Terms of Use

Last Revised: January 15, 2021
  1. Applicability

    These Terms of Use ("Terms") apply to all websites that are owned, operated, and maintained by or for Prizeout Corp. ("Prizeout", "we", or "our") and upon which these Terms of Use are linked, including www.prizeout.com ("Site") as well as to your use of our Services (as defined in Section 2, below). Prizeout is a Delaware corporation with a principal office at

    33 West 17th Street, Floor 8
    New York, NY 10011

  2. General Provisions

    Prizeout operates a platform that matches merchants seeking to advertise their products and services ("Merchants") with businesses that desire to feature gift cards from Merchants as a method of awarding prizes to their customers ("Partners") (the platform and associated operations, including gift card fulfillment, referred to collectively herein as "Services").

    THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY AND ANY SUPPLEMENTAL TERMS, CONDITIONS, OR RULES POSTED TO THE SITE OR OTHERWISE MADE AVAILABLE IN CONNECTION WITH THE SERVICES (COLLECTIVELY, "TERMS") SET FORTH THE LEGALLY BINDING TERMS GOVERNING YOUR USE OF THE SITE AND SERVICES. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS. IF YOU DO NOT AGREE TO ALL OF THE TERMS, CONDITIONS, AND RESTRICTIONS SET FORTH IN THESE TERMS, PRIZEOUT DOES NOT GRANT YOU THE RIGHT TO USE THE SERVICE. IF YOU ARE A MERCHANT OR PARTNER AND HAVE ENTERED INTO A SEPARATE AGREEMENT WITH US, THESE TERMS APPLY TO YOUR USE OF THE SITE AND SERVICES; PROVIDED, THAT, TO THE EXTENT OF ANY DIRECTLY CONFLICTING TERMS, YOUR MERCHANT OR PARTNER AGREEMENT WILL TAKE PRECEDENCE OVER ANY CONTRADICTORY PROVISIONS OF THESE TERMS.

    By entering the Site or using our Services, you acknowledge and agree to all terms, conditions, and rules stated in these Terms. You are not permitted to use the Site or our Services if you do not agree to be legally bound by these Terms. Please read these Terms carefully.

  3. Content

    The Site provides you with information about our Services. All of this information and any other information we provide to you through the Site is referred to herein as "Content". Although we and all parties involved in creating, producing, or delivering Content make all reasonable efforts to ensure that it is correct and up-to-date, we cannot guarantee 100% accuracy. WE THEREFORE DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES REGARDING SECURITY, CURRENCY, CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS, OR CONTINUED AVAILABILITY WITH RESPECT TO THE SITE, SERVICES, AND CONTENT. To the extent any jurisdiction does not allow the exclusion of certain warranties, some of the above exclusions do not apply.

  4. Gift Card Fulfillment

    We may fulfill, on behalf of the applicable Merchant and/or Partner, a gift card that you order as a prize redemption from a Partner. In the event that you order a gift card which requires a currency conversion, we will display the conversion rate and lock in that conversion rate for the transaction. We reserve, on behalf of the applicable Merchant and/or Partner, the right to make a change to or refuse any gift card order. In the event we make a change to or cancel an order, we will attempt to notify you by contacting you at the email address, phone number, and/or mailing address you provided to the applicable Partner. Use of your gift card will be governed by the terms and conditions applicable to your gift card. Please consult your gift card for additional information, including information regarding how to obtain a copy of the gift card's terms and conditions from the applicable Merchant.

  5. Password and Account Security

    Depending on our relationship with you (e.g., Merchant, Partner), you may create your own account on the Site by completing the registration process. In doing so, you must provide us with accurate and complete registration information and update us if this information changes.

    If you create an account, we will assign you, or allow you to select, a password. You must keep your password confidential, and you may not permit any other person to use your password or your account for any purpose. You will be responsible for all use of your password, including, without limitation, any use by any authorized or unauthorized third party. You must notify us immediately if you believe your password may have been used by any unauthorized person or entity. For security purposes, we recommend you change your password often. Under no circumstance should you respond to a request for your password. You must notify us immediately if you receive such a request. We reserve the right to suspend or terminate your use of the Site if we believe that your password is being used without permission or otherwise in a manner that may disrupt the Site.

