Terms of Service
Effective date: August 5, 2026
These Terms of Service (the “Terms”) govern access to and use of the Caroo website, platform, products, and related services. . These Terms, Caroo’s Privacy Notice, any applicable Order Form, and any additional terms presented during checkout together form the agreement between Caroo and the person or entity using the Services (the “Agreement”).
By creating an Account, completing an Order, signing an Order Form that references these Terms, accepting an invitation as a User, or otherwise using the Services, you agree to the Agreement. If you act for a company or other organization, you represent that you are authorized to bind it, and “Customer” and “you” refer to that organization. If you do not agree, do not use the Services.
Caroo provides corporate gifting and recognition services, including Sender Choice Gifts, Recipient Choice Gifts, Digital Gift Cards, eCards, scheduled gifting, and Automated Milestones. A membership is not required to use the Services. Caroo offers an optional annual membership, currently priced at $1,398 per year, that includes free standard shipping and access to tiered anniversary gifting. Customers who do not purchase the optional membership generally pay only for Orders, shipping, processing fees, taxes, and any separately agreed services. The membership price, included benefits, and any additional membership terms disclosed at enrollment or in an applicable Order Form will control.
1. Definitions
Account. A Customer or individual profile used to access the Platform.
Account Funds. Amounts prepaid by or credited to a Customer and maintained on the Customer’s billing account for use toward eligible future Orders. Account Funds are distinct from Digital Gift Cards and recipient-facing promotional or redemption credits.
Automated Milestones. Caroo functionality that schedules recognition based on dates supplied by Customer, including birthdays and work anniversaries, with anniversary recognition optionally varying by tenure.
Collaborator. A person invited to contribute content to an eCard or another recognition experience.
Customer. A company, organization, or individual that creates an Account, places an Order, or enters into an Order Form with Caroo.
Customer Data. Data and content supplied by or for Customer in connection with the Services, including recipient names, email addresses, mailing addresses, dates, branding, messages, and roster information.
Digital Gift Card. A digitally delivered redeemable instrument issued or administered by a third-party provider and redeemable with one or more participating retailers or, where available, as a charitable donation.
Drop Shipper. A third-party provider that supplies or ships a Gift directly to a Recipient.
eCard. A digital greeting or recognition card that may include text, images, audio, video, or other content contributed by one or more Users or Collaborators.
Gift. A physical product or collection of products available through the Platform.
Order. A purchase or instruction to send one or more Gifts, Digital Gift Cards, eCards, or related Services.
Order Form. A written or electronic document, proposal, invoice, statement of work, or checkout flow setting the commercial terms for Services or an Order.
Platform. Caroo’s websites, hosted software, applications, and related technology, including caroo.com and app.caroo.com.
Recipient. A person designated to receive a Gift, Digital Gift Card, eCard, or other recognition through the Services.
Recipient Choice Gift. A gifting experience in which Customer chooses a budget or collection and the Recipient chooses an available Gift.
Sender Choice Gift. A specific Gift selected by Customer or a User for delivery to a Recipient.
Services. The Platform, gifting, recognition, fulfillment coordination, support, and other services Caroo provides under the Agreement.
Tiered Anniversary Gifting. An Automated Milestones feature that allows Customer to assign different gift budgets, collections, or recognition based on a Recipient’s years of service or other Customer-defined tenure levels.
User. An individual who accesses or uses the Platform through a Customer Account or in an individual capacity, including an Account administrator, Recipient, or Collaborator who creates an Account.
2. Eligibility and Accounts
2.1 Eligibility
You must be at least 18 years old and legally capable of entering into the Agreement. The Services are intended primarily for business and organizational gifting. Customer is responsible for determining whether its use of the Services and the giving or receipt of any reward complies with its policies and applicable laws, including ethics, anti-bribery, tax, employment, and industry-specific requirements.
2.2 Account Administration
A Customer Account may have multiple administrators. An existing administrator may add additional administrators through the Account, or Customer may request assistance from Caroo at care@caroo.com. Customer is responsible for ensuring that administrator access remains limited to authorized individuals and for promptly removing, or requesting removal of, access that is no longer authorized. Each User must keep credentials confidential and promptly notify Caroo at care@caroo.com of suspected unauthorized access.
