Last Revised: June 10, 2024

These Terms of Use (“Terms of Use”) apply to your access and use of all websites, including www.prizeout.com (and all related subdomains), Widget or our browser extension accessible via external sites (collectively, the “Site”), and products, services, and applications (including browser extensions) (collectively, the “Services”) provided by Prizeout Corp. (“Prizeout”, “we”, “us”, or “our”). By accessing and using the Services, you are agreeing to these Terms. Your use of the Services and other offerings that Prizeout operates may be governed by (and you agree to abide by) additional Prizeout policies or terms that are published on our website, including the Privacy Policy, the Prizeout Balance Terms (“Balance Terms”), the Gifting Product Terms of Use (“Gifting Product Terms”), and CashBack+ Loyalty Program Terms (collectively, with the Terms of Use, the “Terms”). If you do not understand or agree to these Terms, please do not use the Services.

Please note that Section 13 contains a binding arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 13.

1. ACCESSING AND USING THE SERVICES

   The Services allow consumers (“Users”) to withdraw and earn funds that they have deposited, stored, earned, won or are otherwise entitled to collect or withdraw from companies, financial institutions, organizations, governmental entities, and other entities (“Partners”) with whom Prizeout has partnered or to whom Prizeout offers its services, in the form of rewards or digital gift cards and other stored value mechanisms (with digital gift cards, “Gift Cards”) offered by a variety of retailers and brands (“Merchants”), or gifted purchasing opportunities (“Prizeout Gifts”) offered or facilitated by Prizeout. In order to use the Services, you must be a resident of the United States, the United Kingdom, the European Union, Canada or the Kingdom of Bahrain. In order to use the full suite of Services – including to create an Account (defined below) – you must be eighteen (18) years of age or older. Residents of the United States who are under eighteen (18) years of age but are least thirteen (13) years old (each a "Minor") are permitted to use limited portions of our Services in conjunction with specific Partners. Minors will know that they are accessing the Services in conjunction with such a Partner because they will not be directly provided with the option to create an Account while accessing the Services.

   By using the Services and the Site, you represent, acknowledge and agree that you are at least eighteen (18) years of age, or if you are a Minor, that: (a) you are using the Services and the Site with the consent of your parent or legal guardian; (b) you have reviewed these Terms of Use and the Privacy Policy with your parent or legal guardian; (c) you have received your parent's or legal guardian's permission to use the Services and the Site; and (d) agree to these Terms of Use. If you are a parent or legal guardian of a Minor, you hereby agree: (a) that you are jointly and severally liable for all acts (including purchases and payments) and omission of the Minor when using the Services; (b) to bind the Minor to these Terms of Use; and (c) to fully indemnify and hold harmless Prizeout if the Minor breaches any of these Terms of Use. If you are not at least thirteen (13) years old, you may not use the Services at any time or in any manner or submit any information to Prizeout, to the Site, or through the Services.

   In order to use certain portions of the Services (such as the CashBack+ Pay browser extension), you must be a registered account holder of one of our select Partners that utilizes that aspect of the Services, and you may be required to link or otherwise connect that account with the Services.

   Subject to your compliance with these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your own personal, non-commercial use. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Prizeout, in its sole discretion, may elect to take. We reserve the right to enhance, modify or update our Services, or to suspend or stop providing all or any portions of our Services, at any time with or without notice to you.

   Prizeout reserves the right to, and may, terminate or temporarily suspend your access to all or any part of the Services, without notice, for conduct that Prizeout believes violates these Terms or any of our policies, procedures, rules, regulations or guidelines, or for any other reason in our sole discretion. If you breach any of the provisions of these Terms, all rights granted to you by Prizeout pursuant to these Terms may terminate automatically.

   In connection with your use of the Services, you may receive Gift Cards from us, delivered electronically on behalf of Partners and Merchants. Your Gift Card, and your use thereof, will be governed by the applicable terms and conditions. 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. 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. You acknowledge that Prizeout does not make any warranties with respect to your Gift Card balance and is not responsible for any unauthorized access to, or alteration, theft, or destruction of a 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 your Gift Card if your Gift Card code has been reported lost or stolen, or if we believe your Gift Card balance is being used suspiciously, fraudulently, or in an otherwise unauthorized manner. If your Gift Card code stops working, your only remedy is for us to issue you a replacement Gift Card code. By purchasing a Gift Card, you represent and warrant to Prizeout that your use of the Gift Card will comply with these Terms and all applicable laws, rules and regulations, and the Gift Card will not be used in any manner that is misleading, deceptive, unfair or otherwise harmful to consumers. 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). Gift Cards do not expire, and Prizeout will not assess a service fee or dormancy fee with respect to a Gift Card. In the event that you order a Gift Card that requires a currency conversion, we will display a foreign exchange rate in the Widget and apply such rate to the related transaction. We reserve, on behalf of the applicable Merchant or Partner, the right to make a change to or refuse any Gift Card order. 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 you provided to the applicable Partner. All issuances of Gift Card are final, and are not eligible for return, refund or exchange.

