GIFTCASH.COM TERMS AND CONDITIONS

Updated February 16, 2018

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. By using GiftCash.com (the “Website”), or establishing an account with the website and using the gift card purchase service (the “Service”), you agree to the following terms and conditions (the “Agreement”). The Agreement is a binding legal contract entered into by you and GiftCash Inc. (“GiftCash”). Both you and GiftCash may be referred to herein individually as a “Party”, and collectively as the “Parties”.

1.
DESCRIPTION OF THE SERVICE.
1.1

Description. GiftCash buys third-party gift cards (the “Gift Cards”) from you at the rates quoted on the Website. The Service is only available for Canadian dollar denominated Gift Cards issued by certain merchants, and we may change the list at any time at our sole discretion. The rates at which GiftCash will pay for your Gift Card are set to be competitive and may change from time to time at GiftCash’s sole discretion. The rate for your Gift Card will be set at the time you submit its details for evaluation on the Website. By accepting the rate and submitting your Gift Card to GiftCash you are initiating the sale of your Gift Card to GiftCash, and hereby agree to complete the sale transaction per the terms herein.

1.2

Electronic Submission of Gift Cards. Certain transactions require that you provide the details of your Gift Card to us electronically. It is your responsibility to ensure that the details of any such Gift Card are entered accurately. GiftCash assumes no risk or liability for any incorrectly entered Gift Card information.

1.3

Mailing in Gift Cards. Certain transactions require you to mail us your Gift Card. It is your responsibility to ensure successfully mail delivery of your Gift Card to GiftCash at the address provided as part of the transaction. GiftCash assumes no risk or liability for any Gift Card lost or delayed while in-transit.

1.4

Right of Refusal. In order to ensure the integrity of the Service, we reserve the right in our sole discretion to decline to accept a Gift Card at any time, for any or no reason. If the Gift Card is provided to us electronically, we will do nothing. If the Gift Card was mailed to us, we will return it using regular mail service and no shipping and handling fees will be charged and/or reimbursed. GiftCash accepts no liability for any lost value associated with returned Gift Cards that are lost in return transit to you. The sending of a Gift Card to GiftCash by you in no way obligates us to accept ownership of or to otherwise purchase such Gift Card.

1.5

Verification of Gift Cards. Upon physical receipt of your Gift Card, GiftCash will confirm such Gift Card matches details submitted by you via the Website, including but not limited to, underlying merchant, card condition, exclusion of any usage restrictions, and current redeemable value. GiftCash may require the provision of photo identification and/or additional purchase and sale information regarding any Gift Card in order to complete the verification process.

1.6

Acceptance of Gift Cards. Upon GiftCash’s successful verification of the Gift Card, GiftCash will, at its sole discretion: a.) accept ownership of the Gift Card; or b.) first attempt to redeem the full stated value of the Gift Card; accepting ownership of the Gift Card if such redemption is successful. Upon GiftCash’s accepting ownership of the Gift Card, the quoted fees due from GiftCash to you in exchange for the Gift Card will accrue.

1.7

Gift Card Discrepancies. If GiftCash is unable to redeem the stated value of such Gift Card, or if the Gift Card does not match exactly what was indicated by you on the Website at the time you submitted its details and received a rate quote, GiftCash may, at its sole discretion: 1.) redeem any amount on said Gift Card up to the total amount available, and pay you for the amount redeemed at the publically available rate set by GiftCash at that time, at which point ownership in the Gift Card is transferred to GiftCash; or 2.) return the card to you – GiftCash will not redeem any amount on said Gift Card, and no money shall be due to you; the Gift Card will be returned to you within seven (7) business days using Canada Post regular mail service upon your remittance of a $15 transaction cancellation fee.

1.8

Locked, Stolen, and Fraudulent Gift Cards. The sale of stolen property or the perpetration of fraud, including Gift Cards acquired through the use of stolen property, is strictly forbidden and violates the law. GiftCash actively supports law enforcement efforts, and underlying merchants affiliated with such Gift Cards, to identify and recover any stolen property that is sold, or attempted to be sold, using the Service.

