THESE BALANCE TERMS ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 6 BELOW.

In addition to and without limiting the rights and obligations set forth in Prizeout’s Terms of Use (“Terms of Use”) and Prizeout’s Privacy Policy (collectively, the “Agreement”), these Prizeout Balance Terms (“Prizeout Balance Terms”) are between Prizeout Corp. (“Prizeout”, “us”, “we”) and the recipient or redeemer of Prizeout Balance (defined below) (“you”). These Prizeout Balance Terms govern your receipt and redemption of funds you can use on Prizeout (for instance, for the purchase of Merchant Gift Cards) (“Prizeout Balance”). These Prizeout Balance Terms constitute a legal agreement between you and Prizeout. All capitalized terms not defined in these Prizeout Balance Terms shall have the meanings given in the Terms of Use. In the event of any conflict or inconsistency between these Prizeout Balance Terms and the Agreement, these Prizeout Balance Terms shall prevail.

1. ACCESSING AND USING THE SERVICES

   All Prizeout Balance redemptions are subject to Section 3 (“Limitations”) below.

   Prizeout Balance cannot be reloaded, resold, transferred for value, used for payment outside of the Prizeout Services, used for unauthorized advertising, marketing, sweepstakes, promotional or commercial purposes, redeemed for more than face value plus any specified bonus amounts or discounts, returned for cash, or redeemed for cash, except to the extent required by applicable law.

   Prizeout Balance may only be redeemed via the Services toward the purchase of eligible Merchant Gift Cards and are not redeemable in any locations where Prizeout is not available.

   To redeem Prizeout Balance, recipient must accept the Prizeout Balance and navigate to the Prizeout Services. Prizeout Balance may only be redeemed for Merchant Gift Cards in the same currency that the Prizeout Balance was arranged. Upon your redemption of Prizeout Balance, Prizeout will email you a Merchant Gift Card code that they can use to obtain the Merchant Gift Card.

   Except to the extent required by applicable law, Prizeout Balance is not redeemable for cash. You will not receive interest or other earnings on Prizeout Balance. Resale of Prizeout Balance is prohibited. Prizeout will not assess a service fee or dormancy fee with respect to Prizeout Balance, Prizeout will not expire your Prizeout Balance. However, the applicable Partner with whom Prizeout has partnered in order to offer you the Prizeout Services may determine that Your Prizeout Balance is subject to expiration, in which case the terms of any such expiration will be disclosed to you by such Partner. Merchant Gift Card codes and Merchant Gift Cards obtained upon redemption of Prizeout Balance are subject to Section 2 (“Merchant Gift Cards”) below.

   You acknowledge that we may suspend or prohibit use of Prizeout Balance if the Prizeout Balance code has been reported lost or stolen, or if we believe the Prizeout Balance is being used suspiciously, fraudulently, or in an otherwise unauthorized manner. If the Prizeout Balance code stops working, your only remedy is for us to issue you a replacement Prizeout Balance code. By receiving or obtaining Prizeout Balance, you represent and warrant to Prizeout that your use of the Prizeout Balance will comply with these Prizeout Balance Terms, our Terms of Use, and all applicable laws, rules and regulations, and the Prizeout Balance will not be used in any manner that is misleading, deceptive, unfair or otherwise harmful to consumers.

2. MERCHANT GIFT CARDS

   You acknowledge and agree that the applicable third party, not Prizeout, is the issuer of the Merchant Cards and is solely responsible for honoring the Merchant Gift Cards and that Prizeout acts only as a seller of the Merchant Gift Cards. Merchant Gift Cards, and the use thereof, are governed by the applicable terms and conditions. Please consult the Merchant Gift Card for additional information, including information regarding how to obtain a copy of the Merchant Gift Card’s terms and conditions from the applicable merchant.

