Terms of Use Agreement

Last revised August 18, 2017.

Welcome to American Gift Card Exchange, a service offered by American Gift Card Exchange, Inc. (‘American Gift Card Exchange’ ‘we,’ or ‘us’) which allows you to buy or sell closed loop prepaid cards, coupons, codes, or similar physical and electronic payment devices (“Gift Cards”). This page explains the terms by which you may use American Gift Card Exchange’s websites (including www.agiftcardexchange.com/), kiosks, web widgets, feeds, applications for third-party web sites and services, mobile app, and any other mobile, web, or other services or applications owned, controlled, or offered by American Gift Card Exchange or in conjunction with American Gift Card Exchange partners (collectively the “Service”). By accessing or using the Service, you signify that you have read, understood, and agree to be bound by this Terms of Use Agreement including the incorporated Privacy Policy (the “Agreement” or “Terms of Use”), whether or not you are a registered user of our Service.

THESE TERMS OF USE CONTAIN AN ARBITRATION CLAUSE AND CLASS-ACTION WAIVER, WHICH DETERMINE HOW DISPUTES WITH AMERICAN GIFT CARD EXCHANGE MAY BE RESOLVED. BY USING THE SERVICE YOU ACCEPT THESE TERMS OF USE AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION AND CLASS-ACTION WAIVER BELOW.

We reserve the right to amend this Agreement at any time by notifying you as provided in this Agreement, provided that no notice shall be required or given for non-substantive changes to the Agreement. If we substantively amend this Agreement we will give you notice by email or other notice informing you of such changes to the Terms of Use, and you may reject the changes by terminating your account. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service and terminate your account. This Agreement applies to each visitor, user, and anyone who accesses the Service (“User(s)”).

1. Use of Our Service

American Gift Card Exchange provides a platform for you to buy and sell Gift Cards using our Service in the United States.

Eligibility

This Service is intended solely for Users who are eighteen (18) years of age or older, and any registration, use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. If we become aware that you are using the Service even though you are under 18, we will deactivate your account.

By accessing or using the Services to complete a gift card purchase or sale, you affirm that you are at least eighteen (18) years of age and in the United States. You represent that you are fully able and competent to enter into and comply with the terms and conditions in the Terms of Use. The Service is not directed to children under 18 so if you are under 18 years of age, you are not permitted to access or use the Service. The Service is not available to any Users previously removed from the Service by American Gift Card Exchange.

Service Rules

As a User of the Service, You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots or bots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the American Gift Card Exchange servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that American Gift Card Exchange grants the operators of public search engines revocable permission to use spiders to copy materials from AGiftCardExchange.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting American Gift Card Exchange, its partners, systems, or User(s) any spam, chain letters, offensive material, or other unsolicited email, communication or other data; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity or sharing your Member Account or the Member Account of another User; (x) interfering with the function of the Service or using the Service in a manner that would result in fraud, chargebacks, penalties or complaints related to such behavior; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; or (xiii) making a false claim for a refund under the Purchase Guarantee or other similar policy provided by American Gift Card Exchange.

Suspension and Termination.

American Gift Card Exchange may temporarily or permanently suspend, terminate, or otherwise refuse to permit your access to the Service or a Member Account without notice and liability for any reason, including if, in American Gift Card Exchange’s sole determination, you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

Service Changes

All aspects of the Service are subject to change or elimination at American Gift Card Exchange’s sole discretion. American Gift Card Exchange reserves the right to interrupt the Service with or without prior notice for any reason or no reason. You agree that American Gift Card Exchange will not be liable to you for any interruption of the Service, delay or failure to perform.

You are solely responsible for your interactions with other American Gift Card Exchange Users, if any. We reserve the right, but have no obligation, to monitor disputes between you and other Users. American Gift Card Exchange shall have no liability for your interactions with other Users, or for any User’s action or inaction.

Liability and Recourse

(i) American Gift Card Exchange may suspend or terminate a User’s access or Member Account, and may suspend or terminate any transaction;

(ii) American Gift Card Exchange may delay, withhold, suspend or cancel payments to you, including but not limited to payments made by Gift Card, check, or ACH;

(iii) American Gift Card Exchange may bar or restrict your future use of the Service or registration for a Member Account;

(iv) American Gift Card Exchange may contact banking and credit institutions, Retailers, law enforcement or fraud/loss experts, or other third parties affected by or related to a User, or who may be able to provide relevant information on a User, the Service or an issue related thereto; and

(v) American Gift Card Exchange may take legal action against you.

Support

If you believe in good faith there was an error with your Member Account, a transaction using the Service, a chargeback or replacement fee charged to your payment card, or have another issue to report please contact us . If applicable, please include your transaction number and a detailed description of the issue you are reporting. We do our best to respond to customer inquiries in a timely manner, but during holidays and certain high-volume periods our response may take more time. American Gift Card Exchange appreciates your patience while we investigate and respond to support requests and messages sent to our support team.

