclosure. Recipient may disclose Confidential Information if required by law, provided it (i) gives prompt notice (unless legally barred) and (ii) limits disclosure to what is legally required, in Thankscrate’s sole discretion.
11.5 Return or Destruction. Upon written request, Recipient will return or destroy Confidential Information, except for backup copies and information retained to comply with law, which remain subject to this Section.
11.6 Injunctive Relief. Unauthorized disclosure or use of Confidential Information may cause irreparable harm; Discloser is entitled to seek injunctive relief without posting bond.
11.7 Survival. These obligations survive three years after termination of this agreement; trade secrets and Customer Data remain protected for as long as they qualify as such under law.
SECTION 12 – REPRESENTATIONS AND WARRANTIES
12.1 Mutual Representations. Each Party represents and warrants that it (a) is duly organised, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) has full power and authority to enter into and perform this Agreement; and (c) will not breach any other agreement by doing so.
12.2 Thankscrate Warranties.
(a) Performance. When used in accordance with the Documentation, the Platform will operate in all material respects as described. If Customer reports a reproducible material non-conformity within 30 days of discovery, Thankscrate will, at its option, (i) correct the non-conformity or (ii) terminate the affected Order Form and refund any prepaid, unused Subscription Fees for the remainder of the Term. This is Customer’s exclusive remedy for breach of this warranty.
(b) Services. Any implementation or support services will be performed in a professional and workmanlike manner using appropriately skilled personnel.
12.3 Customer Warranties.
Customer represents and warrants that (a) it has all rights and consents necessary to provide Customer Data to Thankscrate for the purposes of this Agreement, (b) its use of the Platform and distribution of Gifts will comply with applicable laws (including anti-bribery, export-control, and employment-benefit laws), and (c) Customer Data does not infringe any third-party rights.
12.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 12, THE PLATFORM, GIFTS, AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THANKSCRATE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THANKSCRATE DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED.
12.5 Beta Features. Access to any pre-release or beta features is optional, free of charge, and provided “as is” with no warranties. Thankscrate may modify or discontinue beta features at any time.
SECTION 13 – INDEMNIFICATION
13.1 Customer Indemnity. Customer will defend Thankscrate and its officers, directors, and employees (“Thankscrate Indemnitees”) against any third-party claim arising from (i) Customer Data, (ii) Customer’s use of the Platform or distribution of Gifts in violation of law or Section 9 (Customer Responsibilities), or (iii) Customer’s breach of Section 11 (Confidentiality), and will pay all damages, costs, and reasonable attorneys’ fees finally awarded (or agreed in a settlement approved by Customer).
13.2 Procedure. The party seeking indemnification must (a) promptly notify the indemnifying party in writing (delay relieves obligations only if it prejudices the defence), (b) give the indemnifying party sole control of defence and settlement (settlement must release the indemnified party without admitting fault or imposing non-monetary obligations), and (c) cooperate reasonably at the indemnifying party’s expense.
13.4 Exclusive Remedy. This Section states each party’s entire liability, and the other party’s exclusive remedy, for the claims covered by Sections 13.1 and 13.2.
SECTION 14 – LIMITATION OF LIABILITY
14.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION) ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
14.2 Liability Cap. EXCEPT AS STATED IN SECTION 14.3, EACH PARTY’S TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO THANKSCRATE IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.
14.3 Exclusions from the Cap. The cap in 14.2 does not apply to (a) Customer’s indemnification obligations, (b) a Party’s wilful or grossly negligent breach of Section 11 (Confidentiality), (c) Customer’s payment obligations, or (d) liability that cannot legally be limited.
14.4 Essential Purpose. The Parties agree these limits are fundamental to the bargain and apply even if any exclusive remedy fails of its essential purpose.
SECTION 15 – TERM AND TERMINATION
15.1 Term and Renewal. The Agreement starts on the Effective Date and continues for the subscription term stated in the first Order Form (the “Initial Term”). It will automatically renew for successive periods equal to the Initial Term (each, a “Renewal Term”) unless either Party gives at least 30 days’ written notice of non-renewal.
15.2 Termination for Cause. Either Party may terminate this Agreement immediately on written notice if the other Party (a) materially breaches and fails to cure within 30 days after written notice, (b) becomes insolvent or makes an assignment for the benefit of creditors, or (c) has a bankruptcy petition that is not dismissed within 60 days.
15.3 Effect of Termination. (a) Platform access and licenses end on the termination date. (b) All undisputed fees accrued through that date are immediately due. Prepaid Subscription Fees are non-refundable except when Customer terminates for Thankscrate’s uncured material breach, in which case Thankscrate will refund the unused, pro-rata portion. (c) Unused Gift Credits expire on termination; however, if Thankscrate terminates for convenience or Customer terminates for cause, Thankscrate will refund the value of Gift Credits purchased in the six months immediately before termination. (d) Sections 1 (Definitions), 4 (Fees and Payment), 7 (Data Protection), 10 (Intellectual Property), 11 (Confidentiality), 13 (Indemnification), 14 (Limitation of Liability), this Section 15, and 16 (Miscellaneous) survive termination or expiration.
SECTION 16 – MISCELLANEOUS
16.1 Independent Contractors. The Parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
16.2 Assignment. Thankscrate may assign this Agreement without Customer’s consent (i) to an Affiliate or (ii) in connection with a merger, reorganisation, or sale of substantially all assets. Customer may not assign this Agreement without Thankscrate’s prior written consent, except to an Affiliate or in a merger or asset sale, provided the assignee is at least as credit-worthy and agrees in writing to be bound by this Agreement. Any other attempted assignment is void.
16.3 Force Majeure. Neither Party is liable for delay or failure to perform (other than payment) caused by events beyond its reasonable control. The affected Party will notify the other and resume performance promptly.
16.4 Governing Law and Venue. This Agreement is governed by Florida law, and the Parties submit to the exclusive jurisdiction of the state courts of Hillsborough County, Florida, or, for matters within federal jurisdiction, the U.S. District Court for the Middle District of Florida, Tampa Division.
16.5 Notices. Notices must be in writing and sent by email with confirmation of receipt or by recognized courier. Notices are effective when received.
- Thankscrate notices: legal@thankscrate.com
- Customer notices: the email or address in the latest Order Form.
16.6 Entire Agreement; Order of Precedence. This Agreement (Terms plus Order Forms and referenced addenda) is the entire agreement and supersedes all prior proposals or agreements. If an Order Form conflicts with these Terms, the Order Form prevails for that Order Form only.
16.7 Amendments and Waivers. Changes or waivers are binding only if in writing and signed by both Parties. A waiver applies only to the specific instance.
16.8 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the rest of the Agreement remains in force.
16.9 Electronic Signatures. The Agreement may be executed in counterparts and via electronic signature, each of which is deemed an original.
16.10 Export Compliance. Each Party represents it is not on a U.S. government denied-party list and will not use or provide access to the Platform in embargoed countries or in violation of export laws.
16.11 Publicity. Except as permitted in Section 10.4, neither Party may issue press releases or public statements about this Agreement without the other Party’s prior written consent.
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