Terms of Use

PLEASE NOTE: SECTION 16 OF THESE TERMS OF USE CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS HOW DISPUTES WITH RAISE ARE RESOLVED. BY ACCEPTING THESE TERMS OF USE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS AS A MEMBER OF RAISE, AS WELL AS REMEDIES AND RECOURSE (INCLUDING THOSE IN SECTION 6) RAISE MAY TAKE IN CONJUNCTION WITH YOUR USE OF OUR SITE AND SERVICES. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AS WELL AS A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.

Last Updated: April 13, 2016.

Welcome to Raise.com and our associated mobile applications (collectively, the “Site” or “Raise” ), an online marketplace for gift cards run by Raise Marketplace Inc. ( “we” , “our” , “us” or “Raise Marketplace” ). Raise allows you ( “user” , “consumer” , “Member” , “guest” , or “you” ) to purchase and sell gift cards, merchandise credits, vouchers, gift codes and other similar pre-paid closed-loop products in electronic and physical form (collectively, “Gift Cards” ).

By clicking “I agree” on Raise or otherwise using Raise, you agree and acknowledge that you have fully read and consented to be bound by these Terms of Use (the “Terms of Use” ). These Terms of Use are a binding agreement and apply to you and all registered Members, guests or other persons who access, browse and/or otherwise utilize Raise to buy or sell any Gift Cards or use any of the services available on Raise. These Terms of Use set forth your rights and responsibilities when you use Raise, so please read them closely. If you do not agree to these Terms of Use, you may not access or use Raise or any of the services provided on Raise.

1. Modification of Terms of Use

We reserve the right at all times to update, modify or discontinue any part of these Terms of Use as we deem necessary or desirable, in our sole discretion. If we make changes to the Terms of Use, we will notify you by posting notice of the changes to the Terms of Use on Raise. Any changes to these Terms of Use will be effective upon the earlier dispatch of an e-mail or other notice to you informing you of changes to these Terms of Use or our posting of notice of the changes on Raise. We suggest that you revisit our Terms of Use page on Raise from time to time to ensure that you stay informed of any changes to our Terms of Use. Your use of Raise after we update the Terms of Use and post it on Raise will constitute your acceptance of the modified Terms of Use.

2. Registering, Eligibility and Member Account

There are no fees to join Raise or to act as a buyer of Gift Cards on Raise. However, sellers of Gift Cards on Raise may be charged sales commissions or listing fees as described in Section 3(g) of these Terms of Use, and may be charged Sale Price Reversals, Commission Recoveries and Card Refund Fees described in Section 6(d) of these Terms of Use. You can join Raise by registering and setting up a Member Account on Raise ( “Member Account” ). Use of the Site is intended solely for Members who are 18 years of age or older. If you are under the age of 18, you are not permitted to become a Member of Raise or establish a Member Account.

We permit limited access to Raise and services available on Raise to guests and visitors who have not registered a Member Account. In order to access all of the benefits of Raise, including the ability to buy and sell Gift Cards, you must set up a Member Account. You may only set up one Member Account on the Site. Furthermore, you must fully comply with the following requirements: (i) provide complete, current and accurate information at time of registration, (ii) update all relevant Account information to keep it current and accurate (iii) provide and maintain a valid and current credit card on file at all times if you sell Gift Cards on Raise, (iv) select a security code for your Member Account that is not easy to guess or hack, and (v) maintain the security and confidentiality of your Member Account, including any access or use of security codes associated with your Member Account, so as to minimize the risk of unauthorized access of your Member Account. Finally, you agree to inform Raise immediately if you suspect that your Member Account at Raise has been hacked or subject to any unauthorized access or use. You agree that Raise may verify your information through whatever lawful means it deems reasonable and appropriate, to request additional information to confirm your identity and to deny you access to Raise if it determines any information provided is suspect, not accurate or cannot be confirmed.

We reserve the right to interrupt your service, your access to your Member Account, and/or your access to Raise or any services or Gift Cards offered on Raise, with or without prior notice, for any reason, at our sole and absolute discretion. In the event your Member Account or access to it is interrupted or terminated for any reason, whether intentionally or unintentionally, we will not be liable for any losses due in whole or in part by such interruption or termination of your Member Account or your access to Raise.

3. Use of Raise to Purchase or Sell Gift Cards

(a) Gift Cards on Raise and Terms & Conditions. Raise allows you to buy and sell Gift Cards. Gift Cards purchased on Raise are issued by third-party merchants, retailers and vendors (collectively, “Retailers” ). Your purchases of any Gift Cards on Raise are governed by certain terms and conditions established by the issuing Retailer. Certain Gift Cards on Raise could have expiration dates, fees or other terms associated with them, subject to applicable federal and state laws, all of which are set by the issuing Retailer. If you have questions regarding the applicable Retailer Gift Card terms and conditions, please contact the Retailer or consult the relevant Retailer’s website (in addition, certain of those terms can be found with the relevant Gift Card on Raise). Raise is not the issuer of any of the Gift Cards on Raise and is not related to any of these Retailers. Raise is also not the seller of secondary Gift Cards sold on Raise. Furthermore, Raise is not responsible for setting any of these Retailer Gift Card terms and conditions.

