Terms and Conditions

By accessing, registering for, or using the Gimel platform, website, mobile application, or any associated services (collectively, the "Platform"), you ("User," "you," or "your") agree to be legally bound by these Terms and Conditions ("Terms"), our Privacy Policy, and all applicable laws and regulations. If you do not agree to these Terms in their entirety, you must immediately cease use of the Platform.

These Terms constitute a binding legal agreement between you and Wayby Inc., DBA Gimel.ai ("Gimel," "we," "us," or "our"). Gimel reserves the right to amend, modify, or replace these Terms at any time at its sole discretion. Your continued use of the Platform after any such modification constitutes your acceptance of the revised Terms. It is your sole responsibility to review these Terms periodically.

The Platform is intended solely for individuals who are at least 18 years of age and who have the legal capacity to enter into binding contracts under applicable law. By using the Platform, you represent and warrant that you meet these requirements. Gimel reserves the right to terminate your access without notice if we have reason to believe you do not meet these eligibility requirements.

The Platform is currently available only to residents of jurisdictions where its use is lawful. It is your sole responsibility to determine whether using the Platform is legal in your jurisdiction. Gimel makes no representations that the Platform is appropriate or available in all locations.

Gimel provides a technology platform that facilitates the voluntary conversion of third-party loyalty points, miles, and rewards currency ("Loyalty Currency") owned by Users into monetary donations directed to qualifying schools, nonprofit organizations, and charitable causes selected by the User ("Beneficiaries").

Gimel acts solely as a technology intermediary. Gimel does not:

• own, manage, or control any third-party loyalty program;
• guarantee the availability, value, or convertibility of any Loyalty Currency;
• guarantee the receipt, application, or use of any donation by any Beneficiary;
• provide tax, financial, legal, or charitable giving advice of any kind;
• warrant any specific outcome, impact, or result from any conversion or donation.

— Conversion rates are determined by Gimel at its sole discretion and are subject to change without notice. Gimel makes no representation that conversion rates represent fair market value or best available rates.

To access certain features of the Platform, you must create an account. You agree to:

• provide accurate, current, and complete information during registration;
• maintain and promptly update your account information to keep it accurate and current;
• maintain the security and confidentiality of your login credentials;
• accept full responsibility for all activity occurring under your account;
• immediately notify Gimel of any suspected unauthorized use of your account.

Gimel reserves the right to suspend or terminate your account at any time, for any reason or no reason, with or without notice, including but not limited to a breach of these Terms, suspected fraud, or any conduct Gimel deems harmful to the Platform, other Users, or Beneficiaries.

When you link a third-party loyalty program account to the Platform, you represent and warrant that:

• you are the authorized account holder of such loyalty program;
• you have the legal right to convert, transfer, or direct the use of such Loyalty Currency;
• your use of the Platform complies with the terms and conditions of the relevant third-party loyalty program;
• you have obtained any required consents or authorizations from the relevant loyalty program operator.

GIMEL EXPRESSLY DISCLAIMS ANY LIABILITY FOR THE ACTIONS, POLICIES, OR DECISIONS OF THIRD-PARTY LOYALTY PROGRAM OPERATORS. Gimel does not guarantee that any third-party loyalty program will permit conversion of Loyalty Currency, or that any linked account will remain active. You agree to hold Gimel harmless for any penalties, forfeitures, account suspensions, or other consequences imposed by third-party loyalty programs resulting from your use of the Platform.

All donations facilitated through the Platform are voluntary. Once a conversion has been initiated and confirmed, it is final and non-refundable. Gimel does not guarantee that any specific Beneficiary will:

• remain listed on or active within the Platform;
• receive, acknowledge, or apply any donation in any particular manner;
• remain a qualifying tax-exempt entity under applicable law;
• use donated funds for any specific purpose or program described on the Platform

Gimel reserves the right, at its sole discretion and without prior notice, to remove, suspend, or replace any Beneficiary from the Platform. In such circumstances, Gimel may redirect pending or future donations to a similar Beneficiary or to a general charitable fund maintained by Gimel.

