Terms of Service

Updated December 2020

Perfect Gift, LLC(“Company,” “we,” “us,” “our”) provides the service described below (the“Service”) relating to the purchase and receipt, by (1) an individual on behalf of himself/herself or (2) duly authorized businesses andassociations (“Entities”), for the sole purpose of redistribution and end use, ofcertain physical and/or digital gift cards (collectively, “Gift Cards”). This agreement provides the terms andconditions governing your use of the Service. By using the Perfect Gift Service, you represent and warrant that, (1)as an individual or (2) as an authorized representative of the Entity for whichyou seek to purchase Gift cards ((1) and (2) collectively, “you”), you agree tothese Terms of Service. You also agreeto our Privacy Statement, which is incorporated herein by this reference andlocated at www.perfectgift.com/privacy (“Privacy Statement”). You acknowledgethat you will regularly visit these Terms of Service and the Privacy Statementto familiarize yourself with any and all updates. These Terms of Service, thePrivacy Statement, and any other terms incorporated herein by reference arecollectively referred to in this document as “Terms.”

Please read the Termscarefully and keep them for future reference, including but not limited to thefollowing sections: (A) DISPUTE RESOLUTION/ARBITRATION AGREEMENT, (B)LIMITATION OF LIABILITY, AND (C) INDEMNIFICATION.

IF YOU DO NOT AGREE TOTHESE TERMS, IMMEDIATELY STOP USING THE PERFECT GIFT SERVICE, PARTICIPATING INANY PROGRAM OR PURCHASE, OR RECEIVING ANY GOOD ORSERVICE OFFERED THROUGH THE PERFECT GIFT SERVICE.

The Perfect Gift Service

The Perfect Gift Serviceallows you to purchase and receive, in bulk and for the sole purpose ofredistribution and end use (i. e., not for resale), prepaid “closed-loop” and/or “open-loop” GiftCards. You must tender, and PerfectGift must receive, full and properly authorized payment for each Gift Card, viamethods and procedures specified by Perfect Gift. You must use the Gift Cards atparticipating merchants, as designated by the Gift Cards (“Merchants”), and/or asotherwise as allowed and contemplated by the Gift Cards’ terms and conditions (collectively,the “Service”).

Gift Cards are purchased when (a) yousuccessfully register with us and a valid account is approved and established,(b) you select Gift Cards to receive for designated use at participatingMerchants, (c) you fully pay for the Gift Cards in the manner specified by usin our sole discretion; (d) we receive full payment from you, and (e) wedeliver the Gift Cards to the Purchaser.

Gift Cards are redeemed when(a) through proper use of the Gift Cards, (1) a purchase of goods and/orservices is made from the participating Merchant(s) or, (2) in the case of anopen-loop Gift Card, a cash redemption is requested from a legally authorizedand appropriate financial institution or other third party (each of (1) and (2), a “Qualifying Use”),(b) Merchant or financial institution/third party accepts the Gift Cards; and(c) some or all (as applicable) of the value of the Gift Card is appliedagainst the amount of the Qualifying Use from the Merchant or financialinstitution/third party.

 

Fees and Limitations

The following fees andlimitations apply to the Gift Cards:

·     EachGift Card can only be used at the designated Merchant or as otherwise specified.

·     Certainfees may apply to Gift Cards. Please seeour website and mobile app to identify any/all applicable fees.

·     Youmay use the Gift Cards for the sole purpose of redistribution and end use. Youmay not resell any Gift Cards.

·     Termsand conditions specific to each each Gift Card apply. Pleas contact and/orotherwise refer to the Merchant, or financial institution/third party, forinformation on such terms and conditions.

·     Youare not entitled to cancel the purchase of any Gift Card, or to a refund on thepurchase of any Gift Card, except as expressly provided for in these Terms ofService or as otherwise provided for bylaw.

The foregoing fees andlimitations are subject to change.