Notwithstanding the above, Raise does offer Buyers on Raise a 100 Day Money-Back Guarantee under the Return Policy, which ceases to apply to a Gift Card if it is resold on any platform other than Raise. The Raise Guarantee may change from time-to-time and, subject to its then current terms, only covers the purchase price of the relevant Gift Card purchased on Raise. We do not guarantee any associated savings or discount a Buyer may have received in conjunction with any the Gift Card purchased on Raise.

Gift Cards may be subject to various other terms and conditions related to a particular Retailer or Gift Card, including, without limitation, various limitations as to use of the Gift Card, combination with other offers, redemption and voucher use rules, and whether a Gift Card can be used online, in store or both. These terms and conditions are generally presented with the Gift Card on the Site and you agree specifically to have read and accepted these particular terms and conditions when you agree to purchase the Gift Card in question on Raise.

Raise is not a party to any transaction that you may enter into with the Retailer as a result of your purchasing a Gift Card on Raise. Raise is not responsible for the quality of goods or services you acquire from a Retailer or otherwise procure using a Gift Card acquired on Raise. If a Retailer were to go out of business or go into bankruptcy prior to your use of all the value on their Gift Card, you understand that your sole and exclusive recourse with respect to the unused value of the Gift Card for that particular Retailer is with the Retailer in question (and not Raise) and, as an unsecured-creditor, you may not be able to recoup the value of any unused Gift Card for such a Retailer. The Raise Guarantee does not apply in the circumstances that a Retailer ceases to honor its Gift Cards due to its going out of business, into bankruptcy or similar circumstances.

(b) Seller’s Representations and Warranties. As a Seller, you represent and warrant that:

(c) General Rules of Conduct on Raise. By using Raise and setting up a Member Account, you agree to the following rules when visiting or transacting on Raise:

(d) Selling Gift Cards. When you sell a Gift Card on Raise, you agree to transfer ownership of the Gift Card and all of your interest in the Gift Card to the buyer in return for a payment in the amount designated in the Gift Card sale transaction on Raise (“Sale Transaction”). In each Gift Card Sale Transaction that is completed in accordance with the Terms of Use, you will receive an amount equal the price at which you sell a Gift Card on Raise, less the applicable sales commissions, which is covered in paragraph (g) below. As a Seller on Raise, you may set the price at which you wish to sell your Gift Card(s) on Raise and you may remove any Gift Card from Raise prior to its sale in accordance with these Terms of Use. In addition, you may authorize Raise to automatically adjust your Gift Card sale price and/or commission rate for your Gift Card(s) on Raise; subject to certain parameters you will agree to at the time you place your Gift Card for sale on Raise. Once a Buyer has confirmed a Sale Transaction for a Gift Card, that Gift Card cannot be removed from Raise and Seller is bound to sell that Gift Card at the price set forth in the Sale Transaction. Similarly, once a Buyer has confirmed a purchase of a Gift Card on Raise, that sale is final and cannot be unilaterally canceled by the Buyer. Listing a Gift Card on Raise will not ensure that the Gift Card will sell on Raise.

(e) Gift Card Sale Transaction Verification. No Sale Transaction is complete, and Raise will not facilitate the payment of funds to a Seller for a Sale Transaction, until Raise verifies (i) the balance on all Gift Card(s) associated with such Sale Transaction (to the extent possible), (ii) other details related to the Gift Card(s) sold, (iii) the Buyer of the Gift Card(s) in the Sale Transaction and (iv) the Seller of the Gift Card(s). As a part of the verification process, Raise may require a Seller or Buyer to provide additional identification information, including, without limitation, a copy of a valid drivers license (or other form of identification) prior to or after listing Gift Cards for sale. In addition, as a part of the verification process, the Seller authorizes Raise to charge to the Seller’s credit card a $1.00 authorization charge (or such other amount identified to Seller at time of verification on Raise), which amount will be refunded following successful authorization. Members may also be asked to go through additional security procedures and share additional information to confirm their identity. Raise reserves the right to reject any Gift Card(s) that we believe (in our sole discretion) may: (i) be fraudulent, invalid, inauthentic or stolen, (ii) have come from an unauthorized or illegal source, (iii) be related to any illegal activity or (iv) otherwise pose a financial risk to us, our Members, or Retailers. Not all Gift Cards can be sold on Raise. Raise accepts no responsibility for any Gift Card listed on Raise and reserves the right to refuse to process or sell any Gift Card on Raise and may cancel any Sale Transaction in its sole discretion.