  6. Intellectual Property

    All images, text, sound, photos, custom graphics, button icons, the collection and compilation and assembly thereof, and the overall "look and feel" and distinctiveness of the Site and Services constitute trade dress and are either the property of us or used on this Site or in connection with the Services with permission. The absence on the Site of a product- or Service-related name or logo does not constitute a waiver of our trademark or other intellectual property rights relating to such name or logo. All other product and service names, company names, marks, logos, and symbols appearing on the Site are the trademarks and the property of their respective owners.

    You acknowledge and agree that information, and services available on the Site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws and are owned or licensed by us. Except as expressly authorized by us, either in these Terms or elsewhere, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from the Site, Services or Content. Without waiving any of the foregoing rights, you may print or download information from the Site or Services for your own personal, non-commercial home use, provided that you keep intact all copyright and other proprietary notices. Systematic retrieval of information from the Site or Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us is prohibited.

    Subject to these Terms, Prizeout grants you a non-exclusive, non-transferable, revocable license to use the Site solely in order to access the Services provided. This license will govern any upgrades or modifications to the Services, unless such upgrade is accompanied by a separate or modified license, in which case the terms of that license will govern. We reserve the right to terminate such license at any time and for any or no reason.

  7. Digital Millennium Copyright Act Notice

    If you believe that any material on the Site infringes your copyright rights, please contact our designated agent for Digital Millennium Copyright Act notices at:

    Prizeout Corp.
    33 West 17th Street, Floor 8
    New York, NY 10011
    [email protected]
    (866) 262-8122

    In your notice, please include:

    • You physical or electronic signature;

    • Identification of the material that you claim to be infringing, and where the material is located on the Site;

    • Your address, telephone number, and email address;

    • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you or the law; and

    • A statement, under penalty of perjury, that the information in your notice is accurate.

  8. Submissions

    The Site may let you submit material to us or to third parties: for example, you may be able to upload a photo, send us messages, or post a review about our services. In these Terms, we use "Submissions" to refer to any material of any kind that you submit to us or third parties through the Site, including text, files, images, photos, video, sounds and musical or literary works.

    We are not responsible for the content of Submissions provided by you or any other user. We do not endorse any opinion contained in such material. We make no warranties or representations, express or implied, about Submissions, including as to their legality or accuracy.

    We reserve the right, in our sole discretion, to refuse, remove, or edit any of your Submissions, or to restrict, suspend, or terminate your access to all or any part of the Site or the Services, and we may do this with or without giving you any prior notice.

    We may link Submissions or parts of Submissions to other material, including material submitted by other users or created by us or third parties. We may use Submissions for our internal business purposes, for example, to examine trends or categories or to promote, market, or advertise our products. You acknowledge that we may commercially benefit from use of your Submissions.

    Each time you make a Submission, you represent and warrant as follows:

    1. You own your Submission or have the right to submit it, and in submitting it you will not be infringing any rights of any third party, including intellectual property rights (such as copyright or trademark), privacy or publicity rights, rights of confidentiality, or rights under contract.

    2. Your Submission is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give rise to civil liability, violate any law, or is otherwise deemed inappropriate.

    3. Your Submission does not advertise any product or service or solicit any business.

    4. Your Submission does not identify any individual (including by way of name, address, picture, or video) under the age of 18 and if your Submission identifies any individual over the age of 18, you have that person’s consent to being identified in exactly that way in your Submission.

    5. You are not impersonating any other person.

    6. You will not collect usernames and/or email addresses of others for the purpose of sending unsolicited email.

    7. You will not engage in criminal or tortious activity, including fraud, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or attempt to impersonate another user or person.

    8. You will not engage in any automated use of the system, such as using scripts to alter our Content.

    9. You will not, without authorization, access, tamper with, or use non-public areas of the Site or the Services, our computer systems, or the technical delivery systems of our service providers.

    10. Except as necessary to maintain your own computer security by use of commercial-off-the-shelf anti-virus or anti-malware products, you will not attempt to probe, scan, or test the vulnerability of the Site or the Services or any other component of our system or network or breach any security or authentication measures.