2.3 Customer Data
Customer is responsible for the accuracy, completeness, and lawful collection and use of Customer Data. Caroo is not required to verify names, email addresses, mailing addresses, milestone dates, roster status, messages, branding, or other information supplied by Customer or its Users. Customer represents that it has the rights and permissions necessary to provide Customer Data and direct Caroo to use it to provide the Services.
3. Platform Operation, Changes, and Suspension
3.1 Platform Operation
Caroo or its service providers hosts, operates, and maintains the Platform. Caroo uses commercially reasonable efforts to make the Platform available but does not promise uninterrupted or error-free operation or any specific uptime unless stated in an Order Form or separate written service-level agreement.
3.2 Changes to the Services
Caroo may add, change, suspend, or discontinue features, Gifts, collections, vendors, or other portions of the Services. If a change materially reduces paid functionality on which Customer reasonably relies, Caroo will provide reasonable advance notice where practicable. Customer’s sole remedy for a material reduction is to stop using the affected Service, subject to any contrary written Order Form.
3.3 Changes to These Terms
Caroo may revise these Terms from time to time. Caroo will update the Effective Date and will provide notice of material changes through the Platform, by email, or by another reasonable method. Continued use after the effective date of revised Terms constitutes acceptance. If Customer does not accept a revision, Customer must stop using the Services.
3.4 Suspension
Caroo may suspend access or an Order for nonpayment; suspected fraud, abuse, unlawful activity, or security risk; violation of the Agreement; or as required by law. Where appropriate, Caroo will provide notice and a reasonable opportunity to cure. Payment obligations continue during suspension.
4. Gifting and Recognition Services
4.1 Sender Choice Gifts
A User may select a specific Gift for a Recipient. Sender Choice Gifts may be sent immediately, scheduled for a future date, or, where the User supplies a complete delivery address, sent as a surprise without advance recipient notification. Product images and descriptions are illustrative. Colors, packaging, sizing, components, and other details may vary reasonably by supplier and location.
4.2 Recipient Choice Gifts
For Recipient Choice Gifts, Customer chooses the applicable budget or collection and the Recipient chooses among Gifts available when the Recipient makes a selection. Any preview shown to Customer is illustrative and does not guarantee that a particular Gift will be available. Available choices may vary based on inventory, seasonality, delivery location, supplier coverage, and other fulfillment factors.
Customer is charged the full amount shown for each Recipient Choice Gift, together with applicable shipping, processing fees, and taxes, regardless of the Gift selected. A Recipient Choice invitation remains redeemable for one year from the date it is first delivered to the Recipient, unless a different period is required by law or expressly stated at the time of the Order. If the Recipient does not select a Gift by the deadline, the invitation expires, the Gift is no longer available, and no Digital Gift Card, credit, refund, or return of value to Customer’s Account Funds will be issued.
4.3 Scheduled Orders
A User may schedule an Order for a future notification or processing date. Caroo may begin processing before the displayed send or delivery date. Changes or cancellations are permitted only while the Platform displays that option or Caroo confirms in writing that processing can be stopped. A requested delivery date is not a guaranteed arrival date.
4.4 Automated Milestones
Customer may configure birthday or anniversary gifting through Automated Milestones. Anniversary programs may use the same recognition each year. Tiered Anniversary Gifting is available only to Customers with an active annual membership unless an applicable Order Form expressly states otherwise. The membership fee provides access to Tiered Anniversary Gifting and the applicable membership shipping benefit; it does not include the cost of Gifts, Digital Gift Cards, taxes, processing fees, or other Order charges.
Customer must maintain a current roster containing the information Caroo requires, including names, email addresses, milestone dates, hire dates or tenure levels, and applicable gift-tier information. Caroo will rely on the roster and tier settings in the Account when processing milestone Orders. Customer is responsible for promptly adding, updating, and removing roster members and for confirming that its tier rules, budgets, and selections are accurate. Caroo may automatically begin processing on or before the applicable milestone date. Orders generally cannot be cancelled on or after their processing date.
