Terms & Conditions

Binding Agreement. The present Terms and Conditions (the "Terms" or the "Agreement") constitute a binding agreement between CRM HOLDINGS LLC, doing business as (dba) GIVENLY, a limited liability company organized under the laws of the State of Illinois ("Givenly") and the customer identified in the attached proposal (the "Customer"). Givenly and the Customer are collectively referred to as the "Parties" and individually referred to as a "Party".
Proposal. The present Agreement is attached to and forms an integral part of the Proposal (the "Proposal"). The Proposal shall be governed by and subject to this Agreement.
Givenly’s Services. Givenly shall provide the services listed in the Proposal (the "Services") for the Customer’s benefit. Givenly shall commence the provision of the Services once the following conditions are met: (i) the Customer accepted the Proposal, (ii) the Customer has paid the Deposit (as further defined) and (iii) Givenly delivered the "White Label" version of the Software (as further defined) to the Customer.
Additional Services. Any requests by the Customer for work or services beyond the scope of the Services listed in the Proposal (the "Additional Services") shall be subject to additional fees. Givenly shall provide the Customer with an estimate of the fees and a start date for the performance of the Additional Services.
Deposit and Pricing. Upon the execution of these Terms, the Customer shall pay Givenly a deposit in the amount specified in the Proposal (the "Deposit"). The Customer agrees to pay Givenly the fees listed in the Proposal (the "Fees") according to the payment terms listed in the Proposal. The Fees shall exclude all applicable taxes and shipping fees, each of which shall be payable by the Customer. All invoices issued by Givenly are payable within 30 days.
No Refunds. Payments made to Givenly are final and shall not be refunded to the Customer.
Duration. This Agreement shall be effective as of its signature by both Parties and shall remain in effect for a period of one (1) year, commencing on the effective date of this Agreement (the "Term"). Unless terminated earlier pursuant to Sections 14-17, this Agreement shall automatically renew for successive one (1) year Terms upon the anniversary of the effective date. The Service will automatically renew each year on the anniversary of the effective date unless cancelled in writing by the Customer at least thirty (30) days prior to the renewal date. Failure to provide such written notice will result in the Service being renewed for an additional one-year term, and the Customer shall be responsible for 100% of the Service fees for the renewed term.
Limited Warranties. Givenly represents and warrants the following to the Customer: (i) Givenly shall use commercially reasonable care and skill to perform the Services in accordance with any applicable Statements of Work; (ii) Givenly’s proprietary software platform (the "Software") shall perform in accordance with the Software user guide (the "Software Guide"); and (iii) the Services provided shall not infringe any third party intellectual property rights. Except as otherwise provided, the Services and the Software shall be provided "as is" and "as available". Givenly disclaims all warranties and guarantees with respect to the Services and the Software, including but not limited to warranties with respect to the accuracy, operation, functionality and capabilities of the Services and the Software, whether express or implied, arising by law, custom, or otherwise (including, but not limited to, warranties of merchantability and fitness for a particular purpose). Givenly does not warrant that the Services or the Software shall be available on an uninterrupted basis and without error.
Confidentiality. "Confidential Information" means any information which: (a) is identified or treated as confidential by a Party; (b) would be deemed confidential based on reasonable business judgment; and (c) includes non-public financial and business information relating to products, know-how, research, marketing, software, designs, pricing, costs and other sensitive or private information. Confidential Information shall not include information that: (i) was or is part of the public domain; (ii) entered the public domain, through no fault of the receiving Party; (iii) was in the receiving Party’s possession, without any obligation of confidentiality at the time of its disclosure; or (iv) was independently developed by the receiving Party.
Each Party shall safeguard the other Party’s Confidential Information from unauthorized use or disclosure. Each Party may not disclose the other Party’s Confidential Information, except with the other Party’s prior written consent or as required by law or a valid court order. Each Party may not use the Confidential Information for any purpose other than to perform the obligations set forth in this Agreement.
Ownership. All files, records, documents, specifications, information and similar items relating to the business of a Party shall remain the exclusive property of such Party.
The Software, the Software Guide and materials relating to Software are proprietary to Givenly and owned exclusively by Givenly. The Software, the Software Guide and materials relating to Software are subject to copyright protection. Title to the Software and the Software Guide is and shall remain with Givenly, which title shall include all patents, copyrights, trademarks, trade secrets and other intellectual property relating thereto.
Customer’s Obligations Regarding Software. The Customer agrees to: (i) cease using the Software and the Software Guide at the end of the Term; (ii) not transfer the Software or the Software Guide; (iii) not allow a third party to use the Software or the Software Guide; (iii) not copy or modify the Software or the Software Guide; and (iv) not decompile or reverse engineer the Software or attempt to do so.
Breach. If a Party breaches this Agreement, the non-breaching Party shall provide the breaching Party with a thirty (30) day written notice to cure the breach. If the breaching Party fails to cure the breach within thirty (30) days, the breaching Party shall be in default, and the non-breaching Party may terminate this Agreement. Any payment obligations of the Customer accrued prior to termination of this Agreement shall survive the termination thereof.
Customer Remedies. In case of a breach in connection with the Services, Givenly shall, at Givenly’s sole option, (i) re-provide, replace or repair the Services in question at Givenly’s sole cost, or (ii) refund the Customer for the Fees paid for the affected Services or Software. Notwithstanding the foregoing, Givenly’s aggregate liability arising out of this Agreement shall be limited to the Fees paid to Givenly by the Customer during the twelve (12) months prior to the date of the Customer’s claim.
Termination for Convenience. Either Party may terminate this Agreement for convenience upon giving the other Party at least thirty (30) days prior written notice.
Termination for Cause. Givenly may terminate this Agreement, immediately, by written notice if the Customer is in breach of any material provision of this Agreement or for any reason deemed appropriate by Givenly.
