Terms of Service

Effective date: July 7, 2026
Last updated: July 7, 2026

1. Agreement to terms

These Terms of Service (“Terms”) form a binding agreement between you and Surfstack LLC, a Texas limited liability company, which operates Needlist (“Needlist,” “we,” “us,” “our”). They govern your access to and use of the Needlist mobile application, website at needlisttosay.com, and any related services we offer (collectively, the “Service”).

By creating an account, downloading the app, or otherwise using the Service, you agree to these Terms and to our Privacy Policy and Affiliate Disclosure, each incorporated by reference. If you do not agree, do not use the Service.

2. Eligibility

You must be at least 16 years old, or the minimum age of digital consent in your country if it is higher (for example, 13 in the United States under COPPA; 13–16 in EU member states depending on national law; 13 in the United Kingdom). If you are under the age of majority where you live, you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf and is responsible for your use of the Service.

The Service is not directed to children under 13, and we do not knowingly collect personal data from them. See our Privacy Policy for details.

3. Your account

• Account creation. Some features require an account. You agree to provide accurate, current, and complete information and to keep it updated.
• Account security. You are responsible for safeguarding your credentials and for all activity under your account. Notify us immediately at support@needlisttosay.com if you suspect unauthorized access.
• One person per account. Accounts are personal to you. You may not share, sell, transfer, or assign your account without our written consent.
• Suspension and termination. We may suspend or terminate your account at any time, with or without notice, if we reasonably believe you have violated these Terms or applicable law, or if your continued use poses risk to the Service or other users.

4. License to use the Service

Subject to your compliance with these Terms, Needlist grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal, non-commercial use. All rights not expressly granted are reserved.

5. Acceptable use

You agree not to, and not to permit anyone else to:

• use the Service to violate any applicable law, regulation, or third-party right;
• upload, post, or share content that is unlawful, infringing, defamatory, harassing, hateful, sexually explicit, or harmful to minors;
• impersonate any person or entity or misrepresent your affiliation;
• attempt to gain unauthorized access to the Service, other users’ accounts, or our systems;
• probe, scan, or test the vulnerability of the Service or breach security or authentication measures;
• reverse engineer, decompile, or disassemble any part of the Service except to the extent expressly permitted by law;
• scrape, crawl, or use automated means to extract data from the Service except as we expressly authorize;
• use the Service to develop a competing product or service;
• interfere with or disrupt the Service or servers/networks connected to it;
• remove, obscure, or alter any proprietary notices on the Service;
• resell, rent, lease, or commercially exploit the Service.

We may investigate suspected violations and cooperate with law enforcement.

6. User content

• What it is. “User Content” means anything you submit, save, upload, or display through the Service — including gift lists, item descriptions, photos, links, notes, and reminders.
• Ownership. You retain all rights in your User Content. You are solely responsible for it.
• License to us. You grant Needlist a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, modify (e.g., resize images), create derivative works (e.g., generate previews), display, and distribute your User Content solely for the purpose of operating, providing, and improving the Service. This license ends when you delete the relevant User Content, except as needed for backups, legal compliance, or aggregated/anonymized analytics.
• Your representations. You represent that you own or have all necessary rights to your User Content and that it does not violate these Terms or any third-party right.
• No obligation to monitor. We do not pre-screen User Content but may remove or restrict access to any content that we believe violates these Terms or applicable law, at our discretion and without notice.

7. Affiliate links and third-party sites

The Service may contain affiliate links to products and websites operated by third parties. When you tap an affiliate link, you leave the Service and interact with a third party.

• Needlist does not sell the products displayed in the Service and is not a party to any transaction between you and a third-party retailer.
• We do not guarantee the accuracy, completeness, or current availability of any product information (including price, stock status, shipping, specifications, or images) displayed in the Service. Always confirm details on the retailer’s site before purchasing.
• The retailer’s own terms, policies, and privacy practices govern your purchase and use of their site, and any dispute relating to a purchase is solely between you and that retailer.
• Needlist is not responsible for, and expressly disclaims any liability arising from, your dealings with third-party retailers, including the quality, safety, legality, delivery, or any other aspect of any product or service you obtain from them.
• Needlist may receive a commission or referral fee in connection with qualifying purchases made through affiliate links, as further described in our Affiliate Disclosure.

8. Intellectual property

• Our property. The Service, including its software, design, text, graphics, logos, and trademarks (excluding User Content and third-party trademarks), is owned by Needlist or its licensors and is protected by intellectual property laws.
• Trademarks. “Needlist” and the Needlist logo are trademarks of Needlist. Other names, logos, and marks displayed in the Service are the property of their respective owners and are used for identification purposes only.
• Feedback. If you send us suggestions, ideas, or feedback, you grant Needlist a perpetual, irrevocable, royalty-free, worldwide license to use them for any purpose without obligation to you.