In the event that you mail us a Gift Card where such Gift card is reported to be flagged, locked or reduced to zero balance by the gift card issuer due to suspected fraudulent activity, the following will occur:

1.1.1

any payment(s) to you will automatically be cancelled and/or reversed without notice;

1.1.2

all Gift Card(s) sent by you will automatically be flagged and held for investigation. You will not have the option to request a return of such Gift Card(s), with no payment or other consideration whatsoever, until all such Gift Card(s) are cleared by the underlying issuer as not being suspected of fraudulent activity, however so defined by such issuer; and

1.1.3

GiftCash may elect to, in its sole discretion, work with underlying gift card issuers, processors, and any other gift card service providers, as well as appropriate law enforcement services, to thwart any activities involving stolen, fraudulent, or other illegal uses or cards and will report to law enforcement any suspected criminal activity perpetrated on or through the Service. This includes, but is not limited to, providing your full name, address, phone number, email address, or credit card number(s) to any investigative departments or services.

IMPORTANT: DO NOT ATTEMPT TO EXCHANGE A GIFT CARD OBTAINED THROUGH THIRD PARTY SITES SUCH AS EBAY, CRAIGSLIST OR KIJIJI. A HIGH NUMBER OF GIFT CARDS OFFERED THROUGH SUCH CHANNELS ARE OBTAINED THROUGH FRAUDULENT MEANS AND YOU WILL BE HELD FULLY RESPONSIBLE FOR ATTEMPTING TO EXCHANGE SUCH GOODS.

2.
YOUR USE OF THE SERVICE.
2.1

Canadian Residents; No Use by Minors. The Website and Services are available only to individuals residing in Canada who can form legally binding contracts under applicable law. GiftCash’s Services are not available to persons under the age of majority in their jurisdiction, and in no case to persons under the age of 18. If you are under such age, you can use this service only in conjunction with, and under the supervision of your parents or guardians.

2.2

Account Credentials. You shall use no less than reasonable efforts to maintain the security of your Service credentials. You agree not to transfer your account to any third-party. You shall be solely responsible for use of your credentials and/or your account by any third-party. You must notify GiftCash upon becoming aware of any breach or suspected breach of the security of your account.

2.3

Appropriate Conduct. You agree not to use the Services for any illegal or unauthorized purpose. You further warrant and agree that your use of the Website and Services does not violate any relevant laws, regulations, legislation, or other applicable rules of any applicable authority. You agree not to (attempt to) modify, adapt, or hack the Website. You agree not to engage in any activities that would create a false association with the Website. You agree not to solicit, harass, or impersonate other Website members.

2.4

Sole Responsibility. You are solely responsible for any data, text, information, graphics, photos, profiles, audio clips, video clips, links, or other content that you submit, post, display, or otherwise make available on the Website.

2.5

Third Party Services. You acknowledge and agree that links that you come across via the Website and Services may point to content outside of GiftCash’s control. GiftCash shall have no liability whatsoever for any such content, or any third-party fees you may incur by accessing such content.

2.6

Consent to E-mail. By providing GiftCash your e-mail address, you consent to our using the e-mail address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail.

2.7

Promotions. From time and time, GiftCash may offer individuals special offers or promotions (“New Account Promotions”) to create an account. Such New Account Promotions may contain usage restrictions and limitations that will be indicated with such promotion. Failure to comply with such restrictions will result in the reversal or cancellation of any offered incentive without notice, and may also result in the levy of an additional administrative or related fee as indicated.

2.8

Taxes. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your use of the Service.

2.9

Other Use Restrictions. You agree that you will use the Services for your own personal, non-commercial use only.

3.
WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY.
3.1

Warranty Disclaimer. The Website and Services are provided to you without warranty of any kind, whether express or implied. GIFTCASH SPECIFICALLY EXCLUDES AND DISCLAIMS WARRANTIES OF TITLE, THE WARRANTY OF MERCHANTABILITY, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

3.2

Damages Limitation. IN NO EVENT SHALL GIFTCASH BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR ANY OTHER THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUES, LOST SAVINGS, COSTS OF CAPITAL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DOWNTIME COSTS, LOSS OR IMPAIRMENT OF DATA AND OTHER BUSINESS LOSS. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER GiftCash KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.