3. User Content

Some features of the Service may allow Users to post feedback, comments, questions, and other information (“User Content”). You are solely responsible for User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Service, and you agree American Gift Card Exchange acts as a passive conduit for the online distribution and publication of your User Content. You understand that whether or not such User Content is published, American Gift Card Exchange does not guarantee any confidentiality with respect to any User Content.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal or third party; (ii) may create a risk of any loss or damage to any person or property; (iii) seeks to harm or exploit children or others by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or culturally offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity and privacy. American Gift Card Exchange reserves the right, but is not obligated, to reject and/or remove any User Content that American Gift Card Exchange believes, in its sole discretion, violates these provisions.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

American Gift Card Exchange takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, objectionable, or inappropriate for children, and you agree that American Gift Card Exchange shall not be liable for any damages you allege to incur as a result of such User Content.

4. User Content License Grant

You retain all your ownership rights in your User Content. By posting any User Content on the Service, you expressly grant to American Gift Card Exchange a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, distribute, publicly perform, publicly display, make derivative works of and otherwise fully exploit all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.

The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Service. You understand and agree, however, that American Gift Card Exchange may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted. The above licenses granted by you in User Content for which the Service does not provide you a means to delete or remove are perpetual and irrevocable.

5. End User License Grant

Subject to the terms and conditions of this Agreement, American Gift Card Exchange hereby grants you a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable license to access and use the Service for your personal, noncommercial use only. American Gift Card Exchange reserves all rights not expressly granted herein. This license terminates immediately upon any suspension or other termination by American Gift Card Exchange under Section 1.D., which American Gift Card Exchange may do at any time for any reason or no reason.

6. Our Proprietary Rights

The Service and all materials therein, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and other content (excluding your User Content, the “American Gift Card Exchange Content”), and all Intellectual Property Rights related thereto, are the exclusive property of American Gift Card Exchange and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the American Gift Card Exchange Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and you grant American Gift Card Exchange a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to fully use and exploit the Feedback without any additional compensation or obligation to you, including to disclose the Feedback to anyone. You further acknowledge that, by acceptance of your submission, American Gift Card Exchange does not waive any rights to use similar or related ideas.

7. Third-Party Materials

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by American Gift Card Exchange (“Third Party Materials”). American Gift Card Exchange does not endorse or assume any responsibility for any Third Party Materials, including with respect to any goods or services purchased using any Gift Cards. If you access a third party website from the Service, you do so at your own risk, and you understand that this Agreement and American Gift Card Exchange’s Privacy Policy do not apply to your use of such sites. You expressly relieve American Gift Card Exchange from any and all liability arising from your use of any third-party website, service, advertisement or content.

8. Indemnity

You agree to defend, indemnify and hold harmless American Gift Card Exchange and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any data or content that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code. American Gift Card Exchange shall endeavor to provide notice to you of any such claim, suit or demand. American Gift Card Exchange reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting American Gift Card Exchange’s defense of such matters.

9. No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, AMERICAN GIFT CARD EXCHANGE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AMERICAN GIFT CARD EXCHANGE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR: (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE VALUE OF YOUR TOTAL GIFT CARD TRANSACTIONS VIA THE SERVICE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NONE, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND AMERICAN GIFT CARD EXCHANGE’S REASONABLE CONTROL.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMERICAN GIFT CARD EXCHANGE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION OR DATA STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY; (VIII) LOST OR STOLEN, OR OTHERWISE UN-REDEEMABLE GIFT CARDS; AND/OR A RETAILER’S REFUSAL OR FAILURE TO HONOR A GIFT CARD PURCHASED THROUGH THE SERVICE.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF AMERICAN GIFT CARD EXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Service is controlled and operated from its facilities in the United States. American Gift Card Exchange makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

11. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by American Gift Card Exchange without restriction.

15. General

Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over American Gift Card Exchange, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and American Gift Card Exchange that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California, unless submitted to arbitration as set forth in the following paragraph.
Arbitration. For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than ten thousand U.S. dollars ($10,000), the parties agree to resolve the dispute through binding non-appearance-based arbitration. The party bringing a claim shall initiate the arbitration through Judicial Arbitration and Mediation Services (“JAMS”) according to the arbitration procedures established by JAMS. JAMS and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Waiver of Jury Trial. For claims or disputes where the award sought is equal to or in excess of ten thousand U.S. dollars ($10,000), the parties expressly waive all rights to trial by jury, and further agree to submit to a trial heard by one judge sitting in a court of competent jurisdiction in Santa Clara County, California.
No Class Action. American Gift Card Exchange and the User each agree that any dispute under the Terms of Use or related to the Service in any manner will be brought in the parties’ respective capacities as individuals, and not as a plaintiff or member of a class or purported class, representative proceeding, or association. American Gift Card Exchange and the User each agree that any dispute under the Terms of use or related to the Service in any manner will be heard on an individual basis, and not as a plaintiff or member of a class or purported class, representative proceeding, or association.
Notification Procedures. American Gift Card Exchange may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes (e.g., in the case of any substantive changes to this Agreement), to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by American Gift Card Exchange in our sole discretion. American Gift Card Exchange reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. American Gift Card Exchange is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
Entire Agreement/Severability. This Agreement, together with any amendments and any documents referenced herein, shall constitute the entire agreement between you and American Gift Card Exchange concerning the Service. If any provision of this Agreement is deemed invalid by a court of 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. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind American Gift Card Exchange in any respect whatsoever.
No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and American Gift Card Exchange’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. All waivers and modifications to this Agreement must be in a writing signed by both parties that expressly by its terms modifies or waives a provision of this Agreement.