Effects of Termination. Upon the termination of this Agreement for cause, the Proposal(s) in effect shall be terminated, and Givenly shall cease providing the Services for the Customer’s benefit.
Upon the termination of this Agreement for convenience, the Proposal(s) in effect shall remain active (the "Open Proposals"), but the Customer shall be barred from placing additional orders. Givenly shall continue to provide the Services under the Open Proposals.
If a Party terminates a Proposal without terminating this Agreement, Givenly shall cease to perform the Services under such Proposal upon its receipt of the termination notice.
Upon the termination of this Agreement or a Proposal, the Customer shall pay Givenly all amounts due, including but not limited to unpaid Services rendered, Services prepared prior, and costs incurred with third parties. Ongoing provisions, such as limited warranties and liability, shall survive the termination of this Agreement.
Return or Destruction of Customer Data. Givenly shall, at the Customer’s request, return or destroy all Customer data, records, or materials, including all materials incorporating the Customer’s Confidential Information.
Right to Use. The Customer grants Givenly an irrevocable, unlimited and worldwide right to use the Customer’s name and logo for Givenly’s marketing or promotional purposes, and to advertise that the Customer retained Givenly’s Services.
Limited Liability. In no event shall Givenly be liable to the Customer for (i) costs of procurement of substitute Services or Software, or (ii) any indirect, incidental, consequential, special or punitive damages, whether foreseeable or unforeseeable, including, without limitation, lost profits, loss of goodwill, loss of use, or business interruption, however caused, even if Givenly was advised of the possibility of such damages.
Force Majeure. "Force Majeure" refers to unforeseeable circumstances beyond Givenly’s reasonable control and includes government acts, pandemics, epidemics, government orders, strikes, lockouts, earthquakes and other natural disasters. Givenly’s obligations shall be suspended during the term of a Force Majeure event. Givenly shall not be liable for any damages or failure to perform obligations during a Force Majeure event.
Currency. All dollar amounts in this Agreement are in United States dollars (USD).
Assignment and Successors. The Customer may not assign this Agreement without Givenly’s prior written consent. Givenly may assign this Agreement, without the Customer’s consent. This Agreement shall be binding upon the Parties and their respective successors and permissible assigns.
Waivers. The waiver by a Party of any default hereunder shall not operate as a waiver of any subsequent default. Notices. Any notice given under this Agreement shall be in writing and delivered by hand, messenger, overnight courier service or registered mail, return receipt requested.
Disclaimers. The Customer acknowledges that the outcome of the Services shall depend on certain circumstances which extend beyond Givenly’s reasonable control. Moreover, Givenly cannot guarantee that the Services shall produce any particular result with respect to the Customer’s needs or expectations.
Entire Agreement. This Agreement, together with the Proposal, constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements of the Parties. Any representations, promises, or agreements, which are not embodied in this Agreement, shall not be binding.
Amendments. No amendment to this Agreement shall be binding unless provided in writing and signed by Givenly.
Governing Law. This Agreement shall be governed by the laws of the State of Illinois.
Jurisdiction. Any disputes arising out this Agreement shall be subject to the jurisdiction of the competent courts in Cook County, Illinois. The Customer shall pay the costs and expenses, including reasonable attorney fees, should Givenly prevail.
Severability. Any provision of these Terms which is or becomes invalid or unenforceable shall be severed and shall not affect or impair the remaining provisions hereof.
Counterparts. This Agreement may be signed in two counterparts. This Agreement may be electronically executed by the Parties and if so executed, shall be as effective as if the Parties manually executed an original Agreement.
Shipping, Risk of Loss and Carrier Claims. Title to and risk of loss for all merchandise, products, kits and other goods (collectively, the "Merchandise") shall pass to the Customer upon tender of the Merchandise to the commercial carrier, freight forwarder or other delivery provider (each, a "Carrier"). Givenly shall not be liable or responsible for Merchandise that, after tender to a Carrier, is lost, damaged, destroyed, delayed, misdelivered, stolen, refused, returned as undeliverable, or that is reported by the Carrier as delivered but is thereafter missing or cannot be located by the recipient. Givenly shall likewise not be responsible for Carrier delays, service failures, or the failure of any Carrier to meet a published or estimated transit or "in-hands" date. Notwithstanding the foregoing, provided that the Customer reports the incident to Givenly in writing within fifteen (15) days of the Carrier’s delivery scan or, where no delivery scan exists, within fifteen (15) days of the Carrier’s last tracking scan, Givenly shall use diligent, commercially reasonable efforts to (i) trace, locate and recover the affected Merchandise, and (ii) prepare, file and pursue a claim with the applicable Carrier or insurer on the Customer’s behalf. Any amounts actually recovered from a Carrier or insurer in respect of the affected Merchandise shall be credited or remitted to the Customer, net of any fees, duties or costs previously advanced by Givenly. Givenly’s efforts under this Section shall not be construed as an assumption of liability, and Givenly does not guarantee recovery, replacement, reshipment, credit or reimbursement. Any replacement or reshipment of Merchandise requested by the Customer shall be subject to Givenly’s then-current pricing and shall be invoiced to the Customer, except to the extent a Carrier or insurer claim is paid. Incidents reported after the fifteen (15) day period may be reviewed by Givenly on a case-by-case basis; however, most Carriers will not accept a claim filed outside their own claim windows, and Givenly cannot guarantee that a late-reported incident can be traced, claimed or recovered.
Final Sale; No Returns. Except as expressly provided in the Company Store Service terms below, all sales of Merchandise are final. Merchandise is not eligible for return, exchange, cancellation, credit or refund once an order has been submitted for production or fulfillment. Custom, decorated, personalized, made-to-order and kitted Merchandise is non-returnable and non-cancellable in all cases. Cancellation of an order after submission shall not relieve the Customer of its obligation to pay for Merchandise already produced, decorated, kitted, purchased from a vendor, or otherwise committed, together with any related setup, production, freight and third-party costs incurred by Givenly.