(f) Risk of Loss & Shipping. Raise accepts no liability for any lost or damaged packages, or packages altered in transit, whether in transit to the Buyer or in return transit to the Seller. You are responsible for properly shipping any physical Gift Cards sold on Raise to the Buyer of the Gift Card(s), in accordance with our shipping practices found on the Site. When acting as a Seller you agree that until the Buyer receives all Gift Cards associated with a Sale Transaction, you retain title in the Gift Card(s) and remain liable for all risk of loss. Once a Sale Transaction has been confirmed through our confirmation process and the sold Gift Card’s title is transferred to the Buyer, the Buyer is then fully responsible for such Gift Card.

(g) Commission and Seller Fees. In connection with all sales of Gift Cards on Raise, Raise charges the Seller of a Gift Card a Sales Commission as well as a listing fee for any physical Gift Cards listed and sold on Raise. The Sales Commission and listing fees (if any) are paid by the Seller from the proceeds of the Gift Card Sale Transaction and are deducted from the sale proceeds prior to crediting the Seller’s Raise account balance. The Sales Commission is fifteen percent (15%) of the Gift Card sale price in the Sale Transaction on Raise, unless (i) you have negotiated a different Sales Commission rate with Raise under a separate arrangement or written agreement with Raise or (ii) Raise has otherwise informed you of a different commission rate or structure at the time of your entering into a Sale Transaction on Raise. For physical Gift Cards on Raise, the listing fee is the greater of $1.00 or 1% of the balance of the relevant physical Gift Card. There is no listing fee associated with electronic Gift Cards sold on Raise. For example, if you sell a physical Gift Card with a balance of $100 and a sale price of $90, the sales commission is $13.50, the listing fee is $1.00, and Raise will pay $75.50 to you via your selected payment method upon consummation of the Sale Transaction.

(h) Payment Options & Fees for Buyers and Sellers.

Buyers: When you make a purchase on Raise, whether on the website or mobile applications, Raise accepts various forms of payment, including credit cards, debit cards, credit provided by us in your Member Account and Apple Pay, however it is your responsibility to retain the relevant payment card (if any) for purpose of any refund transaction from Raise. By making the purchase on Raise, you warrant that you are authorized to use the designated debit or credit card or other payment method and you authorize us to charge your designated credit or debit card or other payment method for any order you place on Raise. When you provide your payment information, you authorize us (or a third party payment processor) to process and store your payment and related information. In the event that the designated credit or debit card or other payment method cannot be verified, is invalid or is otherwise not acceptable to Raise, we may (i) suspend or cancel your order automatically, (ii) prohibit you from buying and/or selling Gift Cards on Raise until a valid, verifiable credit/debit card is on file with your Member Account and/or (iii) suspend or terminate your account on Raise. Payment card processing fees may apply even if the designated debit or credit card has expired or changed by the time we submit the charges to your card. We are not responsible for any debit card or overdraft fees associated with any order you use a debit card for. You agree to fully cooperate with Raise in an effort to resolve any problems we encounter in order to process your requested order on Raise.

Sellers: Prior to being able to request and receive any cash payment for a Gift Card sold on Raise, you must set up an ACH Direct Deposit with Raise or you may also opt to request cash payment via PayPal or receive a physical check, subject to the terms below. Raise will not make any payments of sales proceeds via any direct deposit feature (or similar feature) of a pre-paid debit card. In addition, you are required to have a valid credit card on file with Raise at all times, to enable Raise to exercise its recourse rights set forth in Section 6(d) below. Upon request from the Seller for any proceeds credited to Seller’s account for the sale of a Gift Card and subject to Raise’s recourse set forth in Section 6(d), Raise will pay the requested amount as follows:

4. Authorized Use & Termination of Access.

You can use Raise only for its intended purposes and solely in accordance with these Terms of Use. Subject to your full compliance with these Terms of Use, Raise grants you a limited, nonexclusive, non-sublicenseable license to access and use Raise solely for the purpose of purchasing, selling or managing Gift Cards or receiving other available services and features on Raise. This limited use and access license is revocable at any time by us.

Your Member Account with Raise and any access to the products, services and/or any portion of our Site, including any of our mobile applications, is and shall remain at the sole and absolute discretion of Raise. Therefore, we reserve the right to temporarily or permanently terminate, suspend, or refuse to permit your access to any portion of Raise (including any of our mobile applications and your Member Account) and any of the services provided on Raise for any reason, all at our sole and absolute discretion, with or without notice and without liability to you of any kind. You further agree that you will remain bound to the terms of these Terms of Use at all times during any suspension and after termination of your Member Account or access to Raise, with respect to any purchase or sale transactions, occurrences or acts or omissions on your part prior to or during the suspension, or prior to termination. We reserve the right to terminate or change any of the services available on Raise.