 

Creating Your PerfectGift Enrollment

Registration Obligations

To use the Service, youmust create a Perfect Gift enrollment (“Enrollment”). You may create one Perfect Gift Enrollmentonly, which is solely for your use. YourEnrollment is non-transferable, and you cannot sell, combine, or otherwiseshare it with any other person. Withoutlimiting the foregoing, you may request, and we may grant, written permissionfor multiple representatives of the Entity for which you seek to purchase GiftCards to use your Enrollment. If you request and we grant such permission, youagree to comply and to ensure compliance with all of our administrativepolicies, procedures and requirements. All use of your Perfect Gift Enrollmentmust be for business use. No personal,family, or household use of your Perfect Gift Enrollment is allowed.

By creating an Enrollmentor by using the Service, you represent and warrant to us that: (i) you are at least 18 years of age (orolder if you reside in a state where the majority age is older); (ii) you are a U.S. citizen or legal alien (with valid U. S. tax IDnumber) residing in the U.S. or District of Columbia, or you are an authorizedrepresentive of an Entity (with valid U. S. tax I. D. number) domiciled in theUnited States or the District of Columbia; (iii) you have provided us, as may be requested, with averifiable U.S. street address (not a P.O. Box); (iv) the personal and Entity informationthat you provide to us in connection with your Enrollment is true, correct, andcomplete; and (v) you received a copy of and agree to be bound by and comply withthese Terms and to comply with all applicable law in using the Service or your PerfectGift Enrollment.

Payment Card Registration

To create a new Enrollment,you must apply to PG for approval. To do so, you must complete a request formvia our website. You must create a confidential username and password andprovide us with information about you and your business (for example, personalname, Entity name, complete address, email address, phone number, website URL,employer identification/tax identification number, purpose for gift card use,etc.).

We will review yourrequest. Once an account is approved, you will have access to our secure bulkorder system, and you may make bulk purchases. All purchases are subject to ourreview. We reserve the right, in our sole discretion, to deny anapplication/eEnrollment rerquest and/or to cancel an order at any time.

Disclosures

Your use of the Service issubject to you being in good standing and your payment method(s) being valid,in good standing, and up-to-date. Yourepresent and warrant to us that the information you provide about you and yourpayment method is true and that you are authorized to make and receivepurchases and to use the designated payment method(s). You agree to promptly update your Enrollmentinformation with any changes (for example, a change in your billing address),to not use any payment method that is not valid, and to secure our timelyapproval for any and all updated payment information/method(s). You must be authorized to effect payment viayour payment method(s). You acknowledgeand agree that we do not and will not have any liability associated with orarising from your use of the Service, or your failure to provide accurateregistration information, including but not limited to your failure to receivea Gift Card for a Qualifying Purchase or updates about the Service. If we or anyof our partners or vendors have reasonable grounds to suspect that theinformation you provided is untrue, inaccurate, or incomplete, your Enrollmentmay be suspended or terminated. You may authorizeus to collect and store your payment method(s) information, along with otheridentifying information in connection with your Enrollment, such as your emailaddress, location, and device information.

 

Using the Perfect Gift Service

Purchasing a Gift Card

To use the Service to purchase a GiftCard (a “Purchase Transaction”), you as Purchaser must have a valid, active PerfectGift Enrollment linked to a valid payment method. For your initial purchase order, we willcontact you to provide payment instructions. All payments must be made andcompleted in advance via wire transfer, check or money order, or other methodas specified by us in our sole discretion.

When you select Gift Cardsto purchase, you are agreeing to pay allamounts specified in the Gift Cards, along with any applicable taxes, as wellas any service or processing fees to the extent permitted by applicable law.You hereby authorize us to authorize and charge the full order amount to thepayment method affiliated with your Enrollment, and you also authorize us tocollect and store that payment method information, along with other informationrelated to your Purchase Transaction.

If you dispute any chargesrelated to the Gift Cards you have purchased, you must notify us within sixty(60) days after the date we charge you. You shall be responsible for all taxesassociated with the Service other than U.S. taxes based on our net income.Applicable fees for Gift Cards offered via the Service may change at anytime. Please review our web site andmobile app for changes. We do notprovide price protection or refunds in the event of a fee reduction orpromotional offering. Your continued use of the Service after any fee changebecomes effective constitutes your agreement to pay the originally chargedamount.

No Liability for CardsAfter Delivery

PG is not responsible forany value lost from a Gift Card after purchase and delivery to Purchaser. A Purchaseris solely responsible for any and all losses due to fraudulent activity on itsaccounts and/or Gift Card balances.