3.3

Limitation of Liability. IN NO EVENT SHALL THE TOTAL LIABILITY OF GIFTCASH ON WHATEVER BASIS, EXCEED $1.

3.4

Risk Allocation. The provisions herein allocate risks of loss or failure between you and GiftCash. The provisions contained in this Agreement reflect this allocation of risk and the disclaimer and limitations of liability contained herein.

4.
PAYMENT.
4.1

Payment.

Digital payments will be delivered electronically to the email address provided by you. It is your responsibility to ensure the provided email address is secure and able to receive digital payments and/or notifications from GiftCash.

Any payment that requires mailing, such as a cheque, will be delivered via Canada Post standard mail to the address as provided within your account details. Please allow up to 15 business days to receive your payment in the mail, though it is typically received sooner. If a mailed payment is not received within 20 business days, please contact support@giftcash.com for reissuance to exactly the same address as provided when the transaction was originally submitted, with no additional cost. Cancellation and reissue of any payment due to an incorrect or incomplete address provided by you at the time the quote was provided will be subject to a $25 fee (“Cheque Stop Payment Fee” or “Gift Card Re-Issuance Fee”) which will be deducted from the quoted amount when re-issued.

If GiftCash receives and is able to verify a claim, or otherwise discovers, that a Gift Card you have sold to GiftCash has subsequently been used by you or an affiliated party, GiftCash reserves the right to charge you a replacement fee equal to the original value of the Gift Card, plus an additional $25 replacement fee (“Replacement Fee”). You authorize GiftCash to charge the credit card or PayPal authorization provided as part of the Seller verification process.

5.
REPRESENTATIONS AND WARRANTIES BY YOU.
5.1

Validity of Submitted Gift Cards. You hereby represent and warrant and continue to represent and warrant, in connection with any Gift Card you sell through or on the Service, the following: i) the Gift Card is valid; ii) the Gift Card is redeemable for the amount of credit that you state through the Service; iii) that you have not in any way retained a way to redeem the Gift Card after exchanging the card; iv) the Gift Card and any interest therein is fully transferable to GiftCash in the manner contemplated by this Agreement; v) you are the sole lawful owner of the Gift Card and all interests thereto; vi) you did not purchase the gift card from an unknown individual or entity (i.e. by using Craigslist, Kijiji, or similar unverifiable platform); vii) the Gift Card is not subject to any liens, obligations, or encumbrances of a third party; and viii) you shall comply with all other requirements to complete the Gift Card transaction, including, without limitation shipping instructions, required by the Service.

Once GiftCash accepts your Gift Card per Section 1.5 above, you agree to transfer ownership, and hereby do transfer ownership, of the Gift Card and any interest therein to GiftCash. You agree that no portion of the Gift Card and any interest therein will be redeemed at any point subsequent to the transaction.

6.
RIGHTS OF GIFTCASH.
6.1

Changes to the Service. GiftCash may, at its sole discretion, change or remove some or all of Service and Website at any time. GiftCash reserves the right to interrupt the Service with or without prior notice for any reason or no reason. You agree that GiftCash will not be liable to you for any interruption of the Service, delay or failure to perform.

6.2

Change to the Agreement. GiftCash reserves the right to amend this Agreement at any time. If amendments constitute a material change to the Agreement, to be determined at the sole discretion of GiftCash, GiftCash will notify you via e-mail or via a conspicuous notice on the Website.

6.3

Refusal of Service. GiftCash reserves the right to refuse service to anyone for any reason at any time. GiftCash may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability for any reason, including if in GiftCash’s sole determination you violate any provision of this Agreement, or for no reason.

6.4

Trademarks. All GiftCash graphics, logos, designs, page headers, button icons, scripts, and service names are registered or unregistered trademarks or service marks of GiftCash. GiftCash reserves all rights in said trademarks and service marks and no rights therein are granted or transferred hereunder. You shall not use any of GiftCash’s trademarks or service marks, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion.

7.
ADDITIONAL TERMS AND GUIDELINES.
7.1

Prohibited, Questionable and Infringing Usage; Restricted Activities. Your activities on the Website shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of illegal, counterfeit, stolen items or items which violate the Agreement or any other terms of use or policies in any way; (c) infringe upon any third party's rights; (d) violate any law, statute, ordinance or regulation; (e) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (f) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.