5. Prohibited Activity.

In connection with using or accessing Raise (including your Member Account), whether via the website, our mobile applications or otherwise, you agree not to do, and not to facilitate any third party doing, any of the following (each a “Prohibited Activity” ):

(a) Modify, alter or otherwise make any derivative uses of the Raise content, trademarks, technology platform or its underlying software, or any portion thereof;

(b) Copy, reverse engineer, decompile, disassemble or attempt to discover the source code of the Raise technology platform or its underlying software;

(c) Use any automated or non-automated means of data gathering, data mining or extraction methods on or in connection with Raise, including any use of “robots”, “scrapers”, “spiders”, “readers” or similar devices;

(d) Infringe upon or violate the rights of Raise, its users, third parties or Retailers;

(e) Download, copy or imitate any portion of the Raise technology platform, its underlying software and content, or its user interface, or the Site, except as expressly permitted by Raise;

(f) Use Raise in any way that could damage, disable, overburden, place excessive demand on or impair our Site, mobile applications or any services we offer via Raise;

(g) Attempt to gain unauthorized access to (i) any Member’s personal information, personal profile, e-wallet or Member Account or (ii) Raise and its mobile applications, including but not limited to any Raise accounts, computer systems and/or network systems, through any means, including via a proxy server, or use any unauthorized access whether or not intentionally acquired;

(h) Aggregate or scrape any content, data or other information from the Site (whether using links, scraping technology or other technical means) to be aggregated or shown with material from other sites or on a secondary site without our express written permission;

(i) Hyperlink to the Site or deep-link to any portion of our Site without our written consent;

(j) Interfere with our Site’s or our mobile applications’ operations, attempt to access or steal any data and information on or related to the Site;

(k) Seek to transact any fraudulent or illegal activity, through any means or corrupt practices, including but not limited to any of the following: hacking, password mining, deceptive impersonation of another person, misrepresentation of your affiliation with a person or entity, hiding or attempting to hide your true identity or location (including via proxy server or otherwise) or providing false, inaccurate or altered documentation, information or identification;

(l) Circumvent or seek to circumvent any security measures or other features meant to protect the security of the Site and Raise Members’ security;

(m) Make any unsolicited offers, advertisements, proposals, or send junk mail, spam or chain letters to other Raise users or any other similar type of solicitation not approved of by Raise in writing;

(n) Upload to Raise images, content or other material that is illegally obtained, in violation of a third party’s intellectual property rights, or offensive, libelous, defamatory, harassing, threatening, inappropriate, deceptive or misleading in any way;

(o) Send or receive what we reasonably believe to be potentially fraudulent funds or otherwise use Raise in a manner that we believe is intended to facilitate a criminal or fraudulent activity or enterprise;

(p) Seek to access or use Raise from a country other than the U.S.;

(q) Use the Site in a manner that results in or may result in complaints, chargebacks, customer refunds, invalid Gift Cards, fees, penalties or other liability to Raise Marketplace, its other members or partners;

(r) Make any fraudulent, improper or false refund request or claim under the Raise refund policy or any similar customer guarantees provided by us form time-to-time;

(s) To provide any additional information about yourself as a Seller to the Buyer of a Gift Card or otherwise seek to sell Gift Cards directly to any Buyer on Raise;

(t) Engage in, or be involved in, any criminal and/or fraudulent activities, including not limited to, the following with regard to any Gift Cards bought and/or sold on Raise: (i) use of a Gift Card by the Seller after sale or in a manner that diminishes the value represented on Raise; (ii) any sale (or attempted sale) of a Gift Card to multiple parties; (iii) the use of any fraudulent or unauthorized payment method to acquire Gift Cards on Raise; (iv) provision of fraudulent, invalid, stolen or improperly obtained Gift Cards for sale on Raise or (v) the use of Gift Cards to perpetrate or facilitate any other criminal activity; and

(u) Use Raise other than for its intended purposes (including for any malicious, threatening, unethical, harassing, fraudulent or illegal activity) or otherwise in violation of these Terms of Use.

6. Your Liability – Actions We May Take and Fees We May Assess.

(a) General. You are responsible for all chargebacks, fees, fines, penalties and other liabilities incurred by us, any Member, a Retailer or any third party caused by or arising out of your breach of these Terms of Use, any Prohibited Activity and/or your use of Raise.