Redeeming a Gift Card

We are not the issuer of any GiftCards. All Gift Cards purchased are issued and activated by participating Merchants,retailers and vendors (collectively "Issuers"). After purchasing a GiftCard, Purchaser or the recipient of the Gift Card must activate the Gift Cardby following the instructions provided by the Issuers. The Gift Card may onlyfunction upon activation. Upon activation, the Gift Card will be governed bycertain terms and conditions established by the Issuer. Depending on theapplicable laws and jurisdiction, and whether the Gift Cards are promotional innature, Issuers may set expiration dates for such Gift Cards, in addition toother restrictions and requirements that each individual Issuer may have at itssole discretion subject to applicable law. Purchaser (and the recipient of the GiftCard) should review all applicable Issuer terms and conditions. Any questionsregarding the applicable Issuer terms should be directed to the Issuer.

Issuers (not us) are fullyresponsible for all aspects of their Gift Card programs. Issuers are alsoresponsible for all liabilities, damages and costs suffered by Purchaser (or bya recipient of a Gift Card) in possible connection with the purchase and theuse of a Gift Card. While we seek to work only with reputable Issuers, we haveno liability for (1) the sale of products or services using any Gift Card; and (2)any Issuer's failure to honor a Gift Card.

Purchaser has no right topromote or use the name or commercial images of Issuer without express writtenconsent.

The only way a Gift Card canbe redeemed is by making a QualifyingUse. Any particular Gift Card you receive may be redeemed only as designatedon or by the Gift Card. Even if aMerchant, financial institution or other third party accepts other Gift Cards,your specific Gift Card cannot be redeemed at a Merchant unless the Gift Cardis designated for use at that Merchant, financial institution or other thirdparty. .

Account andPurchase/Receipt Verification

No Gift Card PurchaseTransaction is complete, and we will incur no payment or delivery obligationsto you, until we verify the authenticity of your Enrollment. We accept noresponsibility for any delays in Gift Card delivery or redemption due toverification requirements.

Fraud and Abuse

We reserve the right toreview, postpone, or cancel the purchase of any Gift Card in our solediscretion. If we receive a claim or otherwise suspect that a Gift Cardpurchased through Perfect Gift was fraudulently purchased or otherwiseunauthorized, we reserve the right to immediately cancel the Gift Card andrecover any costs associated with the fraud. You give us express authorizationto share information about you, your Enrollment, your purchase, and any of youractivity with law enforcement authorities as needed to investigate any claim offraud. If your Enrollment is determined to be fraudulent, we may suspend yourEnrollment immediately and all pending Gift Cards or other transactions may besuspended.

In addition, an Issuer mayreview, postpone, cancel, and/or take other action with respect to a Gift Cardbased on its policies, and based on the specific terms and conditions of theGift Card, regarding fraud and abuse matters.

Access and Use of theService

General PracticesRegarding Use and Storage:You agree that we may establish general practices and limits concerning use ofthe Service, including but not limited to the maximum period of time that dataor other content will be retained by the Service and the maximum storage spacethat will be allotted on our servers on your behalf. You agree that we have noresponsibility or liability for the deletion or failure to store any of yourinformation, account data, or other content maintained or uploaded by theService. You acknowledge that we reserve the right to terminate any Enrollmentsthat are inactive for an extended period of time or that are determined to befraudulent. You further acknowledge that we reserve the right to change thesegeneral practices and limits at any time, in its sole discretion, with orwithout notice as long as there is no material adverse impact on any of yourpending Gift Cards.

Mobile Services/TCPAConsent: To theextent you access the Service through a mobile device, your wireless servicecarrier’s standard charges, data rates and other fees may apply. Use of certainfeatures of the Service may be prohibited or restricted by your carrier, andnot all features of the Service may work with all carriers or devices. Whenaccessing the Service through a mobile device, unless you allow us access toyour location, we may not be able to provide access to certain content if suchcontent has geographic limitations.