Kitting & Branded Project Services (If Applicable)

Projects. Payment for projects is due prior to the commencement of the project. Givenly shall not be responsible for any delays caused by the delayed execution of this Agreement and/or delayed payment by Customer.
Project Change Requests. Any project change request following the execution of this Agreement shall be subject to a fee of two hundred fifty dollars ($250.00) per request. Any project change request may be for (i) substituting one (1) or more items, (ii) substituting packaging options, (iii) adding new or revised artwork, (iv) modifying the artwork placement, (v) modifying artwork colors, (vi) changing the shipping method, (vii) changing the shipping scope (domestic or international), (viii) changing "in-hands" date, or (ix) requesting additional inserts.
Fees for Orders. A fifteen-dollar ($ 15.00) fee is charged to reroute an order while in transit due to an incorrect address, undeliverable address, or the recipient has moved. Each order shipped from Givenly’s warehouse is subject to a fee of three dollars and fifty cents ($ 3.50).
International Orders and Shipping. International orders are subject to applicable duties and fees. The recipient of the order shall be responsible for the payment of any duties, fees, and delivery costs, unless otherwise agreed between the Parties.
Brand On Demand. Any SKU set up fees shall be paid prior to the Customer’s store going live. All items are MADE TO ORDER and cannot be returned once shipped. Defective or damaged products may be replaced and reshipped, at the relevant vendor's discretion. Customers who average 100 orders per month are entitled to 3 replacement orders per quarter.

