These Terms of Service govern your use of the website located at https://santagram.net and any related services provided by SantaGram LLC.
By accessing https://santagram.net, you agree to abide by these Terms of Service and to comply with all applicable laws and regulations. If you do not agree with these Terms of Service, you are prohibited from using or accessing this website or using any other services provided by SantaGram LLC.
We, SantaGram LLC, reserve the right to review and amend any of these Terms of Service at our sole discretion. Upon doing so, we will update this page. Any changes to these Terms of Service will take effect immediately from the date of publication.
These Terms of Service were last updated on 17 October 2022.
When these Terms mention “SantaGram,” “we,” “us,” or “our,” it refers to SantaGram, Inc., a California LLC, and the company you are contracting with.
The Site is an online platform that enables users (“Users”) to generate digital wishlists to simplify gift giving, and to perform related activities and receive related services (the “Purpose”).
If you choose to use the Site as a User, your relationship with SantaGram is limited to being an independent user, and not an employee, agent, joint venturer, or partner of SantaGram for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of SantaGram.
The Site may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. SantaGram is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by SantaGram of such Third-Party Services.
Due to the nature of the Internet, SantaGram cannot guarantee the continuous and uninterrupted availability and accessibility of the Site or its services. SantaGram may restrict the availability of the Site or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Site. SantaGram may improve, enhance and modify the Site and introduce new Services from time to time.
You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify SantaGram of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Site. SantaGram will not be liable for any loss or damage arising from your failure to comply with this.
Use of the Site is not available to persons under the age of 13. If you are between the ages of 13 and 18 (or between 13 and the age of legal majority in your country of residence), you may only use the Site under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Service.
You must be at least 18 years old and able to enter into legally binding contracts to register a SantaGram account and use certain Services associated with such a registered account. By registering a SantaGram account, you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
SantaGram may make access to and use of the Site, or certain areas or features of the Site, subject to certain conditions or requirements, such as completing a verification process or meeting specific quality or eligibility criteria.
SantaGram may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Site ("User Content"); and (ii) access and view User Content and any content that SantaGram itself makes available on or through the Site, including proprietary Content and any content licensed or authorized for use by or through SantaGram from a third party ("Content" and together with User Content, "Collective Content").
You retain your intellectual property ownership rights over content you submit to us for publication on our website. We will never claim ownership of your content, but we do require a license from you in order to use it.
The license you grant us can be terminated at any time by deleting your content or account. However, to the extent that we (or our partners) have used your content in connection with commercial or sponsored content, the license will continue until the relevant commercial or post has been discontinued by us.
The Site, Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Site and Content, including all associated intellectual property rights, are the exclusive property of SantaGram and/or its licensors or authorizing third parties. You will not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Site, Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of SantaGram used on or in connection with the Site and Content are trademarks or registered trademarks of SantaGram in the United States and abroad. Trademarks, service marks, logos, trade names, and any other proprietary designations of third parties used on or in connection with the Site, Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Site or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms or in any other agreement entered into between you and SantaGram. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by SantaGram or its licensors, except for the licenses and rights expressly granted in these Terms.
Subject to your compliance with these Terms, SantaGram grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Site and accessible to you, solely for your personal and non-commercial use.
By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Site, you grant to SantaGram a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Site, in any media or platform. Unless you provide specific consent, SantaGram does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.
You are solely responsible for all User Content that you make available on or through the Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Site or you have all rights, licenses, consents, and releases that are necessary to grant to SantaGram the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or SantaGram's use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates any other SantaGram policy. SantaGram may, without prior notice, remove or disable access to any User Content that SantaGram finds to be in violation of these Terms, or otherwise, may be harmful or objectionable to SantaGram, its Users, third parties, or property.
SantaGram respects copyright law and expects its Users to do the same. If you believe that any content on the Site infringes copyrights you own, please notify SantaGram at help@SantaGram.net.
By using this website, you warrant on behalf of yourself, your users, and other parties you represent that you will not:
You acknowledge that SantaGram has no obligation to monitor the access to or use of the Site by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist SantaGram in good faith, and to provide SantaGram with such information and take such actions as may be reasonably requested by SantaGram with respect to any investigation undertaken by SantaGram or a representative of SantaGram regarding the use or abuse of the Site.
If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to SantaGram by contacting us at help@SantaGram.net; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or SantaGram terminate the Agreement in accordance with this provision.
You may terminate this Agreement at any time by contacting us at help@SantaGram.net and providing notice of your intent to terminate. You may also contact us at the forgoing address to submit (i) a data access request, pursuant to which we will provide you with confirmation of all personal data currently being stored or otherwise used by us and relating to you, and access to the same; (ii) a data rectification request, pursuant to which we will rectify any incorrect data currently being stored or otherwise used by us and relating to you; and/or (iii) a data deletion request, pursuant to which we will delete all personal data currently being stored or otherwise used by us and relating to you.
Without limiting our rights specified below, SantaGram may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
SantaGram may immediately, without notice terminate this Agreement if (i) you have breached your obligations under these Terms, (ii) you have violated applicable laws, regulations, or third-party rights, or (iii) SantaGram believes in good faith that such action is reasonably necessary to protect the personal safety or property of SantaGram, its Users, or third parties (for example in the case of fraudulent behavior of a User).