(b) Actions We May Take – Related to Prohibited Activity or Any Breach of these Terms of Use. If Raise, in its sole discretion, believes that you have breached these Terms of Use or engaged in any Prohibited Activity, we take various actions to protect Raise, our Members, Retailers or others from claims, refunds, chargebacks, fees, fines penalties or any other liabilities or exposure. The actions we may take include, without limitation, the following:

(c) Actions We Take – Holds and Reserves on Funds and your Member Account.

i. Legal Process & Court Orders. We may, in our sole discretion, take various actions, including placing a hold, reserve or other limitations on your Member Account or the funds or credits in your Member Account in the event we receive notice of a court order or other legal process that restricts the use of or access to your funds or requires their holding, release, or seizure. We will provide notice of such hold, reserve or limitation, unless the court or law enforcement otherwise directs us not to provide you notice, in which case the court order or other process will supersede any notice obligation in these Terms of Use In addition, in the event we receive a notice of garnishment, lien or levy on your Member Account directing us to retain funds or directing us to pay funds from your Member Account to a court, government body, agency or third party, we may limit your Member Account, hold relevant funds and ultimately disburse funds as necessary.

ii. Invalid Cards, Risk-Based and Verification Reasons. We may, in our sole discretion, place holds on payment of funds to you or reserves on funds in your Member Account, under the following circumstances: (A) if we provide a Buyer a refund under our return policy for a Gift Card sold by you on Raise, (B) as we investigate any Invalid Cards (as defined below), any Gift Card refund requests, or any potentially illegal or fraudulent activity or any Prohibited Activity, (C) if we believe there may be a high level of risk associated with you, your Member Account or your transactions on Raise, (D) until we have been able to complete certain verification procedures relate you and the processing of your Sales Transactions (including third party processor verification requirements) and (E) in connection with our recourse in Section 6(d) below. Our determination that you are a higher risk account may be based on a variety of factors, including your activity on Raise and information we may receive from third parties or otherwise. If we place a reserve or hold on funds in your Member Account, you will be informed of such reserve or hold. If your Member Account is subject to a reserve, we will provide you notice of this reserve, specifying the terms of the reserve or the policy under which such reserve is being placed.

(d) Financial Recourse and Fees We May Assess Against Sellers. AS A CONDITION TO BEING A SELLER ON RAISE, YOU HEREBY AUTHORIZE RAISE TO: (I) CHARGE YOUR PAYMENT METHOD (CREDIT CARD) ON FILE WITH RAISE, (II) DEBIT YOUR MEMBER ACCOUNT ON RAISE AND/OR (III) WITHHOLD ANY PAYMENT OWED TO YOU, FOR THE AMOUNTS DESCRIBED BELOW IN THE EVENT THAT ANY GIFT CARD YOU SELL ON RAISE IS DETERMINED BY US TO BE AN “INVALID CARD,” OR IF ANY GIFT CARD YOU SELL ON RAISE IS SUBJECT TO A REFUND UNDER OUR THEN CURRENT REFUND POLICY. All of the following amounts will be charged against the funds and/or credits in your Member Account and/or your payment method on file with Raise, and you will be liable to us for any amounts that we could not charge due to insufficient funds or credits in your Member Account:

i. Card Refund Fees, Commission and Member Account Adjustments: In the event you sell any Gift Card through Raise, that we determine in our sole discretion to be an “Invalid Card” (as defined below) or which we determine is subject to our then current money-back refund policy (the Raise Guarantee), we will charge your Member Account and/or your payment method on file with Raise for the full amount of the proceeds that were credited to your Member Account for the sale of the Invalid Card (the “Sale Price Reversal” ). You also may also be liable for the full Sales Commission relating to the Invalid Card in question, even if we reduced the Sales Commission to less than fifteen percent (15%). In the event you sell an Invalid Card on Raise, you authorize us to charge your Member Account and/or your payment method on file with Raise for that Sales Commission or portion thereof necessary to ensure that you are charged for the full Sales Commission associated with such Invalid Card (the “Commission Recovery” ). In addition, Raise may charge your Member Account and/or your payment method on file with Raise a “Card Refund Fee” in amount up to the greater of $20 or 15% of the Gift Card sale price for each such Invalid Card.

An “Invalid Card” is any Gift Card that we determine, in our sole discretion: (1) to be invalid or not active for any reason, including without limitation if the Gift Card is determined to be fraudulent, counterfeit, stolen, inauthentic, unusable or non-transferable in any way, or we determine that you have resold, used or invalidated the Gift Card; (2) to be associated with any illegal or fraudulent activity or from an illegal or unauthorized source, (3) had a zero balance when sold by you or has a lower balance than you represented at the time of sale on Raise; (4) is a different brand from what you represented when selling the card on Raise; or (5) in the case of a physical Gift Card, was not delivered by you to the buyer on Raise within 30 days of the date of sale.

ii. Additional Remedies: In addition to the above fees and remedies, Raise may seek any and all other forms of recourse against a Seller it determines has sold invalid, fraudulent, inaccurate or illegally obtained Gift Cards on Raise or any Seller who Raise determined was involved in any illegal or fraudulent activity in connection with its sale of Gift Cards on Raise. All of our remedies are cumulative.