By acknowledging these Terms, you consent to our communicating with you onyour mobile device, including through the use of an automatic telephone dialingsystem or a prerecorded or artificial voice, by SMS, MMS, text message or otherelectronic means and that certain information about your usage of the productsand features may be communicated to us. You are not required to enter into thisagreement as a condition of using the Service. By providing us with a telephone number, you expressly waive anyprotections afforded to you under federal, state, or corporate Do Not Calllists for the purpose of receiving telephone calls or text messages from usrelated to your use of the Service. Byproviding us with a telephone number, you represent and warrant that you arethe authorized subscriber to that telephone number and that you have theauthority to provide consent to be contacted at that telephone number. If you would like to revoke this consent atany time, you may do so by contacting us at 495 Mansfield Avenue, Pittsburgh, PA 15205. Even if you revoke thisconsent, you acknowledge that the remaining sections of the Terms will remainin effect. In the event you change or deactivate your mobiletelephone number, you agreeto promptly update your Perfect Gift Enrollment information to ensure that yourmessages are not sent to the person that acquires your old number.

Account Password,Security, and Activity: You are responsible for maintaining the confidentiality of yourpassword and account, if any, and are fully responsible for any and allactivities that occur under your password or account. You agree to (i)immediately notify us of any unauthorized use of your password or Enrollment orany other breach of security, and (ii) ensure that you exit from yourEnrollment at the end of each session when accessing the Service. If you remainsigned into your Enrollment at the end of any session, any user accessing yourdevice may be able to view and manipulate your Enrollment information and othersensitive information. We recommend that you exit from your Enrollment at theend of each session and that you use other security measures (for example,password protecting/”locking” a mobile device when not in use). We will not beliable for any loss or damage arising from your failure to comply with thisSection.

Useof Trademarks/Logos: You and we understand and agree that your trademarks,service marks, trade names, designs, logos and/or copyrights (hereinafter“Marks”) will remain your sole property; and that our trademarks, servicemarks, trade names, designs, logos and/or copyrights (hereinafter “Marks”) willremain our sole property. Notwithstandingthe foregoing, you agree that we are permitted without obtaining furtherconsent to use your Marks and/or replications of your Marks on any and/or allof the Gift Cards you may seek to purchase from us. Except to the extent expressly provided for herein, nothing in theseTerms of Service will confer in either of us any title to, right of ownership,or interest in the other Party’s Marks.

Modification: We reserve the right, at our sole discretion, to discontinue,change or modify portions of these Terms at any time. If we do this, we willpost the changes and will indicate the date these Terms were last revised. Yourcontinued use of the Service after the date any such changes become effectiveconstitutes your acceptance of the new Terms. Any changes to these Terms willbe effective upon posting; provided that these changes will be prospective onlyand not retroactive. If you do not agree to the changes, you may cancel yourEnrollment and you should not use the Service after the effective date of thechanges. We suggest you revisit our Terms regularly to ensure that you stayinformed of any changes. You agree that our posting of any changes on the Termspage is adequate notice to advise you of these changes.

Pleasecontact us at corp@perfectgift.com to report any violation of these Terms or topose any questions regarding them.

Termination

You agree that we, in oursole discretion, may suspend or terminate your Enrollment (or any part thereof)or use of the Service and remove and discard any content within the Service,for any reason, including, but not limited to, for lack of use or if we believethat you have violated or acted inconsistently with the letter or spirit ofthese Terms. Any suspected fraudulent, abusive, or illegal activity that may begrounds for termination of your use of Service, may be referred to appropriatelaw enforcement authorities. We may also in our sole discretion and at any timediscontinue providing the Service, or any part thereof, with or without notice.You agree that any termination of your access to the Service under anyprovision of these Terms may be effected without prior notice, and acknowledgeand agree that we may immediately deactivate or delete your Enrollment and all related information and files in yourEnrollment and/or bar any further access to such files or the Service. Further,you agree that we will not be liable to you or any third party for anytermination of your access to the Service.

 

User Disputes

You agree that you aresolely responsible for your interactions with any other user, Merchant, and/orother Issuer in connection with the Service or any Gift Card, and that we willhave no liability or responsibility with respect thereto. We reserve the right,but have no obligation, to become involved in any way with disputes between youand any other user of the Service or Merchant or Issuer, in each case inconnection with the Service.

Indemnity

You agree to indemnify andhold us, and our officers, employees, directors, and agents harmless from anyand all losses, damages, expenses, including but not limited to reasonableattorneys’ fees, rights, claims, actions of any kind, and injury (includingdeath) arising out of or relating to your use of the Service, your violation ofthese Terms, or your violation of any rights of another.