9. Copyright and DMCA

We respect intellectual property rights. If you believe content on the Service infringes your copyright, send a notice to our designated agent including:

1. your physical or electronic signature;
2. identification of the copyrighted work;
3. identification of the allegedly infringing material and its location on the Service;
4. your contact information;
5. a statement of good-faith belief that the use is not authorized; and
6. a statement, under penalty of perjury, that the information is accurate and that you are authorized to act on the copyright owner’s behalf.

DMCA Agent: Needlist Legal, Surfstack LLC, legal@needlisttosay.com.

We may terminate the accounts of repeat infringers.

10. Privacy

Your use of the Service is also governed by our Privacy Policy, which explains what we collect, how we use it, and your choices.

11. Beta features and changes

We may release features as “beta,” “preview,” or “experimental.” Such features are provided as-is and may be modified or discontinued at any time. We may also modify, suspend, or discontinue any part of the Service at any time, with or without notice. We are not liable to you or any third party for any such change.

12. Fees, subscriptions, and payment

12.1 Free and paid use. The consumer Needlist app and website are free to use. Our recognition and rewards product for organizations (“Needlist for Teams”) is offered on a free tier and on a paid subscription, the Team plan. The terms in this Section 12 apply to paid subscriptions and to the organization that purchases them (the “Customer”).

12.2 Plans and pricing. The Team plan is billed per seat at $4.00 per seat per month, or $40.00 per seat per year when billed annually. A “seat” is an active member of the Customer’s workspace. Current pricing and what each plan includes are shown at needlisttosay.com/for-teams. All amounts are in U.S. dollars and are exclusive of taxes (see Section 12.7).

12.3 Free trial. Paid plans start with a 30-day free trial. We collect a payment method when the trial begins, but we do not charge it during the trial. Unless you cancel before the trial ends, the subscription automatically converts to a paid subscription and we charge your payment method for the first billing period. You can cancel at any time during the trial from your billing settings or by emailing support@needlisttosay.com, and you will not be charged.

12.4 Automatic renewal. Paid subscriptions automatically renew at the end of each billing period (monthly or annual, as selected) at the then-current price, and your payment method is charged for the next period, until you cancel. Seat counts may change during a period; added seats are prorated and reflected on your next invoice. Payments are processed by our third-party payment processor, Stripe, and your use of payment features is also subject to Stripe’s terms. We do not store full card numbers.

12.5 Reward processing fee. When a Customer funds and sends rewards (for example, gift cards) through the Service, the reward amount passes through at face value and we charge a flat 3% reward processing fee on the amount funded. This fee is shown as a separate line item on the Customer’s invoice. Rewards are funded from the Customer’s own payments; Needlist does not sell gift cards to the public.

12.6 Cancellation and refunds. You may cancel a paid subscription at any time from your billing settings or by emailing support@needlisttosay.com. When you cancel, the subscription remains active through the end of the billing period you have already paid for, and it does not renew after that. Except where required by law (including the mandatory consumer rights described in Section 12A), payments already made are non-refundable, and we do not provide refunds or credits for partial billing periods, unused seats, or reward funds you have not yet sent. Reward-fee charges on rewards that have already been sent are non-refundable. If you believe you were billed in error, contact support@needlisttosay.com within 60 days and we will review it in good faith.

12.7 Taxes. Fees are exclusive of taxes. You are responsible for any sales, use, VAT, or similar taxes associated with your subscription, except for taxes based on our net income. Where we are required to collect such taxes, they will be added to your invoice.

12.8 Price changes. We may change subscription pricing. If we change the price that applies to your plan, we will give you notice by email or in-app before the change takes effect, and the new price will apply to your next billing period. If you do not agree to a price change, you may cancel before it takes effect.

12.9 Late or failed payment. If a charge fails, we may retry it and may suspend or downgrade paid features until payment is made. We may also suspend a subscription that remains unpaid.

12A. Statutory consumer rights

If you use the Service as a consumer in the European Union, United Kingdom, or any other jurisdiction that grants mandatory consumer protections, nothing in these Terms limits or excludes any rights you have under the mandatory law of your country of residence. This includes, where applicable:

• your statutory rights regarding the conformity of digital services under EU Directive 2019/770 and equivalent UK legislation (the Consumer Rights Act 2015 as amended);
• your right to bring legal proceedings in the courts of your country of residence under Article 18 of EU Regulation 1215/2012 (Brussels I Recast) or equivalent UK rules;
• your right to use the European Commission’s Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr for disputes arising from contracts concluded online;
• any other non-waivable consumer rights granted by the law of your country of residence.

Where any provision of these Terms is unenforceable against you under the mandatory consumer law of your jurisdiction, that provision will not apply to you, and the remaining provisions will continue in effect.

13. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, NEEDLIST DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF PRODUCT INFORMATION, PRICES, OR AVAILABILITY DISPLAYED THROUGH THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

14. Limitation of liability

Nothing in these Terms excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under the mandatory law of your country of residence, including under the UK Consumer Rights Act 2015 or applicable EU consumer law. The limitations and exclusions in this Section 14 apply only to the maximum extent permitted by law.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEEDLIST, ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NEEDLIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID NEEDLIST IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THESE LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND NEEDLIST.

15. Indemnification

You agree to defend, indemnify, and hold harmless Needlist and its affiliates, and their directors, officers, employees, contractors, and agents, from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to or use of the Service; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any third-party right, including any intellectual property or privacy right.

16. Termination

You may stop using the Service at any time and delete your account from within the app or by contacting support@needlisttosay.com. We may suspend or terminate your access immediately, with or without notice, for any reason, including suspected violation of these Terms.

Upon termination: (a) your right to use the Service ends; (b) provisions that by their nature should survive — including Sections 6 (license grant), 7, 8, 12A, 13, 14, 15, 17, 18, and 19 — will survive.

17. Governing law

These Terms are governed by the laws of the State of Texas, United States, without regard to its conflict-of-laws principles, except that if you are a consumer resident in the European Union, United Kingdom, or another jurisdiction whose law grants you the protection of mandatory local consumer rules, the law of your country of residence will apply to those mandatory protections, and our choice of law does not deprive you of them.

18. Dispute resolution

18.1 Informal resolution. Before filing any claim, you agree to try to resolve the dispute informally by contacting legal@needlisttosay.com. We will try in good faith to resolve the dispute within 60 days.

18.2 Consumers in the EU, UK, and equivalent jurisdictions. If you are a consumer resident in the European Union, the United Kingdom, or any jurisdiction where mandatory consumer law gives you the right to bring proceedings in the courts of your country of residence, you may bring any claim against Needlist in the courts of your country of residence, and the law of your country of residence will apply to that claim. Needlist may bring claims against you only in the courts of your country of residence. The arbitration provisions in Section 18.3 do not apply to you, and you are not bound by the class-action waiver. EU consumers may also access the Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.

18.3 All other users — binding individual arbitration; class-action waiver. Applies only to users not covered by Section 18.2.

PLEASE READ CAREFULLY. THIS SECTION AFFECTS YOUR LEGAL RIGHTS.

Except for claims that qualify for small-claims court or that seek injunctive relief for intellectual-property infringement, any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by JAMS under its then-current rules. The arbitration will be conducted in Austin, Texas or, at your election, by telephone or video.

You and Needlist agree to bring claims only in your individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate claims or preside over any representative or class proceeding.

Opt-out. You may opt out of this arbitration agreement by sending written notice to legal@needlisttosay.com within 30 days of first accepting these Terms.

Severability. If the class-action waiver is found unenforceable, the entirety of Section 18.3 will be null and void, and the dispute will proceed in court under Section 17.

19. Apple App Store / Google Play additional terms

If you obtained the Needlist app from Apple’s App Store, you acknowledge that these Terms are between you and Needlist only, not Apple. Apple is not responsible for the app or its content. To the extent these Terms provide for usage rules less restrictive than the Apple Media Services Terms, the Apple terms control. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

If you obtained the app from Google Play, you acknowledge that these Terms are between you and Needlist only, not Google. Google is not responsible for the app or its content.

20. Export and sanctions

You may not use the Service if you are located in, or are a resident of, a country embargoed by the U.S. government, or if you are on any U.S. government list of restricted parties. You agree to comply with all applicable export-control and sanctions laws, including those of the United Kingdom, the European Union, and any other jurisdiction whose laws apply to your use of the Service.

21. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email, in-app notice, or by posting an updated version with a new “Last updated” date. Continued use of the Service after the changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

22. Miscellaneous

• Entire agreement. These Terms, together with the Privacy Policy and Affiliate Disclosure, constitute the entire agreement between you and Needlist regarding the Service.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver. Our failure to enforce any right or provision is not a waiver of that right or provision.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them freely, including in connection with a merger, acquisition, or sale of assets.
• No agency. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and Needlist.
• Notices. We may give notices to you via email, in-app notification, or by posting to the Service. You may contact us at legal@needlisttosay.com.
• Headings. Section headings are for convenience only and have no legal effect.
• EU/UK representative. Needlist is established in the United States and has not appointed a representative under Article 27 of the GDPR or Article 13 of the UK GDPR. If we become required to appoint one, we will designate a representative and publish their contact details here.

23. Contact

Surfstack LLC (operating as Needlist)
A Texas limited liability company
Email: legal@needlisttosay.com
Support: support@needlisttosay.com