4.5 Digital Gift Cards
Digital Gift Cards are issued or administered by third parties and are subject to the issuer’s and participating retailer’s terms. Available brands and redemption options may change. Once a Digital Gift Card link is delivered, title to and responsibility for the redemption value passes to the Recipient, subject to applicable law and issuer terms.
Digital Gift Card Orders are final, non-cancellable, and non-refundable once delivered. If Customer provides incorrect recipient information and contacts care@caroo.com within 48 hours after Order creation, Caroo may attempt to cancel and reissue an unclaimed Digital Gift Card. Caroo does not guarantee that cancellation or reissuance will be possible and is not liable for losses caused by inaccurate recipient information.
Caroo currently applies a processing fee to Digital Gift Card Orders, which is displayed before purchase. The current standard fee is 7%, but the fee applicable to an Order is the fee accepted at checkout or stated in the Order Form. Digital Gift Card processing fees are non-refundable. Caroo and its vendors may impose transaction or denomination limits, fraud controls, and identity-verification requirements.
A Digital Gift Card claim or redemption link is valid for the period stated in the recipient experience and for at least the minimum period required by applicable law. After redemption, the Digital Gift Card is governed by the issuer’s terms. Caroo is not responsible for a retailer’s products, services, continued operation, refusal to honor a card, or the downstream use of a redeemed Digital Gift Card.
4.6 eCards and User Content
Users may create eCards and invite Collaborators to add content. eCards may be offered at no charge or may include a separately purchased Gift or Digital Gift Card. Users and Collaborators are solely responsible for their content and must have all rights and permissions necessary to submit it. Caroo does not routinely pre-screen eCard, message, or thank-you content and is not responsible for disputes among Users, Collaborators, and Recipients.
4.7 Recipient Communications
Caroo may send Recipients and Collaborators transactional communications needed to deliver and support an Order, collect or confirm an address, facilitate selection, provide tracking, request feedback or a thank-you message, and manage account security. Caroo will not add a Recipient or Collaborator to marketing communications solely because they received an Order. A Recipient or Collaborator may separately opt in to marketing or create an Account in their own right.
5. Pricing, Shipping, Fulfillment, and Replacements
5.1 Prices and Fees
Customer will pay the prices, shipping charges, processing fees, taxes, and other charges displayed at checkout or stated in an Order Form. Standard shipping for physical Gifts is currently $6.99 per Gift unless a different amount is disclosed before purchase. Expedited shipping, special handling, remote locations, or services outside standard coverage may carry additional charges. Caroo may change prices and fees prospectively; the amount accepted for a completed Order controls.
5.2 Availability and Substitutions
Inventory is not guaranteed until an Order is accepted and processed. Caroo may communicate with the recipient of the order (if Recipient Choice) around substitution options available.. If Caroo cannot reasonably fulfill a paid Sender Choice Gift, Caroo may offer a replacement, Account Funds, or a refund, at Caroo’s discretion and subject to applicable law.
5.3 Third-Party Fulfillment
Many Gifts are fulfilled by Drop Shippers or other third-party partners. Caroo may share the Recipient information reasonably necessary to fulfill and support an Order. Manufacturers and suppliers are responsible for product manufacture, labeling, ingredients, warnings, warranties, and defects within their control. Caroo coordinates the transaction and customer support but is not the manufacturer or carrier.
5.4 Delivery
Delivery dates and transit times are estimates, not guarantees. Caroo is not responsible for carrier delays, weather, customs, government action, labor disruptions, inaccurate or incomplete addresses, delivery restrictions, or other events outside Caroo’s reasonable control. Customer and Recipient are responsible for providing an accurate, secure delivery location and for any customs, import, or recipient obligations disclosed for the destination.
5.5 Incorrect, Damaged, Lost, or Stolen Gifts
If a Recipient receives an incorrect or materially damaged Gift, Customer or Recipient must contact care@caroo.com within 14 days after confirmed delivery and provide reasonable documentation. If Caroo confirms a fulfillment error or transit damage, Caroo will provide an appropriate replacement or other remedy at its discretion. Replacement timing begins when the replacement is approved. Expedited replacement shipping is Customer’s responsibility unless Caroo agrees otherwise.