   Additionally, in connection with your use of the Services, you may send or receive Prizeout Gifts from us. Your Prizeout Gift, and your receipt and use thereof, will be governed by the Gifting Product Terms.

2. USER ACCOUNTS

   To use certain portions of the Services, you may need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password and Gift Card code or related information. You are responsible for safeguarding any issued gift card code and other information, including when stored within your email account. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at [email protected] if you know or have any reason to suspect that your Account, Gift Card code or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.

   You may access our Services through your account with a Partner (“Your Partner Account”), which may require a linking process. You are solely responsible for any activity on Your Partner Account and for maintaining the confidentiality and security of your password. We are not responsible for the security or maintenance of Your Partner Account and we are not liable for any acts or omissions by you in connection with Your Partner Account. If you know or have any reason to suspect that Your Partner Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of Your Partner Account, notify the relevant Partner for support.

3. PRIVACY AND SECURITY

   Our Privacy Policy describes how we handle your information in connection with your use of the Services. For an explanation of our privacy practices, please visit our Privacy Policy. 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 the Services constitutes consent to such monitoring. You understand and agree that between you and us, we maintain exclusive control of access and right of access to the Services, and that we reserve the right to revoke your access at any time without notice or cause of action for any reason whatsoever.

4. RESTRICTIONS ON YOUR USE OF THE SERVICES

   You are not permitted to violate any applicable law, contract, intellectual property right or other third party right or commit a tort, and you are solely responsible for your conduct while using the Services. You will not:

   • download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services;
   • duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
   • use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
   • distribute any information about Prizeout or the Services to any third parties in order to compete with Prizeout or the Services, or engage in competition with Prizeout with respect to any products or services currently offered by Prizeout or offered at any time by Prizeout during the period when you accessed or otherwise used the Services;
   • exploit the Services for any commercial purpose, including without limitation to communicate or facilitate any commercial advertisement or solicitation, or to sell, resell or commercially use the Services (including renting, leasing, or sublicensing your access to the Services to another person or entity);
   • access or use the Services other than for their intended purpose and in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
   • develop or use any applications that interact with our Services without our prior written consent;
   • attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other Users, or the computer systems or networks connected to the Services;
   • circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
   • use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, mines, scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
   • introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
   • violate any applicable law or regulation in connection with your access to or use of the Services; or
   • access or use the Services in any way not expressly permitted by these Terms.

5. INTELLECTUAL PROPERTY

   The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that Prizeout and/or our licensors and third party vendors (together, “Third Party Service Providers”) own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our Third Party Service Providers reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the rights granted herein and may violate the intellectual property rights of Prizeout and its Third Party Service Providers.

6. TRADEMARKS

   Prizeout's trademarks and our logos, our product and service names, our slogans and the look and feel of the Services are trademarks of Prizeout and may not be copied, imitated or used, in whole or in part, without our prior written consent. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. Nothing contained in the Services should be construed as granting any license, interest or right of any kind to use any trade names, trademarks, service marks, or logos appearing on the Services without the express prior written consent of the owner.

7. FEEDBACK

   We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Prizeout, and Prizeout may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. We may use Feedback 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 Feedback. You hereby assign to Prizeout any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

8. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE

   If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

   • identification of the copyrighted work that is claimed to be infringed;
   • identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Services;
   • information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
   • a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
   • a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
   • the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

   Notices of copyright infringement claims should be sent by mail to: Prizeout Corp., Attn: Legal Dept., 33 West 17th Street, 8th Floor, New York, NY 10011; or by e-mail to [email protected]. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of Users who repeatedly infringe copyrights or intellectual property rights of others.

   A User of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

9. THIRD PARTY SERVICES AND MATERIALS

   The Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that Prizeout is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

10. UPDATING THESE TERMS

    Except for Section 13 (providing for binding arbitration and waiver of class action rights), we may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the Site. 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 Terms and our other terms and policies from time to time to view any changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.

11. DISCLAIMERS AND LIMITATION OF LIABILITY

    Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Prizeout, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and Third Party Service Providers (the “the Prizeout Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. To the extent permitted under applicable law, the Prizeout Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Prizeout Entities or through the Services, will create any warranty or representation not expressly made herein.

    TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE PRIZEOUT ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE PRIZEOUT ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE PRIZEOUT ENTITIES' TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. INDEMNIFICATION

    By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Prizeout Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Prizeout Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your access to or use of the Services; or (d) your negligence or willful misconduct.