(e) Our Right to Reverse Refunds. In the event Raise determines, in its sole discretion, that you have mistakenly, improperly or fraudulent sought and received a refund for a Gift Card purchased on Raise under our then current refund policy, you authorize Raise to charge your payment method on file (credit card) with Raise or debit your Member Account the full amount of any such improper Gift Card refund(s) requested by you. Furthermore, in this circumstance, Raise reserves the right suspend or terminate your Member Account on Raise.

(f) Dispute of any Raise Recourse. In the event you believe in good faith that there may have been an error in our assessment of any fees, charges or other permitted recourse to your Member Account associated with a Gift Card you sold or purchased on Raise (including the recourse in this Section 6), you may contact Raise Member Services (which information is available on our Site) or your account manager, if applicable. You must provide us with all relevant information to support the reason you believe the recourse we took with regard to your Member Account or a particular Gift Card you bought or sold on Raise was not warranted and we will then, at our discretion, engage in further investigation of the particular matter (to the extent possible) to determine if there was any error in our assessment of any fees or charges to your account or any other similar permitted recourse hereunder. You hereby agree to fully cooperate with Raise in any such further investigation and to only provide us with full and truthful information. Raise will communicate its determination (after any such investigation) in accordance with its then existing policies and procedures. The timing and terms of any additional investigative process will be entirely dependent upon our then current policies and procedures related to such matters, which may change from time-to-time. You further agree that Raise’s determination after such additional investigation (to the extent possible) is final.

7. Delinquent Payments, Negative Accounts & Raise Recourse.

If your Member Account becomes past due (or negative) for any reason, your Member Account will be subject to a late payment charge of 1.5% for each thirty (30) day period it is past due, on the balance of the past due amount or the highest amount permitted under applicable law, whichever is lower (the “Late Payment Fee” ). This Late Payment Fee will be charged to your Member Account on the last day of each month your Member Account has a negative balance. For Member Accounts with any amounts past due, Raise may also deduct the amount owed (plus any accrued Late Payment Fees) from your payment method on file with Raise or debit such amounts from any proceeds (or credits) on current or future Gift Cards sold by you on Raise under your Member Account or any other Member Account we identify as yours or related to yours. In addition, we may close or suspend your Member Account for nonpayment or an outstanding negative balance, and you may be responsible for collection and related legal costs we incur. We may also first deduct any amounts (including Late Payment Fees) you owe us from any amount we owe you under your Member Account or any related Member Accounts. In the event your Member Account is suspended or terminated for any reason, any amount due on your account will be immediately due and payable. Closing of Member Accounts or opening and maintaining more than one Member Account does not alter your total liability to us, and we may combine amounts due to us from multiple Member Accounts. We may report information about your Member Account to credit bureaus, law enforcement or Retailers, so late payments, missed payments, or other defaults on your account may be reflected in your credit report.

8. Intellectual Property & Trademarks.

Unless otherwise indicated by us, the Raise Site and all content and other materials therein, including, without limitation, the Raise trademarks, logos and all other Raise designs, text, graphics, pictures, information, data, software, sound files, other files made available on Raise and the selection and arrangement thereof, and any documentation provided to you by or on behalf of Raise (but excluding any and all trademarks, service marks or other intellectual property of Retailers found on Raise) are the exclusive property of Raise. “Raise” and the Raise logo and any related slogans are Raise’s trademarks in the United States and may not be copied or used without the prior written permission of Raise. Unless explicitly stated by us, nothing in these Terms of Use shall be construed as conferring any ownership in or license to any intellectual property rights, whether by estoppel, implication or otherwise.

All trademarks not owned by Raise that appear on this Site are the property of their respective owners. Reference to any products, services, merchants or retailers available on Raise does not constitute or imply any endorsement, sponsorship or recommendation by Raise. Furthermore, Raise is not the issuer of any of the Gift Cards available for sale on Raise, is not the seller of any secondary Gift Cards sold on Raise and is not related to any of the Retailers whose trademarks and Gift Cards appear on Raise for sale.

By posting or uploading any information, content or material to Raise’s Site, you hereby agree to the following:

9. Copyright Complaints.

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, Raise may also terminate or suspend the account of any member who infringes any intellectual property rights of a third party, whether a repeat infringer or not. If you believe that any user content on Raise infringes upon any copyright that you own or otherwise control, you may file a notice of such infringement with our Designated DMCA Agent identified below, with the following information in writing: (i) a physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed upon; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Designated DMCA Agent: Attn: DMCA Copyright Agent, Raise Marketplace Legal Department, 11 East Madison Street, 4 th Floor, Chicago, Illinois 60602, Email: [email protected]

10. Links to Other Websites.

Raise may link to third-party websites, services, and mobile applications ( “Other Websites” ). These links are provided as a convenience to you and not because we endorse these Other Websites. We are not responsible for the content or the accuracy of materials on these Other Websites, or the privacy practices of these Other Websites. If you decide to access any Other Website, you do so at your own risk and we are not responsible for any damages or liabilities caused or alleged to be caused by any use of the Other Websites.