Customer is responsible for replacement costs when the last confirmed address was inaccurate or incomplete, the Recipient declined or failed to retrieve the delivery, or the Gift was lost, damaged, or stolen after confirmed delivery. Caroo does not guarantee replacement of limited, seasonal, discontinued, personalized, or international items.
5.6 Cancellations and Returns
Except where the Platform expressly permits cancellation, where Caroo agrees in writing, or where required by law, Orders are final once processing begins. Personalized items, Digital Gift Cards, Recipient Choice Gifts, and fulfilled or shipped Gifts are non-cancellable and non-refundable. Caroo does not accept discretionary returns from Recipients unless Caroo authorizes the return in writing.
6. Acceptable Use
Customer and Users may not use the Services to:
- violate applicable law, sanctions, export controls, anti-bribery rules, or third-party rights;
- send harassing, discriminatory, deceptive, unlawful, infringing, obscene, or malicious content;
- impersonate another person, provide false information, or initiate Orders without authorization;
- probe, disrupt, overload, scrape, or circumvent security or access controls of the Platform;
- reverse engineer, decompile, copy, modify, or create derivative works from the Platform except to the limited extent applicable law prohibits the restriction;
- resell, sublicense, rent, time-share, or provide the Platform as a service bureau without Caroo’s written permission; or
- use the Platform or Caroo’s confidential information to develop or train a competing product or service.
Caroo may investigate suspected violations and remove content, restrict an Order, suspend access, or cooperate with lawful authorities as reasonably necessary.
7. Payments, Account Funds, and Promotions
7.1 Payment
Customer authorizes Caroo and its payment processors to charge the selected payment method for all amounts due. Caroo may accept credit card, ACH, check, invoice, Account Funds, or another approved method. Invoices are payable on the date stated in the Order Form or invoice. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law, together with reasonable collection costs.
7.2 Account Funds
Customer may prepay amounts by ACH, check, invoice, or another approved method for later use as Account Funds. Account Funds are non-refundable, cannot be redeemed for cash, do not earn interest, are not a bank account or stored-value gift card, and may be used only for eligible Caroo Orders. Caroo may automatically apply Account Funds to Orders placed through the applicable billing account.
Account Funds do not expire unless a specific expiration is stated in an applicable Order Form or other written agreement accepted by Customer. Customer may not transfer Account Funds between unrelated accounts or entities without Caroo’s written approval. If an Account closes, any remaining Account Funds remain non-refundable except as required by law or expressly agreed in writing.
7.3 Taxes
Prices and fees are exclusive of applicable sales, use, excise, value-added, withholding, customs, and similar taxes unless stated otherwise. Customer is responsible for taxes Caroo is required to collect or that apply to Customer’s use of the Services, other than taxes based on Caroo’s net income. Customer must provide a valid exemption certificate before the applicable Order.
7.4 Chargebacks
Customer must contact Caroo promptly to resolve billing concerns before initiating a chargeback. Customer is responsible for amounts properly charged and for reasonable costs Caroo incurs responding to an improper or unsuccessful chargeback, including collection costs and attorneys’ fees where permitted by law.
7.5 Promo Codes
Caroo may offer promotional codes subject to terms presented at issuance. Unless stated otherwise, promo codes are single-use, non-transferable, non-refundable, have no cash value, cannot be combined with other offers or Account Funds, and do not apply to Digital Gift Cards. Caroo may modify, suspend, or revoke a promo code in cases of error, fraud, misuse, or as otherwise stated in the promotion.
8. Data, Privacy, and Security
8.1 Customer Data License
Customer retains its rights in Customer Data. Customer grants Caroo a non-exclusive, worldwide license to host, store, copy, process, transmit, display, modify, and disclose Customer Data only as reasonably necessary to provide, secure, support, and improve the Services; comply with law; and as otherwise described in Caroo’s Privacy Notice.
8.2 Privacy
Caroo’s collection and use of Personal Data is described in the Caroo Privacy Notice. Customer is responsible for providing any notices and obtaining any consents or other legal bases required for Customer to provide Personal Data to Caroo, including Recipient contact information, birth dates, hire dates, preferences, and profile information. A data processing addendum may be available upon request where required.