 

Disclaimer ofWarranties

YOUR USE OF THE SERVICE ISAT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIEDOR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.We are not responsible for the quality,safety, legality, or any other aspect of any goods or services you purchasefrom a Merchant/ISSUER.

WE MAKE NO WARRANTY THAT:(I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BEUNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BEOBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THEQUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OROBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Limitation ofLiability

YOU EXPRESSLY UNDERSTANDAND AGREE THAT WE, OUR CORPORATE AFFILIATES AND PERSONNEL WILL NOT BE LIABLEFOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, ORDAMAGES FOR LOSS OF PROFITS INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OFGOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT,NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO,DAMAGES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II)THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANYGOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGESRECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III)UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV)STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHERMATTER RELATING TO THE SERVICE. IN NO EVENT WILL PERFECT GIFT’S TOTAL LIABILITYTO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVEPAID PERFECT GIFT IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDREDDOLLARS ($100). IF YOU ARE DISSATISFIEDWITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVEREMEDY IS TO DISCONTINUE USE OF THE SERVICE.

SOME JURISDICTIONS DO NOTALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OFLIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THELIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

Arbitration

At our or your election,all disputes, claims, or controversies arising out of or relating to the Termsor the Service that are not resolved by mutual agreement may be resolved bybinding arbitration to be conducted before JAMS, or its successor. Unlessotherwise agreed by the parties, arbitration will be held in Pittsburgh,Pennsylvania before a single arbitrator mutually agreed upon by the parties, orif the parties cannot mutually agree, a single arbitrator appointed by JAMS,and will be conducted in accordance with the rules and regulations promulgatedby JAMS unless specifically modified. The arbitration must commence withinforty-five (45) days of the date on which a written demand for arbitration isfiled by either party. The arbitrator’s decision and award will be made anddelivered within sixty (60) days of the conclusion of the arbitration andwithin six (6) months of the selection of the arbitrator. The arbitrator willnot have the power to award damages in excess of the limitation on damages setforth in these Terms and may not multiply actual damages or award punitivedamages or any other damages that are specifically excluded under these Terms,and each party hereby irrevocably waives any claim to such damages. Thearbitrator may, in his or her discretion, assess costs and expenses (including,but not limited to, the reasonable legal fees and expenses of the prevailingparty) against any party to a proceeding. Any party refusing to comply with anorder of the arbitrators will be liable for costs and expenses, including, butnot limited to, attorneys’ fees, incurred by the other party in enforcing theaward. Notwithstanding the foregoing, in the case of temporary or preliminaryinjunctive relief, any party may proceed in court without prior arbitration forthe purpose of avoiding immediate and irreparable harm. The provisions of thisarbitration section will be enforceable in any court of competent jurisdiction.

 

Miscellaneous

We are independent partiesto these Terms, and nothing contained herein will be deemed or construed tocreate the relationship of principal and agent or of partnership or jointventure. This Agreement and the rightsand obligations of the Parties hereunder shall be governed by, and construedand interpreted in accordance with, the laws of the Commonwealth ofPennsylvania, without regard to the conflict of laws provisions thereof. We and you hereby submit to the jurisdictionof the courts of Pittsburgh, Pennsylvania for the enforcement of any arbitral awardor other action. These Terms set forththe entire agreement between us pertaining to the Service. You agree that we will not be liable for anydelay or failure in our performance of any of the acts required by these Termswhen such delay or failure arises from circumstances beyond our control andwithout the fault or negligence of us. Such causes may include, without limitation, acts of God, acts of local,state or national governments or public agencies, acts of public enemies,terrorism, widespread or extended utility or communication failures or delays,earthquakes, fire, flood, epidemics, riots or strikes. If any provision of these Terms (or anyportion thereof) is determined to be invalid or unenforceable, it will bestricken and the remaining provisions of these Terms will remain in full forceand effect and shall be binding on us and enforceable in accordance with theirterms, as though the invalid or unenforceable provision (or portion thereof)was not contained in this Agreement.

© Perfect Gift, LLC 2020 All rights reserved.