7.2

Access and Interference. GiftCash may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access GiftCash for any purpose without our prior express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content from the Website without the prior expressed written permission of GiftCash and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website; or (iv) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to GiftCash.

8.
INDEMNIFICATION.
8.1

Indemnity. YOU AGREE TO INDEMNIFY AND HOLD GIFTCASH AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD-PARTY.

“Affiliate” means, with respect to any entity, any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract, or otherwise.

9.
TERM AND TERMINATION.
9.1

Term of Agreement. This Agreement shall be effective from the moment you first access the Service until your use of the Service has completely ceased.

9.2

Termination of the Agreement. You may terminate this Agreement by deleting your account, ceasing all use of the Website and Services, and remitting any balances due.

9.3

Survival Provisions. Termination of the Agreement shall not relieve either Party from its continuing obligation to protect the confidential information and the proprietary rights of the other Party. In addition, the rights and obligations of the Parties under Sections 1, 2, 3, 5, 6, 7, 8, 9, and 10 shall survive the expiration or termination of this Agreement.

10.
GENERAL.
10.1

Relationship Between Parties. Neither Party shall be deemed to be an employee, agent or partner of the other in connection with this Agreement. Neither Party shall have any right or authority to assume or create any obligation or responsibility, either express or implied, on behalf of the other Party. The Parties shall be and remain independent contractors with respect to this Agreement.

10.2

Governing Law. This Agreement shall in all respects be interpreted, construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties specifically exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods, if otherwise applicable.

10.3

Venue and Jurisdiction Provisions. In the event of any litigation between the Parties, the Parties agree that the sole and exclusive venue and jurisdiction for any such action shall be in the courts of competent jurisdiction located in Dundas. The Parties agree that the above referenced courts shall have personal and exclusive jurisdiction over the Parties for any dispute arising out of this Agreement that is not covered by the arbitration provisions set forth herein.

10.4

Severability. In the event that any one or more of the provisions of this Agreement is for any reason held to be illegal or unenforceable in any respect, such illegality or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect.

10.5

Force Majeure. Neither Party will be liable for any failure to perform due to unforeseen circumstances or causes beyond such Party’s reasonable control, including, without limitation, acts of God, war, riot, acts of civil or military authorities, delay in delivery by vendors, fire, flood, accident, strikes, inability to secure communication or transportation facilities or labor or materials. In the event of a force majeure event, such Party’s time for delivery or other performance will be extended for a period equal to the duration of the delay caused thereby.

10.6

Entire Agreement. This Agreement is the entire agreement between the Parties and supersedes all proposals, all prior agreements, commitments, oral or written, and all negotiations, conversations or discussions between the Parties relating to this Agreement.

10.7

Modifications. Except as otherwise allowed per the terms of this Agreement, this Agreement may be modified only by a writing signed by each Party.

10.8

Headings. Headings included in this Agreement are for convenience only and are not to be used to interpret the provisions of the Agreement between the Parties.

10.9

Assignment. You may not assign or delegate the rights and obligations of this Agreement without the prior express written permission of GiftCash. GiftCash may unilaterally assign or delegate the rights and obligations of this Agreement at its sole discretion. The terms of this Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.

10.10

Waiver. The failure of either Party to enforce at any time any of the provisions hereof shall not be construed to be a waiver of the right of such Party thereafter to enforce any such provisions.

10.11

Benefit. This Agreement is made for the benefit of each of the Parties and not for the benefit of any other persons.

10.12

Attorneys’ Fees. In any litigation or arbitration between the Parties, the prevailing Party shall be entitled to reasonable attorney fees and all costs incurred in connection with such proceedings.

10.13

No Presumption. There shall be no presumption applied against any Party on the ground that such Party was responsible for preparing this Agreement or any part of it.

10.14

Conflict With Terms of Service or Other Policies. Should any conflict arise between this Agreement or any other policy documents, this Agreement shall prevail.

10.15

Compliance With Laws. You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Service.

10.16

Dispute Resolution. In the event a dispute arises between you and GiftCash, please email GiftCash at support@giftcash.com and we will work quickly towards a solution.