8.3 Security
Caroo maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. No system is completely secure, and Caroo does not warrant that unauthorized access or security incidents will never occur. Customer is responsible for secure Account administration and for promptly reporting suspected incidents.
8.4 Aggregated and De-identified Data
Caroo may generate, use, retain, and disclose aggregated or de-identified information that does not identify Customer or an individual for analytics, benchmarking, research, security, product improvement, and other lawful business purposes. Caroo will not train artificial intelligence or machine-learning models on identifiable Customer Data without separate written consent.
8.5 Data Return and Deletion
Following termination or Account closure, Caroo will delete or return Customer Data upon reasonable written request, subject to technical limitations, legal retention obligations, dispute holds, backup cycles, and Caroo’s Privacy Notice. Recipient and individual Account data may be retained separately where the individual has an independent relationship with Caroo or where required by law.
9. Intellectual Property
9.1 Caroo Property
Caroo and its licensors retain all right, title, and interest in the Platform, Services, software, designs, documentation, collections, curation, trademarks, and related intellectual property. Except for the limited right to use the Services under the Agreement, no rights are transferred to Customer or any User.
9.2 Customer Marks
Customer grants Caroo a non-exclusive, worldwide license during the applicable Order or Account relationship to use Customer’s names, trademarks, logos, and branding as necessary to provide branded recipient experiences and fulfill the Services. Caroo will follow reasonable written brand guidelines provided in advance.
9.3 Feedback
If Customer or a User provides suggestions or feedback about the Services, Caroo may use it without restriction or compensation, provided Caroo does not identify the source publicly without permission.
10. Confidentiality
Each party may receive non-public business, technical, financial, security, or personal information of the other that is marked confidential or reasonably understood to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform or exercise rights under the Agreement and will disclose it only to personnel, contractors, and advisors who need to know and are bound by confidentiality obligations.
Confidential Information does not include information that the receiving party can document: (a) is publicly available without breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information. A receiving party may disclose Confidential Information where required by law, with reasonable prior notice where lawful. Either party may seek equitable relief for threatened or actual misuse of Confidential Information.
11. Term and Termination
11.1 Term
These Terms apply while Customer or a User accesses the Services, an Account remains open, an Order is pending, Account Funds remain, or obligations under the Agreement remain outstanding.
11.2 Termination
Customer may stop using the Platform and request Account closure at any time, but closure does not cancel processed Orders or eliminate payment obligations. Either party may terminate an Order Form for material breach if the breach is not cured within 30 days after written notice, or within 10 days for Customer nonpayment. Either party may terminate immediately if the other becomes insolvent, ceases ordinary operations without a successor, or becomes subject to bankruptcy or similar proceedings not dismissed within 90 days.
11.3 Effect of Termination
Upon termination, Customer’s right to use the affected paid Services ends, but processed Orders, accrued payment obligations, restrictions on use, confidentiality, intellectual-property rights, disclaimers, limitations of liability, indemnification, dispute-resolution provisions, and other provisions that by their nature should survive will remain effective. Account Funds are governed by Section 7.2.
12. Warranties and Disclaimers
Each party represents that it has authority to enter into and perform the Agreement.
EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE PLATFORM, SERVICES, GIFTS, DIGITAL GIFT CARDS, AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, CAROO DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CAROO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT ANY GIFT, VENDOR, BRAND, OR REDEMPTION OPTION WILL REMAIN AVAILABLE.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR LIABILITY ARISING FROM (A) A PARTY’S INDEMNIFICATION OBLIGATIONS, (B) A PARTY’S BREACH OF SECTION 6, 8, 9, OR 10, OR (C) A PARTY’S WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
EXCEPT FOR THE SAME EXCLUDED CATEGORIES, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (1) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO CAROO FOR THE APPLICABLE ORDER OR SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (2) $25,000. THIS SECTION APPLIES EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Nothing in the Agreement excludes liability that cannot lawfully be excluded or limited. Caroo is not liable for failure or delay caused by events beyond its reasonable control.
14. Indemnification
14.1 By Caroo
Caroo will defend Customer against a third-party claim that the Platform, when used as authorized, infringes that third party’s United States intellectual-property rights, and will indemnify Customer for damages finally awarded or paid in an approved settlement. Caroo has no obligation for claims caused by Customer Data, Customer modifications, combination with items not provided by Caroo, or use in violation of the Agreement.
