Terms of Use Agreement

1.       Acceptance of the Terms and Conditions.

1.1       GiftCard Partners Inc., along with its subsidiaries (herein referred to as the “Company,” “we,” “us” or “our”) provides and makes available this web site (the “Web Site”).  All use of the Web Site is subject to the terms and conditions contained in this Terms of Use Agreement (the “Agreement”).  Please read this Agreement carefully.  By accessing, browsing, or otherwise using the Web Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement.  If you do not accept the terms and conditions of this Agreement, you shall not access, browse, or use the Web Site.

1.2       You understand and agree that we may change this Agreement at any time without prior notice.  You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Web Site.  The revised terms and conditions will become effective upon posting to the Web Site.  Any use of the Web Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing, and otherwise using the Web Site.

1.3   Your access to and use of the Web Site is also subject to the Company’s Privacy Policy located at https://www.giftcardpartners.com/privacy-policy the terms and conditions of which are hereby incorporated herein by reference.

2.       Use of the Web Site.

2.1       This Web Site contains material, including but not limited to software, text, graphics, and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties.  The Content is protected by United States and foreign intellectual property laws.  Unauthorized use of the Content may result in violation of copyright, trademark, and other laws.  You have no rights in or to the Content, and you will not use, copy, or display the Content except as permitted under this Agreement.  No other use is permitted without our prior written consent.  You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.  The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Web Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.

2.2       The trademarks, service marks, and logos of the Company (the “Company Trademarks”) used and displayed on this Web Site are registered and unregistered trademarks or service marks of the Company.  Other company, product, and service names located on the Web Site may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the Company Trademarks, the “Trademarks”).  Nothing on this Web Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Web Site without the prior written consent of the Company specific for each such use.  The Trademarks may not be used to disparage the Company or the applicable third-party, the Company’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without the Company’s prior written consent.  All goodwill generated from the use of any Company Trademark shall inure to the Company’s benefit.

2.3       You agree not to: (a) take any action that imposes an unreasonable load on the Web Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site or any activity being conducted on the Web Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Web Site, (4) delete or alter any material posted on the Web Site by the Company or any other person or entity, or (5) frame or link to any of the materials or information available on the Web Site.

2.4       The Web Site may contain links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs.  If you decide to access any External Sites, you do so at your own risk.

2.5       Certain elements of the Web Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of the Agreement. None of the Content for this Web Site may be retransmitted without the express written consent from the Company for every instance.

2.6       The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.  If you believe in good faith that materials on the Blog hosted by the Company infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked.  Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details).  Notices and counter notices with respect to the Web Site should be sent to the Company at: GiftCard Partners, Inc., Attn: President, 47 Pine Plain Road, Wellesley, MA 02481.

3.       Limitation of Liability and Disclaimer of Warranties.

3.1    THE COMPANY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES “) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY.  THE COMPANY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE.  YOU AGREE THAT YOU USE THE WEB SITE AND THE CONTENT AT YOUR OWN RISK.

THE COMPANY PARTIES DO NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR THAT THE WEB SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEB SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO COMPANY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

THE WEB SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

3.2       IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.3       SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

3.4       IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 3.1 AND 3.2 ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

5.1           The Company reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Web Site or the Content at any time and for any reason without prior notice or liability. The Company reserves the right to change, suspend, or discontinue all or any part of the Web Site or the Content at any time without prior notice or liability.

5.2       Sections 2 (Use of the Web Site), 3 (Limitation of Liability and Warranty), 4 (Indemnification), 5 (Termination of Agreement), and 8 (Miscellaneous) shall survive the termination of this Agreement. 

6.1       This Web Site is based in Wellesley, Massachusetts, USA.  We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States.  If you access the Web Site or the Content from outside of the United States, you do so at your own risk.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

6.2           The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

7.       U.S. Government Restricted Rights. The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor.  Use of the Web Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Web Site and Content.

8.       Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire seven years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations of this Section 8 may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.     

9.       Purchase and Sale of Gift Cards 

The Company offers you the ability to make a bulk purchase of closed loop gift cards (Merchant gift cards), or open loop gift cards, (collectively “Gift Cards”) through the Site. These Gift Cards are issued by the respective closed loop merchant or open loop issuing bank (Issuer). If you choose to purchase open loop gift cards, additional approvals will be required and you will also be bound by the additional terms of the selected open loop Issuer, which will subsequently become part of this Agreement.