13. DISPUTE RESOLUTION, BINDING ARBITRATION AND CLASS ACTION WAIVER

    PLEASE READ THIS SECTION CAREFULLY. IT SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS—INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT (BY REQUIRING YOUR DISPUTE TO BE SUBMITTED TO ARBITRATION) AND LIMITING YOUR RIGHTS TO RESOLVE YOUR DISPUTE AS PART OF A CLASS.

    1. Informal Resolution. For any and all disputes between you and Prizeout, you and Prizeout agree that we will first make good faith efforts to informally settle the dispute. Before filing a claim against Prizeout, you agree to first email Prizeout at [email protected] with a written description of your dispute, proof of your relationship with Prizeout (including the email associated with your Account or Partner Account), and the specific relief you request. If we initiate a dispute with you, we will send a description of our dispute to the email address associated with your Account or Partner Account. If you and Prizeout can't resolve the dispute within sixty (60) days of our receipt of your first email, or your receipt of ours, you or Prizeout may bring a proceeding as provided in the dispute resolution provisions below. A good faith engagement in informal dispute resolution is a prerequisite and condition precedent to either party initiating a lawsuit or arbitration. The parties agree that any applicable statute of limitations period and filing fees or other deadlines will be tolled while the parties engage in informal dispute resolution.

    2. Mutual Arbitration Agreement. Unless you opt out during the Opt-Out Period in accordance with Section 13.3, you and Prizeout agree to resolve any claims, disputes and matters arising out of or in connection with the Terms (including without limitation the existence, formation, operation and termination of this arbitration agreement) and/or the Services (including without limitation non-contractual disputes and matters) through final and binding arbitration (the “Arbitration Agreement”). By agreeing to binding arbitration, you and Prizeout expressly waive the right to formal court proceedings (including without limitation trial by jury), except as set forth in this Section. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, only an experienced, independent third party that will act as the arbitrator, and court review of an arbitration award is limited.

       The arbitrator appointed to resolve a dispute between us shall be empowered to grant whatever relief would be available in a court under law or in equity, subject to the provisions of this Arbitration Agreement and these Terms. The arbitrator is further empowered to impose sanctions, in accordance with the Arbitration Provider Rules (as defined below), including for: (a) any frivolous claims or submissions the arbitrator determines have not been filed in good faith or on behalf of a claimant who is not a party to these Terms; or (b) a party's failure to comply with this Section 13. For avoidance of doubt, the power to impose sanctions includes the right to shift arbitration fees if fee-shifting is permitted by the Arbitration Provider Rules, and to require the payment of Prizeout's reasonable attorneys' fees.

       This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects and evidences a transaction involving interstate commerce. You and Prizeout agree that the FAA exclusively shall govern the interpretation and enforcement of this Arbitration Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, New York state law shall govern the interpretation and enforcement of this Arbitration Agreement.

       Arbitration Opt Out. You can decline this Arbitration Agreement by emailing us at [email protected] within thirty (30) days of the date that you first agree to the Terms (“Opt-Out Period”). Your email must be sent from the email address you use for your Account or your Partner Account, and must include your full name, residential address, and a clear statement that you want to opt out of arbitration. If you opt out of arbitration pursuant to this Section 13.3, then Sections 13.2 and 13.4 of these Terms do not apply to you. This opt-out doesn't affect any other sections of the Terms, including without limitation Sections 13.6 (No Class Actions) and 13.7 (Controlling Law; Forum). If you opt-out of the arbitration provisions, Prizeout also will not be bound by them. If you have any questions about this process, please contact [email protected].

    3. Arbitration Procedures.

       1. Arbitration Provider. Any arbitration brought under these Terms will be administered by American Arbitration Association (“AAA”). If AAA is not available for any reason, the parties will mutually agree on an alternative arbitration provider (AAA or the mutually agreed upon provider hereafter referred to as the “Arbitration Provider”).

          Except as modified by this Section 13, the Arbitration Provider will administer the arbitration in accordance with its consumer arbitration rules and procedures in effect at the time a demand for arbitration is filed, including any consumer mass arbitration rules and procedures, but excluding any rules or procedures governing or permitting class or representative actions.

          The arbitration will be conducted in English by a single arbitrator (rather than a panel) and, to the extent applicable, a single procedural arbitrator. The arbitrator must follow this Arbitration Agreement and these Terms and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration nor award damages inconsistent with the Limitation on Liability provisions of Section 11.

       2. Arbitration Provider Rules. Without limiting the generality of the foregoing, the applicable “Arbitration Provider Rules” for AAA are AAA's Consumer Arbitration Rules and AAA's Consumer Mass Arbitration Rules (“AAA Rues”). The AAA Rules are available at www.adr.org/Rules.