14.2 By Customer
Customer will defend Caroo and its affiliates, officers, directors, employees, and agents against third-party claims arising from Customer Data, Customer or User content, Customer’s instructions, Customer’s violation of law or third-party rights, or Customer’s or its Users’ misuse of the Services, and will indemnify them for damages finally awarded or paid in an approved settlement.
14.3 Procedure
Indemnification obligations require prompt written notice, sole control of the defense and settlement by the indemnifying party, and reasonable cooperation. Delay in notice excuses obligations only to the extent it materially prejudices the defense. The indemnifying party may not settle a claim in a manner that admits wrongdoing by or imposes material non-monetary obligations on the indemnified party without prior written consent, not to be unreasonably withheld.
15. Dispute Resolution
15.1 Informal Resolution
Before initiating arbitration, the parties will attempt in good faith to resolve a dispute for at least 30 days after one party gives written notice describing the dispute and requested resolution.
15.2 Binding Arbitration
Any dispute arising out of or relating to the Agreement, the Services, or the parties’ relationship that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will take place in Wilmington, Delaware, or by videoconference at either party’s election. Judgment on the award may be entered in any court of competent jurisdiction.
15.3 Class-Action Waiver
EACH PARTY WAIVES THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY RESOLVE ONLY INDIVIDUAL CLAIMS AND MAY NOT CONSOLIDATE CLAIMS WITHOUT ALL PARTIES’ CONSENT.
15.4 Carve-Outs
Either party may bring an individual action in a court of competent jurisdiction to seek injunctive or equitable relief protecting intellectual property, Confidential Information, or Platform security, or to collect undisputed past-due amounts.
15.5 Governing Law
The Agreement is governed by Delaware law, without regard to conflict-of-law principles. For matters not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.
16. Marketing and Publicity
Caroo may identify Customer as a customer and use Customer’s name and logo in ordinary customer lists and sales materials, subject to any written brand guidelines Customer provides. Caroo will obtain Customer’s prior written consent before publishing a case study, testimonial, press release, or detailed account of Customer’s use of the Services. Customer participation in references or joint marketing is voluntary.
17. General Provisions
17.1 Notices
Legal notices must be in writing and delivered to the contact information in the applicable Order Form or Account. Notices are effective on confirmed electronic delivery for email, on receipt for personal delivery or certified mail, and on the next business day after dispatch by recognized overnight courier.
17.2 Assignment
Neither party may assign the Agreement without the other party’s prior written consent, except that either party may assign it without consent to an affiliate or a successor in connection with a merger, acquisition, reorganization, financing, or sale of substantially all relevant assets. Any other attempted assignment is void.
17.3 Force Majeure
Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including severe weather, natural disaster, epidemic, war, terrorism, civil unrest, labor disruption, government action, carrier disruption, supplier shortage, internet or utility outage, or widespread cyber incident.
17.4 Independent Contractors
The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, franchise, fiduciary, or employment relationship.
17.5 Severability and Waiver
If a provision is unenforceable, it will be limited or removed to the minimum extent necessary and the remaining provisions remain effective. A waiver is effective only if in writing and signed by the waiving party, and a waiver on one occasion is not a waiver on another.
17.6 Order of Precedence
If documents conflict, a signed Order Form controls over these Terms for the specific commercial transaction, then these Terms control over general website or checkout content, unless the Order Form expressly states otherwise. Third-party issuer terms govern Digital Gift Cards after issuance or redemption.
17.7 Entire Agreement
The Agreement is the complete agreement regarding its subject matter and supersedes prior or contemporaneous communications and agreements on that subject. Purchase-order terms supplied by Customer do not modify the Agreement unless Caroo expressly agrees in a signed writing.
17.8 Electronic Transactions
The parties may transact electronically. Electronic acceptance, signatures, Order Forms, and counterparts are enforceable to the same extent as originals.
17.9 Headings
Headings are for convenience only and do not affect interpretation.
18. Contact
Questions about these Terms or the Services should be directed to:
Caroo Inc.
General and customer support: care@caroo.com
Website: https://www.caroo.com