    We are entitled to identify you to third parties who claim that their rights have been infringed by your Submission.

    Submissions are not considered to be confidential. You agree not to make any Submission in which you have any expectation of privacy. We do not claim any ownership rights in Submissions; however, by making a Submission you hereby grant us an irrevocable, perpetual, fully sub-licensable, non-exclusive, royalty-free, worldwide license to use, telecast, copy, perform, display, edit, distribute, reproduce, modify, adapt, and otherwise exploit the Submission, or any portion thereof, and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submission, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify us and our Affiliates (as defined below) for all claims arising from or in connection with any claims to any rights in your Submission or any damages arising from your Submission.

  9. Disclaimers and Limitation of Liability

    YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES, MERCHANTS, PARTNERS, DISTRIBUTORS, SERVICE PROVIDERS, VENDORS, AND LICENSEES, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, MANAGERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARENTS, SUBSIDIARIES, CORPORATE AFFILIATES, AGENTS, AND LICENSORS (REFERRED TO COLLECTIVELY AS "AFFILIATES") DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND SERVICES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT).

    IN PARTICULAR, WE AND OUR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE AVAILABILITY, QUANTITY, ACCURACY, OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE AND SERVICES OR THE CONTENT OF ANY WEBSITES OR RESOURCES LINKED TO THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE/SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE/SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE/SERVICES; OR (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SITE/SERVICES.

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR OUR AFFILIATES WILL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO USE OF THE SITE OR SERVICES.

    Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such law.

  10. Indemnity

    You agree to defend, indemnify, and hold us, our Affiliates, third-party service providers, employees, contractors, agents, officers, and directors harmless from any and all liabilities, claims, demands, suits, investigations, losses, judgments, costs, and expenses (including reasonable attorneys' fees and costs) that arise out of or are related to your violation or alleged violation of these Terms or use of the Site.

  11. Dispute Resolution

    These Terms will be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of laws principles. Any controversy, claim or dispute arising out of or related to these Terms, the Site, or the Services including, but not limited to, alleged violations of state or federal statutory or common law rights or duties (a "DISPUTE") shall be solely and exclusively resolved according to the procedures set forth in this paragraph. The parties agree that any Dispute shall be resolved by binding, confidential arbitration in New York, New York, by a single arbitrator from Judicial Arbitration & Mediation Services, Inc. ("JAMS"), who must be a retired judge, having served on any federal court located in New York, or the New York superior court, or a higher court of the state of New York. The demand for arbitration shall be made within a reasonable time after the Dispute has arisen, but in no event shall it be made more than one year from when the aggrieved party knew or should have known of the controversy, claim, or facts forming the basis of the Dispute. The rules and procedures for JAMS, including JAMS’ Emergency Relief Procedures, shall govern the proceedings, including the selection of the arbitrator. The parties each hereby waive any claim that New York, New York, is an inconvenient forum, or that either personal or subject matter jurisdiction is lacking in New York, New York. Without limiting the generality of the foregoing, the parties each agree that all questions as to whether or not an issue constitutes a dispute subject to arbitration under this section shall be resolved by arbitration in accordance with this section. The arbitrator shall have the power to impose any sanction against any party permitted by New York law. The filing and prosecution by any party in any court of an action alleging any Arbitrable Dispute is a breach of this Agreement, and the non-breaching party shall be entitled to recover damages for such breach through an arbitration pursuant to this section. The occurrence of such arbitration proceedings and the arbitration proceedings themselves shall be maintained as confidential and shall be treated as Confidential Information of each of the parties. The arbitrator shall render a single written decision setting forth an award and stating with reasonable detail the reasons for the decision reached. Any award issued as a result of such arbitration shall be final and binding, and a judgment rendered thereon may be entered in any court having jurisdiction thereof; provided, however, that to the extent possible, the parties will keep the specifics and pleadings related to the arbitration confidential and will request that any court action relating to entry of judgment on the arbitration award shall be conducted under seal. The arbitrator shall not have the power to award punitive damages against any party. To the fullest extent permitted by applicable law, arbitration costs and fees shall be paid by the non-prevailing party. To the fullest extent permitted by applicable law, attorneys’ fees shall be borne by each party independently and no party shall be liable for the attorneys’ fees of the other party. No Disputes may be arbitrated on a class or representative basis and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY AGREEING TO THESE TERMS, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO JOIN CLAIMS OR DISPUTES WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION, CLASS ARBITRATION, OR SIMILAR PROCEDURAL DEVICE; WAIVES ANY RIGHT IT MAY HAVE TO PRESENT ITS CLAIM OR DISPUTE IN A COURT OF LAW; AND WAIVES ANY RIGHT TO BRING A DISPUTE MORE THAN ONE YEAR FROM WHEN IT KNEW OR SHOULD HAVE KNOWN OF THE CONTROVERSY, CLAIM, OR FACTS FORMING THE BASIS OF THE DISPUTE.