Company Store Service (If Applicable)

Fees for Warehousing: Warehoused inventory is billed at a rate of thirty cents ($ 0.30) per item per month. Smaller items, such as pens, are billed at a rate of thirty cents ($ 0.30) per one hundred (100) units. Any third party products sent to Givenly’s warehouse incur: (i) a one-time receiving fee of one dollar ($ 1.00) per unit; and (ii) a recurring storage fee of one dollar ($ 1.00) per item per month. All storage fees shall be billed on the last Thursday of every month for inventoried items.
Billing for Corporate Store and Warehousing. Goods and third-party products for a Corporate Store Program shipped from Givenly’s warehouse are subject to monthly billing. Shipping shall be billed on Givenly’s account only: No Customer or third-party shipping account can be used without Givenly’s prior written consent.
Returns and Exchanges. Returns or exchanges after delivery are subject to a fifteen-dollar ($ 15.00) restocking fee. Additional shipping shall be charged for the shipment of the replacement item.
Shipment Times. If the ordered products are in stock, Givenly shall ship them within forty-eight (48) hours.
Inspection of Goods: Givenly remains committed to collaborating with our clients to rectify any order discrepancies. Please ensure that any issues, be it damaged or missing items, incorrect dispatches, or undelivered packages, are reported within 2 business days of delivery. After the 2-business day reporting window, Givenly may review claims on a case-by-case basis. While we strive to accommodate our clients, we cannot guarantee resolution for reports made beyond the allotted time frame. To ensure swift resolution, we strongly encourage timely communication regarding any order discrepancies. The 2-business day period above applies to discrepancies apparent upon delivery, such as damaged, missing, or incorrect items. Merchandise that is lost, stolen, misdelivered, or reported as delivered but missing while in the possession of a Carrier is instead governed by Section 36 (Shipping, Risk of Loss and Carrier Claims) and must be reported within the fifteen (15) day period set forth in that Section.

Redemption Portal and Company Wallet (If Applicable)

Redemption Portal. Completed redemptions are subject to a redemption fee of two dollars and fifty cents ($2.50).
Charitable Redemptions. Upon request, Givenly may add charitable redemptions. Each charitable redemption is subject to a fee consisting of the lesser of: (i) fifteen percent (15%), or (ii) five dollars ($ 5.00) per redemption. The charitable redemption fee is in addition to the redemption fee listed above.
Customer’s Responsibility – Orders. The Customer shall be responsible for orders placed using the Customer’s account. The Customer shall be responsible for securing access to its account within the Givenly portal. Givenly shall not be liable for illegitimate orders placed using the Customer's account.
Company Wallet. The company wallet may only be used for orders placed on the Givenly platform and/or the Customer White Label. Company wallet balances are non-refundable, have no cash value, may not be transferred or assigned, and cannot be redeemed, exchanged or converted except for merchandise offered by Givenly.
Wallet Expiration. Each amount loaded into a company wallet shall expire twenty-four (24) months from the date on which that amount is funded by the Customer, whether or not the amount has been allocated to a recipient. Amounts shall be applied to redemptions in the order funded, with the earliest-funded amounts applied first. Upon expiration, the unused amount shall be forfeited, shall not be reinstated, extended or refunded, and shall be retained by Givenly. Any unused balance remaining in a company wallet as of the termination or expiration of this Agreement shall likewise be forfeited and shall not be refunded, credited or paid out to the Customer or to any recipient. The Customer is solely responsible for communicating wallet balances, allocation and expiration dates to its recipients. The foregoing shall apply except to the extent prohibited by applicable law.
Redeemed Merchandise. Merchandise obtained through the Redemption Portal or a company wallet is made to order or drop-shipped and is final sale. Such Merchandise is not eligible for return, exchange, refund or re-credit to the wallet, and is subject to Section 36 (Shipping, Risk of Loss and Carrier Claims).