Your purchase of any Gift Cards in bulk is governed by this Agreement. In addition, any Gift Cards that you purchase will have their own terms and conditions as described below. When you purchase Gift Cards in bulk, you acknowledge that such agreement constitutes a binding contract between you and the Company and its Affiliates. If you do not agree to this Agreement, do not make any purchases from the Company. 

The Company reserves the right to change, modify, add or remove all or part of this Agreement at any time and in our sole discretion. You should review this Agreement each time you make a bulk purchase from the Company to ensure you understand the most recent terms and conditions that apply to such bulk purchase. Your continued use of the Company site indicates your acceptance of any changes to this Agreement.

9.1       General Requirements and Restrictions for Gift Card Purchase

Except as expressly agreed to by the Company in writing, Gift Cards may not be resold by You for any purpose whatsoever. You may only purchase Gift Cards, hereunder, for distribution to end users as part of a rewards or incentive program.

You may only have one Account with the Company (“Account”) and you agree to: (i) provide complete, accurate and current information; (ii) promptly update your Account information to keep it accurate, current and complete; (iii) maintain the security of your Account and accept all risks of unauthorized access to your Account; and (iv) promptly notify the Company at orders@giftcardpartners.net if you discover or otherwise suspect that your Account has been subject to unauthorized use (v) maintain, AT ALL TIMES, a valid email address where we may deliver information, notifications and disclosures to you.

The Company may reject your application to purchase Gift Cards, hereunder and refuse to provide to you access to Gift Cards from the Company, at any time, in our sole discretion. If your Account is deactivated by us, you, or anyone acting under your direction, is/are strictly prohibited from using the Web Site.

After your application is approved, you may purchase Gift Cards in bulk amounts from the Web Site, and in accordance with this Agreement.

9.2       No Return of Gift Cards

All purchases that you make on the Web Site are final, and the Gift Cards that you purchase in bulk are non-refundable and non-returnable.

9.3       Errors in the processing of a Gift Card purchase

In the event of an error in an order, in the processing of a Gift Card purchase or otherwise, we reserve the right to correct such error and revise your order accordingly (including charging the correct price for such order). or to cancel the order and refund any amount charged.

9.4       Use of Gift Cards

Upon activation, the Gift Card will be governed by certain terms and conditions established by the respective closed loop or open loop Issuers. Depending on the applicable law of your state and whether the Gift Cards are promotional in nature, Issuers may set expiration dates for such Gift Cards, in addition to other restrictions and requirements that each individual Issuer will have at their sole discretion, subject to applicable law. You (or the recipient of the Gift Card) should review and familiarize yourself with all applicable Issuer terms and conditions and related laws. If you have questions regarding the applicable Issuer terms, you should contact the Issuer of the Gift Card directly.

Issuers are fully responsible for all aspects of their Gift Card programs. Issuers are also responsible for all liabilities, damages and costs suffered by you (or the recipient of the Gift Card) in connection with your purchase and the use of the Gift Card.  The Company has no liability for (i) the sale of products or services using any Gift Card; and (ii) any issuer’s failure to honor a Gift Card.

9.5       Engage2Reward™ Choice Card Special Terms

Engage2Reward^™ Choice Cards must be redeemed toward the purchase of eligible Merchant Gift Cards available at the time of redemption at the website or any of our affiliated web sites, subject to our sole discretion. All purchases are deducted from the Engage2Reward Choice Card balance.

ENGAGE2REWARD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ENGAGE2REWARD CHOICE CARDS, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT AN ENGAGE2REWARD CHOICE CARD CODE IS NON-FUNCTIONAL, YOUR SOLE REMEDY, AND OUR SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH ENGAGE2REWARD CHOICE CARD. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

9.6       Documentation of Bulk Transactions, Taxes, and Errors

At the time of your bulk purchase, you will receive an email receipt and an order confirmation number for the transaction. Retain this invoice for your records. You can access your current balance and view your order history on the website. With respect to the Gift Cards that you purchase in bulk, the amount paid for such Gift Cards does not include any sales tax or other taxes which may be charged to you (or the recipient of the Gift Card) separately by the applicable Issuer at the time a purchase is made using the Gift Card.

If you think an invoice is incorrect you may contact your representative or email us at orders@giftcardpartners.net.  In order for us to review any invoice, you must notify us no later than 60 days after your purchase/transaction date and you must provide the following information: (i) your name and your company name; (ii) a description of the error or the transaction you are looking to have reviewed, and explanation detailed explanation as to why you believe it is an error including the dollar amount of such error; and (iii) your account username or email address. You are responsible for any losses due to fraudulent activity on your account. 