In addition, SantaGram may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body; (ii) if you have breached these Terms, applicable laws, regulations, or third party rights; (iii) if you have provided inaccurate, fraudulent, outdated or incomplete information during the SantaGram Account registration, listing process or thereafter; (iv) if SantaGram believes in good faith that such action is reasonably necessary to protect the personal safety or property of SantaGram, its Users, or third parties, or to prevent fraud or other illegal activity; (v) for any other bona fide reason determined by SantaGram in a good faith exercise of its reasonable business judgment:
• Limit, restrict or prohibit your access to or use of the Site;
• temporarily or permanently revoke any special status associated with your SantaGram account; or
• temporarily or in case of severe or repeated offenses permanently suspend your SantaGram account.
When this Agreement has been terminated, you are not entitled to a restoration of your SantaGram account or any of your User Content. If your access to or use of the Site has been limited or your SantaGram account has been suspended or this Agreement has been terminated by us, you may not register a new SantaGram account or access and use the Site through a SantaGram account of another User.
If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
If you choose to use the Site or Collective Content, you do so voluntarily and at your sole risk. The Site and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the Services, laws, rules, or regulations that may be applicable to your use of the Site and that you are not relying upon any statement of law or fact made by SantaGram relating to such use.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
Our website and the materials on our website are provided on an 'as is' basis. To the extent permitted by law, SantaGram LLC makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property, or other violation of rights.
In no event shall SantaGram LLC or its suppliers be liable for any consequential loss suffered or incurred by you or any third party arising from the use or inability to use this website or the materials on this website, even if SantaGram LLC or an authorized representative has been notified, orally or in writing, of the possibility of such damage.
In the context of this agreement, “consequential loss” includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise.
Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
You agree to release, defend (at SantaGram’s option), indemnify, and hold SantaGram and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms, (ii) your improper use of the Site or any Services, (iii) your interaction with any User, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction or use, or (iv) your breach of any laws, regulations or third party rights.
This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in the United States; or (ii) do not reside in the United States, but bring any claim against SantaGram in the United States.
Overview of Dispute Resolution Process. SantaGram is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this applies: (1) an informal negotiation directly with SantaGram’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules. Specifically, the process provides:
• Claims can be filed with AAA online (www.adr.org);
• Arbitrators must be neutral, and no party may unilaterally select an arbitrator;
• Arbitrators must disclose any bias, interest in the result of the arbitration or relationship with any party;
• Parties retain the right to seek relief in small claims court for certain claims, at their option;
• The initial filing fee for the consumer is capped at $200;
• The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
• The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and SantaGram each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact SantaGram’s customer service team by emailing us at help@SantaGram.net, or at the contact addresses provided on the Site. If, after a good faith effort to negotiate, one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email before initiating the arbitration. To initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
AGREEMENT TO ARBITRATE. YOU AND SANTAGRAM MUTUALLY AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT OR INTERPRETATION THEREOF, OR TO THE USE OF THE SITE, ANY SantaGram SERVICE OR THE COLLECTIVE CONTENT (COLLECTIVELY, “DISPUTES”) WILL BE SETTLED BY BINDING ARBITRATION (THE “ARBITRATION AGREEMENT”). IF THERE IS A DISPUTE ABOUT WHETHER THIS ARBITRATION AGREEMENT CAN BE ENFORCED OR APPLIES TO OUR DISPUTE, YOU AND SANTAGRAM AGREE THAT THE ARBITRATOR WILL DECIDE THAT ISSUE.
Exceptions to Arbitration Agreement. You and SantaGram each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, SantaGram agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in San Francisco County; (c) in any other location to which you and SantaGram both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
JURY TRIAL WAIVER. YOU AND SANTAGRAM ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.
NO CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS. YOU AND SantaGram ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AS TO ALL DISPUTES. FURTHER, UNLESS YOU AND SantaGram BOTH OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS PARAGRAPH IS HELD UNENFORCEABLE WITH RESPECT TO ANY DISPUTE, THEN THE ENTIRETY OF THE ARBITRATION AGREEMENT WILL BE DEEMED VOID WITH RESPECT TO SUCH DISPUTE.
Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed, and the remainder of the Arbitration Agreement shall be given full force and effect.
Changes. If SantaGram changes this section (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and SantaGram in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
Survival. This Section will survive any termination of these Terms and will continue to apply even if you stop using the Site or terminate your SantaGram account.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Site (“Feedback“). You may submit Feedback by emailing us at help@SantaGram.net, or through the “Help” or “Contact Us” sections of the Site, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
If you reside in the United States, these Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in this document must be brought in state or federal court in San Francisco, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in San Francisco, California.
Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Terms constitute the entire Agreement between SantaGram and you pertaining to the subject matter hereof and supersede any and all prior oral or written understandings or agreements between SantaGram and you in relation to the access to and use of the Site.
No joint venture, partnership, employment, or agency relationship exists between you and SantaGram as a result of this Agreement or your use of the Site.
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
SantaGram’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without SantaGram's prior written consent. SantaGram may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be in writing and given by SantaGram via email, Site notification, or messaging service (including SMS).
If you have any questions about these Terms please email us at help@SantaGram.net, or at the contact information provided in the “Help” or “Contact Us” section of the Site.