  12. Privacy and Security

    Our Privacy Policy is incorporated into these Terms. You acknowledge that the requesting URLs of the machine originating the request and the time of the request may be logged for access statistics and security purposes and agree that your use of this Site constitutes consent to such monitoring. We maintain exclusive control of access and right of access to this Site. You understand and agree that we reserve the right to revoke your access at any time without notice or cause of action for any reason whatsoever.

  13. Links

    This Site may contain links to sites or be accessed by links from sites that are owned and operated by independent third parties to which these Terms do not apply. We provide links as a convenience and the inclusion of the link does not imply that we endorse or accept any responsibility for the content on those sites. We are not responsible for content including but not limited to claims, representations, warranties, offers, illustrations, names or endorsements on any other sites. Further, we are not directly or indirectly implying any approval, association, sponsorship, endorsement, or affiliation with the linked site, unless specifically stated therein. Your linking to any other off-site pages or other sites is at your own risk. We recommend that you review any terms of use statement and privacy policy before using any other linked site, including social media sites.

  14. Notice to California Residents

    Under California Civil Code Section 1789.3, California residents are entitled to the following information: The provider of the Site is Prizeout Corp. To file a complaint regarding the Site or to receive further information about the Site, please contact us at the contact information below. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at

    1625 North Market Blvd., Suite N 112
    Sacramento, California 95834

    or by telephone at (800) 952-5210.

  15. Contact Information

    Prizeout Corp.
    33 West 17th Street, Floor 8
    New York, NY 10011
    [email protected]
    (866) 262-8122

  16. Eligibility

    You must be at least 18 years old to use the Site or the Services.

  17. Feedback

    We always welcome and appreciate your feedback and suggestions. You understand that we cannot necessarily respond to or implement feedback or suggestions, but if we do, you understand and agree that we may use them without compensation to you.

  18. Changes and Corrections to the Site or Services

    We enhance and update the Site and Services often. We may change or discontinue the Site or any Services, with or without notice to you. We reserve the right to correct any errors, inaccuracies or omissions (including after a gift card order has been submitted) and to change or update information at any time without prior notice. We do not guarantee the continued availability of any content or features of the Site or Services. We suggest periodically visiting this page of the Site to review these Terms.

  19. Termination

    We reserve the right not to provide the Site or Services to any user. We also reserve the right to terminate any user’s right to access the Site or Services at any time, in our discretion. If you violate any of these Terms, your permission to use the Site and Services automatically terminates.

  20. Other Provisions

    Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond its reasonable control.

    If any provision or part thereof of these Terms is found to be unlawful, void, or unenforceable, then that provision or part thereof will be deemed severable from these Terms and will not affect the validity or enforceability of any remaining provisions.

    Our failure to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.

    We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, a sale of assets or by operation of law. You may not assign your rights and obligations under these Terms without our written consent.

  21. Changes to These Terms

    From time to time, we may change these Terms. If we change these Terms, we will inform you by posting the revised Terms on the Site. Those changes will go into effect on the Revision Date shown in the revised Terms. By continuing to use our Site or Services, you agree to the revised Terms. If the change is a "material change" that requires us to notify you pursuant to applicable law, we will notify you by (i) email to the email address we have on record and/or (ii) by posting an alert on the Site at least fourteen (14) days before the Revision Date. If you object to any changes, your sole recourse shall be to cease using the Site and Services.

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