   We reserve the right to correct any errors, inaccuracies or omissions (including after a Merchant Gift Card order has been submitted) and to change or update information at any time without prior notice. You acknowledge that Prizeout does not make any warranties with respect to the Merchant Gift Card balance and is not responsible for any unauthorized access to, or alteration, theft, or destruction of a Merchant Gift Card code that results from any action by you or a third party. You also acknowledge that we may suspend or prohibit use of the Merchant Gift Card if the Merchant Gift Card code has been reported lost or stolen, or if we believe the Merchant Gift Card balance is being used suspiciously, fraudulently, or in an otherwise unauthorized manner. If the Merchant Gift Card code stops working, your only remedy is for us to issue you a replacement Merchant Gift Card code. By redeeming Prizeout Balance for a Merchant Gift Card, you represent and warrant to Prizeout that your use of the Merchant Gift Card will comply with these Prizeout Balance Terms, our Terms of Use, and all applicable laws, rules and regulations, and the Merchant Gift Card will not be used in any manner that is misleading, deceptive, unfair or otherwise harmful to consumers. Merchant Gift Cards cannot be used to purchase other gift cards, reloaded, resold, used for unauthorized marketing, sweepstakes, advertising, or other promotional purposes, redeemed for more than face value plus any specified bonus amounts, transferred for value, redeemed for cash, or returned for a cash refund (except to the extent required by law). Merchant Gift Cards do not expire, and Prizeout will not assess a service fee or dormancy fee with respect to a Merchant Gift Card. We reserve, on behalf of the applicable users, persons, or entities, the right to make a change to or refuse any Merchant Gift Card redemption. In the event that we make a change to or cancel an order, we will attempt to notify you by contacting you at the email address provided. All issuances of Merchant Gift Cards are final, and are not eligible for return, refund or exchange.

3. LIMITATIONS

   Prizeout places limits on the aggregate amount and value of Prizeout Balance and other funds you may redeem or spend in any one given day and in any one given transaction. Currently, you may not redeem more than $10,000 worth of combined Prizeout Balance and other funds in any one day and you may not redeem more than $2,000 worth of Prizeout Balance in any one transaction. Prizeout may update these limits from time to time in its sole discretion. Additional limitations may apply.

4. RISK OF LOSS

   We are not responsible if any Prizeout Balance is lost, stolen, destroyed or used without your permission. We are not responsible for any loss if recipient provides any incorrect contact information. We are not responsible if the recipient shares, sends on, forwards, or further transfers the Prizeout Balance or Gift Card (or codes thereto) to a third party and the Prizeout Balance or Gift Card is redeemed or used by someone other than the recipient.

5. LIMITATION OF LIABILITY

   IN ADDITION TO THE “DISCLAIMERS AND LIMITATION OF LIABILITY” SECTION IN THE TERMS OF USE, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRIZEOUT BALANCE, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT PRIZEOUT BALANCE IS NON-FUNCTIONAL, YOUR SOLE REMEDY, AND OUR SOLE LIABILITY, WILL BE THE REPLACEMENT OF SUCH PRIZEOUT BALANCE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

6. DISPUTES

   Any dispute or claim relating in any way to Prizeout Balance or these Prizeout Balance Terms will be resolved in accordance with the “ARBITRATION AND CLASS ACTION WAIVER” section set forth in the Prizeout Terms of Use.

7. GENERAL TERMS

   You agree that our Third Party Service Providers may rely upon any provisions in these Prizeout Balance Terms relating to intellectual property, disclaimer of warranties, limitation of liability, and indemnification, and that the Third Party Service Providers are, for purposes of such provisions, third party beneficiaries of these Prizeout Balance Terms, with the power to enforce such provisions as applicable.

   When you receive or redeem Prizeout Balance, you agree that the laws of the State of New York, without regard to principles of conflict of laws, will govern these Prizeout Balance Terms. We reserve the right to require additional verification of your identity, Prizeout Balance, or account ownership, or provision of an additional payment instrument, before you are able to claim or use Prizeout Balance.

   We may modify these Prizeout Balance Terms from time to time in which case we will update the “Last Revised” date at the top of these Prizeout Balance Terms. You waive any right you may have to receive specific notice of such changes or modifications, except as required by law. However, it is your sole responsibility to review these Prizeout Balance Terms and our other terms and policies from time to time to view any changes. The updated Prizeout Balance Terms will be effective as of the time of posting, or such later date as may be specified in the updated Prizeout Balance Terms. Your redemption or use of any Prizeout Balance, or continued access or use of the Services after the modifications have become effective constitutes your acceptance of the modified Prizeout Balance Terms.

   If any term of these Prizeout Balance Terms is deemed to be invalid, void or for any reason unenforceable, such term shall be deemed severable and will not affect the validity and enforceability of any remaining terms of these Prizeout Balance Terms. All terms and conditions are applicable to the extent permitted by law.