       3. No Class Arbitration or Collective Relief. You and Prizeout acknowledge and agree that, to the maximum extent allowed by law, any arbitration shall be conducted in an individual capacity only and not as a class or other representative arbitration, and further acknowledge and agree that the arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve an individual party's claim; notwithstanding this acknowledgement and agreement, you agree that any arbitration involving you may proceed on a consolidated basis, but it may do so if and only if Prizeout provides its consent to consolidate in writing.

          If there is a final judicial determination that either the Class Arbitration and Collective Relief Waiver in this Section, or the limitations in this Section 13, are not enforceable as to a particular claim or request for relief, then the parties agree that such particular claim or request for relief may proceed in court as provided herein, but shall be severed and stayed pending arbitration of the remaining claims.

          This provision does not prevent you or Prizeout from participating in a class-wide settlement of claims.

       4. Arbitration & Attorney Fees. The Arbitration Provider Rules will govern payment of all arbitration fees, including with respect to any fee waivers. The parties agree that the Arbitration Provider has discretion where it deems appropriate to reduce the amount or modify the timing of any administrative or arbitration fees due under the applicable Arbitration Provider Rules, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good faith challenge by either party to the fees imposed by the Arbitration Provider does not constitute a default, waiver, or breach of this Section 13 while such challenge remains pending before an arbitrator and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

          Each party is responsible for its own attorneys' fees, except to the extent otherwise provided by these Terms, the Arbitration Provider Rules, and/or applicable law. Prizeout won't seek its attorneys' fees and arbitration costs from you unless the arbitrator determines that your claim is frivolous, or you have engaged in sanctionable conduct.

       5. Adequacy of Demand. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party's identity, the claims being asserted, the factual allegations on which those claims are based, and must include proof that the claimant is party to these Terms. The arbitrator may require amendment of any demand or counterclaim that does not satisfy these requirements.

       6. Arbitration on the Papers/Via Videoconference. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Prizeout submit to the arbitrator, unless the arbitrator determines that a hearing is necessary or the parties agree otherwise. Any hearing in such matter shall be via videoconference or telephone conference unless the parties agree otherwise.

          If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request to hold a hearing, which shall presumptively be via videoconference or telephone conference unless the arbitrator determines good cause to hold an in-person hearing has been shown to the parties agree otherwise. If an in-person hearing is necessary, the location of the hearing will be determined by mutual agreement of the parties or, if the parties cannot agree, by the arbitrator in accordance with the Arbitration Provider's Rules.

       7. Arbitration Award. The arbitrator will render an award within the time frame specified in Arbitration Provider's Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction located in New York County, New York.

    4. Exceptions To Arbitration Agreement. Notwithstanding anything in this Section 13, either you or Prizeout may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement or misappropriation (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process described above. In addition, if you are a US resident, either you or Prizeout may assert claims, if they qualify, in small claims court in New York, New York.

    5. NO CLASS ACTIONS. You may only resolve a dispute with Prizeout on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations aren't allowed, except to the extent Prizeout in our sole discretion consents in writing pursuant to Section 13.4.3.

    6. Controlling Law; Forum. These Terms and the Services, as well as all disputes and matters arising out of or in connection therewith (including non-contractual disputes and matters), shall be governed in all respects by the laws of the State of New York, without regard to its conflict of law provisions, except that the Federal Arbitration Act (“FAA”) shall prevail to the extent that there exists any conflict between the FAA and the laws of the State of New York with respect to Section 13.

       If Section 13 does not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 13.3, you and Prizeout agree that any judicial proceeding (other than small claims actions) arising out of or in connection with Terms and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the federal or state courts located in New York County, New York, and you and Prizeout consent to venue and personal jurisdiction in such courts.

       To the extent Section 13 does apply to your claim, any judicial relief sought in connection with that Section, including any action to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on an award entered by an arbitrator, such action shall be brought exclusively in the federal or state courts located in New York County, New York, and you and Prizeout consent to venue and personal jurisdiction in such courts.

14. THIRD PARTY BENEFICIARIES

    You agree that our Third Party Service Providers may rely upon any provisions in these 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 Terms, with the power to enforce such provisions as applicable.

15. MISCELLANEOUS

    If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and any rights or obligations hereunder may be assigned by Prizeout but may not be assigned by you without Prizeout's prior express written consent. No waiver by Prizeout or you of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 13, or if arbitration does not apply, then the state and federal courts located in New York County in the State of New York.

16. CONTACT US

    You may contact us regarding the Services or these Terms at: 33 West 17th Street, 8th Floor, New York, NY 10011, by phone at (866) 262-8122 or by e-mail at [email protected].