11. Your Privacy.

We take the privacy of your personal data seriously. We encourage you to read our Privacy Policy for disclosures about how we may collect, use and share personal data and the choices you may have with respect to the data we may collect and use. Our Privacy Policy is incorporated into these Terms of Use and is available Privacy Policy.

12. Electronic Communications.

When you use Raise or otherwise send emails to Raise, you are communicating with us electronically and you consent to receive electronic communications related to your use of Raise, including push notifications. We will communicate with you by email, push notification or by providing notices on the Site. You agree that any communication we may send you via email or push notification will satisfy any legal requirement that any such communication be in writing. Any notice delivery by Raise via email will be effective when sent to the email address you provided to Raise or from which you otherwise email us. You further agree that you are responsible for maintaining an active email account on file with your Member Account and for any spam-filters (or similar content blockers) that may impact a Raise communication to you.

13. Disclaimer of Warranties & Waiver of Claims.

YOU EXPRESSLY AGREE THAT YOU ARE USING THE SITE AND ANY SERVICES OFFERED BY US AT YOUR OWN RISK AND THAT THE SITE AND SERVICES AVAILABLE ON THE SITE ARE PROVIDED “AS-IS” AND “AS-AVAILABLE”. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, RAISE DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE OPERATION OF THE SITE, INFORMATION CONTAINED ON THE SITE OR ANY OF THE GIFT CARDS OR OTHER OFFERINGS AVAILABLE ON THE SITE OR ANY OTHER PROGRAMS AVAILABLE OR ACCESSIBLE THROUGH THE SITE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY, UP-TIME, OR FITNESS FOR A PARTICULAR PURPOSE. RAISE MAKES NO WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, SECURE, VIRUS FREE OR ERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RAISE OR ANY REPRESENTATIVE OF RAISE WILL CREATE A WARRANTY OR OBLIGATION ON THE PART OF RAISE OR SUPERCEDE ANY OF THESE TERMS OF USE.

RAISE IS NOT THE ISSUER OF THE GIFT CARDS SOLD ON RAISE AND IS NOT RESPONSIBLE FOR WHETHER OR HOW A PARTICULAR RETAILER HONORS SUCH GIFT CARDS, PARTICULARLY IN THE CIRCUMSTANCE WHEN A RETAILER GOES OUT OF BUSINESS OR IS IN BANKRUPTCY OR LIQUIDATION. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT YOU WILL NOT SEEK RECOURSE AGAINST (AND HEREBY WAIVE ANY AND ALL CLAIMS AGAINST) RAISE IN THE CIRCUMSTANCE THAT A RETAILER DOES NOT HONOR A GIFT CARD BECAUSE IT IS UNABLE TO PAY ITS DEBTS, GOES OUT OF BUSINESS, LIQUIDATES, GOES BANKRUPT, OR OTHERWISE REORGANIZES.

14. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL RAISE, IT SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, MERCHANTS, LICENSORS OR PARTNERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ON ACCOUNT OF LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOST BUSINESS ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH (I) THE USE OF THE SITE, THE SITE AND/OR MEMBER CONTENT, INCLUDING ANY PERSONAL INFORMATION, (II) THE USE OF THE SERVICES ON THE SITE (OR INABILITY TO USE THE SERVICES), (III) THE MARKETING, PURCHASE OR SALE OF ANY GIFT CARDS ON THE SITE, AND (IV) ANY SERVICES OR OFFERINGS PROVIDED BY ANY THIRD PARTIES ACCESSIBLE FROM OR THROUGH THE SITE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY(INCLUDING, CONTRACT, TORT, WARRANTY, STRICT LIABILITY, ETC.) AND EVEN IF RAISE WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL RAISE’S TOTAL LIABILITY TO YOU, WHETHER IN CONTRACT, TORT, WARRANTY OR ANY OTHER THEORY OF LAW, ARISING UNDER THESE TERMS OF USE OR ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SITE AND/OR SERVICE PROVIDED VIA THE SITE EXCEED $200 IN THE AGGREGATE. YOU AGREE THAT ANY CAUSE OF ACTION HEREUNDER MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. BECAUSE CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS IN CERTAIN CONTEXTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