— Users are solely responsible for determining the tax deductibility of any contribution. Gimel does not provide tax advice and does not guarantee that any donation will qualify as a tax-deductible contribution under applicable law.

All content, features, functionality, design, logos, trademarks, and technology on the Platform — including but not limited to text, graphics, user interface, and software — are owned by or licensed to Gimel and are protected by applicable intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your personal, non-commercial use in accordance with these Terms. You may not:

• reproduce, distribute, modify, or create derivative works of any Platform content;
• use the Platform for any commercial purpose without Gimel's prior written consent;
• scrape, crawl, or systematically extract data from the Platform;
• reverse engineer or attempt to derive the source code of any Platform software;
• use Gimel's trademarks or brand assets without express written authorization.

You agree not to use the Platform to:

• engage in any fraudulent, deceptive, or manipulative activity;
• circumvent, disable, or interfere with security features of the Platform;
• transmit any malware, viruses, or harmful code;
• impersonate any person or entity, or misrepresent your affiliation;
• violate any applicable law, regulation, or third-party rights;
• attempt to gain unauthorized access to other User accounts or Gimel's systems;
• engage in any conduct that, in Gimel's sole determination, restricts or inhibits any other User's use or enjoyment of the Platform.

Gimel reserves the right to investigate and take appropriate legal action against any person who violates this provision, including reporting such conduct to law enforcement authorities.

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GIMEL EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES;
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT ON THE PLATFORM;
• WARRANTIES THAT ANY CONVERSION RATE, DONATION AMOUNT, OR IMPACT ESTIMATE IS ACCURATE OR WILL BE ACHIEVED.

No advice or information obtained by you from Gimel or through the Platform shall create any warranty not expressly stated herein.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GIMEL, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES;
• DAMAGES ARISING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM;
• DAMAGES ARISING FROM ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM;
• DAMAGES ARISING FROM THE FORFEITURE, EXPIRY, OR DEVALUATION OF ANY LOYALTY CURRENCY;
• DAMAGES ARISING FROM THE FAILURE OF ANY BENEFICIARY TO RECEIVE OR APPLY ANY DONATION.

IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, GIMEL'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN ALL CASES, GIMEL'S AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) $100 USD OR (B) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO GIMEL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

You agree to indemnify, defend, and hold harmless Gimel and its officers, directors, employees, agents, successors, and assigns from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• your use of or access to the Platform;
• your violation of these Terms;
• your violation of any applicable law or regulation;
• your violation of any third-party rights, including intellectual property or privacy rights;
• any false or misleading information provided by you in connection with the Platform.

Gimel may suspend or terminate your access to the Platform at any time, for any reason, with or without notice, without liability to you. Upon termination, your right to use the Platform will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or your use of the Platform shall be resolved exclusively through binding arbitration administered by a recognized arbitration body, under its then-current rules. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Gimel offers account-related text messages to users who opt in. Consent is collected through a clearly labeled, unchecked-by-default checkbox at account signup and is not a condition of using Gimel or of making any donation.

Messages you may receive include one-time verification codes, requests to authorize a pledged transfer, transfer instructions, and donation status confirmations. Message frequency varies based on your account activity. Message and data rates may apply.

Reply STOP to any message to cancel at any time. After you reply STOP, we may send one final message confirming your opt-out. Reply HELP for assistance, or email support@gimel.ai. Carriers are not liable for delayed or undelivered messages.

Your mobile information will not be shared with third parties or affiliates for marketing or promotional purposes.

Entire Agreement

These Terms, together with the Privacy Policy and any additional terms incorporated herein, constitute the entire agreement between you and Gimel with respect to the Platform and supersede all prior agreements.

Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Waiver

Gimel's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign or transfer your rights or obligations under these Terms without Gimel's prior written consent. Gimel may freely assign these Terms without restriction.

Contact

Questions regarding these Terms may be directed to: legal@gimel.ai