9.7       Expiration of Gift Cards

The expiration of your Gift Card is dependent on the specific Issuer policies and should be clearly identified in the Issuer terms and conditions. The Company has no control over any expiration dates. If a Gift Card has expired or is deactivated, it is no longer valid, and all transactions will be declined.

Through the Web Site, the Company delivers either live Gift Card codes, or Claim Links (or email containing Claim Links) directly to recipients to track and verify claims. Claim links expire 12 months after issuance (time of delivery via the portal).  Gift Cards typically do not expire unless specified by the issuer.

9.8       No Liability for Loss or Theft of Gift Cards

In addition to the disclaimers, limits on liability and indemnification obligations applicable to your use of any products and services on the Site and set forth in this Agreement, you waive and release the Company Parties from any liabilities, damages and costs arising from or related to (i) your loss or the theft of any Gift Cards; and (ii) any act or omission of an Issuer in connection with a Gift Card it provides.

All risk of loss and title for Gift Cards will pass to you when you complete your purchase of such Gift Cards. The Company is not responsible for any damage or loss resulting from stolen or lost Gift Cards or any use of the Gift Cards without your permission. The Company is not responsible for replacing your damaged or lost Gift Card.

GiftCard Partners, Inc. and its subsidiary, Engage2Reward, LLC,  makes no warranties, express or implied, with respect to the Gift Cards, including without limitation, any express or implied warranty of merchantability or fitness for a particular purpose. These disclaimers and limitations may or may not apply to you and are void where prohibited.

In providing Gift Cards, we disclaim any duty or accountability other than those expressly set forth in this Agreement. The Company is not liable for the following, including but not limited to:

       -       If you place an order that exceeds the funds available in your Deposit Account.

       -       If your Internet connectivity, computer, system, or device is not working properly.

       -       Any issue covered by the Disclaimer of Liability section above.

       -       As otherwise stated in this Agreement or provided by law.

9.9       Account Termination or Suspension

We reserve the right to close your Account or take other appropriate actions if you violate this Agreement in whole or part.

We may modify or close your Account for any reason or no reason at any time with or without notice, and without liability of any kind or nature to you or any third party. We may also suspend your access to your Account (including the funds in your Deposit Account) if you (a) have violated this Agreement, (b) pose an unacceptable risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

If your Account is terminated for any reason or no reason you agree: (a) to immediately stop using your Account; (b) that we reserve the right, but have no obligation, to delete your information and account data stored on our servers; and (c) that we shall not be liable to you or any third party for termination of your Account or deletion of your information or Account data.

You may terminate or close your Account at any time. Upon closure of an Account, any pending transactions will be cancelled, and we will erase your balance from your Deposit Account. Any funds that we are holding in custody for you at the time of closure, less any applicable fees, will be refunded. If an investigation is pending at the time, you close your Account, we may hold your funds as described herein until such investigation is resolved. If you are later determined to be entitled to some or all the funds in dispute, we will release those funds to you.

Upon termination of your Account, you will remain liable for all amounts due under your Account up to and including the date of termination.

9.10       Permitted Use

You are not permitted to make purchases from the Company if you are placed on the U.S. Department of Commerce’s “Denied Persons List or Entity List” or any other U.S. export control list.

10.       Enforceability.

Each Party hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with this Agreement; and (d) it will comply with all applicable laws and regulations in its performance of this Agreement.

11.       Miscellaneous.

This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, USA, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Boston in the Commonwealth of Massachusetts.  If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.  The Parties agree that prior to the commencement of litigation, they will attempt in good faith to resolve any controversy promptly by negotiations between senior management of the Parties (and, if appropriate, with their respective counsel). If such negotiations fail, the Parties may agree to pursue non-binding mediation (under the mediation rules of the American Arbitration Association) prior to litigation. The preceding provision shall not apply to claims involving confidentiality or any other claim seeking injunctive or equitable relief. The prevailing Party in any such action shall be entitled to recover its reasonable attorney’s fees and cost from the non-prevailing Party. Neither Party may assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other Party. Any attempted assignment without such consent will be void. However, either Party may, without obtaining the prior written consent of the other Party, assign any of its rights or obligations under this Agreement, in whole or in part, to an Affiliate, or in connection with any merger, consolidation, sale of all or substantially all, of such assigning Party’s assets, or any other similar transaction. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the permitted successors and assigns of each Party. Failure of the Company to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against the Company unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by the Company and you, this Agreement constitutes the entire Agreement between you and the Company with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.  Any information submitted or provided by you to the Web Site might be publicly accessible. Important and private information should be protected by you.  The Company is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.

Last updated: November 15, 2022