15. Indemnification & Release.

You agree to defend, indemnify and hold us (and our affiliates, subsidiaries and our and their respective officers, directors, employees and agents (collectively with Raise Marketplace, Inc. the “Indemnified Parties”)) harmless from any claim or demand made by any third party due to or arising out of or related to: (i) your breach of these Terms of Use, (ii) your improper use of the Site or Raise’s services, (iii) your violation of any third parties’ intellectual property rights, (iv) your intentional misconduct, fraudulent acts or gross negligence, (v) any content you provide on the Site or (vi) your violation of any applicable law, including any applicable tax laws. You agree to pay any and all losses, costs, damages and expenses (including reasonable legal fees and expenses) (collectively “Damages”) for which any Indemnified Party is found liable in respect of any such claim or demand and to reimburse each Indemnified Party immediately for any Damages that the Indemnified Party has directly incurred, suffered or paid. You hereby recognize that Raise is not the issuer of any Retailer Gift Card sold on Raise and not the seller of any secondary Gift Cards sold on Raise. To the extent permitted under applicable law, you agree to release Raise from any claim or liability arising out of or related to (x) how and whether a Retailer honors its Retailer Gift Card(s) purchased on Raise and (z) any Retailer’s failure to honor a particular Retailer Gift Card purchased by you on Raise.

16. Legal Disputes

a. Binding Arbitration. By using this Site and agreeing to these Terms of Use, you agree that any claim, dispute, or controversy you may have against Raise arising out of, relating to, or connected in any way with these Terms of Use, this Site, or the purchase or sale of any Gift Cards or any other services offered on Raise (a “Dispute” ), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ( “AAA” ) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA, including, without limitation, the AAA Supplementary Procedures for Consumer Related Disputes, available at http://www.adr.org. ( “Rules and Procedures” ); except that you may bring a qualifying claim over a Dispute in a small claims court. The provisions of this Section 14 shall constitute your and Raise’s written agreement to arbitrate Disputes under the Federal Arbitration Act (“Dispute Agreement”) and that you and Raise are each giving up the right to go to court and have a Dispute heard by a judge or jury (except for the limited exclusion above in a small claims court or in the context of injunctive relief permitted below).

You agree further that: (A) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and Raise; (B) the arbitrator shall apply Illinois law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (C) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or Raise’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; and (D) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Raise will pay as much of your filing, arbitration and hearing fees in connection with the arbitration as the arbitrator deems necessary (not to exceed $10,000) to prevent the arbitration from being cost-prohibitive. Raise agrees not to seek attorney’s fees and costs in arbitration unless the arbitrator determines the Dispute was frivolous. The arbitration shall be conducted based on written submission unless you request and/or the arbitrator determines that a telephone or in-person hearing is necessary.

(b) No Class Action. We each agree that we shall bring any Dispute against the other in our respective individual capacities and not as a plaintiff or class member of a purported class, representative proceeding or as an association. We each agree that any Dispute will be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator may not vary these terms.

(c) Choice of Law & Forum. Any and all Disputes shall be governed by the laws of the State of Illinois without regard to any conflicts of laws provisions. In the event any Dispute were to proceed in court, you agree that (i) the federal and state courts of the state of Illinois and Cook County shall have exclusive jurisdiction to adjudicate any such Dispute, (ii) you and Raise irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for the resolution of such Disputes and (iii) you and Raise agree to irrevocably waive any right to a trial by jury.

(d) Injunctive Relief. Notwithstanding anything to the contrary in this Dispute Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or related to the infringement of a party’s intellectual property or any conduct that violates Section 5 of these Terms of Use.

(e)Severability. If Section 16(b) above or Section 16(a),(c) above is ruled to be unenforceable, then Section 16(a) shall be deemed unenforceable, but the rest of this Section 16 shall remain in full effect.

17. Miscellaneous Provisions

(a) Force Majeure Raise shall be excused from performance under these Terms of Use, to the extent it is delayed or prevented from performing, as a result of any event or series of events caused by: (i) weather conditions or elements of nature or acts of god, (ii) acts of war, terrorism, insurrection, riot, political unrest, (iii) labor strikes, (iv) embargoes, (v) error or disruption to computer hardware, networks or software failures or of third party providers or (vi) other causes beyond the reasonable control of Raise.

(b) Entire Agreement These Terms of Use, including the Privacy Policy and other terms incorporated by reference, constitute the entire agreement and understanding between you and Raise with respect to the subject matter covered and supersedes any prior agreements, whether in writing or oral, with respect to such subject matter.

(c) Assignment These Terms of Use are not assignable, transferable or sub-licensable by you except with Raise’s prior written consent. Raise may transfer, assign or delegate these Terms of Use and its rights and obligations hereunder without consent.

(d) Severability & Subject Headings To the extent that any term is deemed invalid or unenforceable by a court of law with jurisdiction over the matter, that term shall be severable and not affect the validity of remaining terms. The section headings used herein are for convenience only and shall be of no legal force or effect.

(e) Notice Any notice to the Site that is required or permitted by these Terms of Use shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to [email protected], when delivered in person by nationally recognized overnight courier, or when mailed by first class, registered or certified mail, postage prepaid, to Raise Marketplace Inc., 11 East Madison Street, 4th Floor, Chicago, IL 60602, Attn: Legal.