Terms of Use

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE TERMS OF USE BELOW.  PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE OR TRUCENTIVE’S SERVICES.  YOUR USE OF TRUCENTIVE’S WEBSITE OR SERVICES CONSTITUTES ACCEPTANCE OF THESE TERMS AND THE OTHER TERMS, CONDITIONS AND POLICIES REFERRED TO IN THESE TERMS.   

PART 1:  TERMS AND CONDITIONS FOR USING OUR SERVICES

1. Overview; Binding Effect of Terms. Welcome to TruCentive! Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”).   These Terms of Use (these “Terms”) are a binding contract between you and TruCentive, Inc. (“TruCentive,” “we” and “us”). You must agree to and accept all of these Terms, or you don’t have the right to use the Services. Your using our website or the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in TruCentive’s SMS Terms and Conditions and Privacy Policy.  As used in these Terms, “you” refers to the person or entity, and its authorized employees or agents, that are using the Services and this site.  We reserve the right to change these Terms at any time.  It is your responsibility to review these Terms periodically for changes.  If you don’t agree with any current or future Terms, you may at any time discontinue your use of the Services. If you do use our website or the Services in any way after a change to the Terms is effective, that means you accept and agree to all of the changes.  If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at support@trucentive.com.
2. Privacy Policy; Access to User Accounts. TruCentive takes the privacy of its users very seriously. For the current TruCentive Privacy Policy, please click here.  This Privacy Policy is expressly incorporated into these Terms by this reference.  The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible.  If you believe that a child under 13 may have provided us personal information, please contact us at support@TruCentive.com.  Notwithstanding the foregoing, TruCentive reserves the right to access your user account as a “super-user” at any time for troubleshooting, client assistance or other purposes deemed necessary by TruCentive in its sole discretion in connection with providing the Services.
3. Login ID and Password. If you sign up for a Service, you will set up a unique login name (a “TruCentive User ID”) and password. You promise to provide us with accurate, complete, and updated registration information about yourself, including (but not limited to) your name, address, email address, phone number, SMS number and tax identification number.  You may not select as your TruCentive User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person.  You may not transfer your account to anyone else without our prior written permission. If you access the Services through a third party site or service, we may require your TruCentive User ID be the same as your user name on the third party site, and you consent to have your third party site account information transmitted into your TruCentive account.  You are entirely responsible for selecting a sufficiently secure and unique password and for maintaining the confidentiality of your password; you will not share your account or password with anyone, and you must protect the security of your account and your password.  You are responsible for all activities that occur under your password, whether or not actually or expressly authorized by you.  You agree to notify us immediately on any unauthorized use of your account, TruCentive User ID or password.  TruCentive is not liable for any loss that you incur as a result of someone else using your password (including, but not limited to, as a result of guessing, algorithmic trial and error, dictionary or lists or use of authentication information from another service), either with or without your knowledge.  You may be held liable for any losses incurred by TruCentive, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.  You represent and warrant that you are an individual of legal age to form a binding contract.  If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind it to these Terms.  You will only use the Services for yourself or your own company/organization and not on behalf of or for the benefit of any third party, and only in a manner that complies with all applicable laws.  We are not responsible for your using the Services in any way that breaks the law.
4. Restrictions on Your Use of the Services. You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that: (a) infringes or violates the intellectual property rights or any other rights of anyone else (including TruCentive); (b) violates any law or regulation (including, but not limited to, any anti-money-laundering laws or rules of the U.S. Department of the Treasury or its Financial Crimes Enforcement Network); (c) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (d) jeopardizes the security of your TruCentive account or anyone else’s (such as allowing someone else to log in to the Services as you); (e) attempts, in any manner, to obtain the password, account, or other security information from any other user, or accesses any data or content that you are not authorized to access; (f) violates or attempts to violate or test the security of our website or any computer network, cracks any passwords or security encryption codes or interferes or attempts to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the site or Services, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;”; (g) uses our site or Services to send unsolicited e-mail/messages, including running Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (h) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means); (i) copies or stores any significant portion of the Content; (j) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or (k) employs a payment method using stolen, fraudulently obtained, counterfeit, or otherwise illegitimately obtained financial means to finance a TruCentive transaction of any kind. If you violate of any of the foregoing, we may terminate your right to use or access the Services.

5. Your Representations re Your Use of the Services. You warrant to us that: (i) you own or have the requisite authority over any content or information provided by you; (ii) any content or information provided by you will be accurate and complete; (iii) any content or information provided by you and any of your activities on our site or through the Services: (a) do not infringe in any manner on any third party rights, (b) do not violate any applicable laws or regulations (including, but not limited to, any anti-money-laundering laws or rules of the U.S. Department of the Treasury or its Financial Crimes Enforcement Network), (c) are not defamatory, libelous, slanderous or threatening, (d) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, (e) have not resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity, (f) are not false, deceptive or misleading, and (g) will be free of any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information.
6. Protection of Intellectual Property Rights. The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including TruCentive’s) rights.  You understand that TruCentive owns the Services. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.  The Services may allow you to copy or download certain Content, but doing so is still subject to all of the restrictions above.  TruCentive may immediately suspend and/or terminate any user of our site or Services who is found to have infringed on the rights of TruCentive or of a third party, or otherwise violated any intellectual property laws or regulations.  We will investigate any allegations of copyright infringement brought to our attention.  Online service providers like TruCentive are subject to the Digital Millennium Copyright Act (the “DMCA”), under which we may be asked to remove material that allegedly violates someone’s copyright (including yours).  We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers.
7. Partner Disclosure. All trademark, logos or and other identifying marks used on TruCentive’s website or in the Services are property of their respective owners.  Products or Services may not be available in all states.  The merchants represented are not sponsors of the instruments we provide or otherwise affiliated with TruCentive.  Please visit each company’s website for additional terms and conditions.
8. Rules Relating to User Submissions. Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.”  Some User Submissions are viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.  You hereby grant TruCentive a license to translate, modify (for technical purposes, for example making sure your content is viewable on different types of devices), edit (for example, to correct typographical errors or to delete material we, in our sole discretion, deem objectionable), reproduce and otherwise act with respect to User Submissions, in each case to enable us to operate the Services. We are under no obligation to display or use any User Submission and may do so in our sole discretion.  You grant TruCentive a license to display, perform, and distribute your User Submissions for the purpose of making that User Submission accessible to any or all TruCentive users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that User Submission in connection with the Services and/or otherwise in connection with TruCentive’s business for any purpose. Also, you grant all other users of the Services a license to access that User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.  You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your TruCentive account, we will stop displaying your User Submissions to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from TruCentive’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users or to the extent that TruCentive deems removing a User Submission to be impractical or harmful to the function of the Services.  Finally, you understand and agree that TruCentive, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
9. Responsibility for Content. Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated.  You access all such information and content at your own risk, and TruCentive is not liable for any errors, omissions or violations of law or applicable regulations (including, but not limited to, those of carriers who transmit or process such information or content) in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. TruCentive cannot guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.  You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.  You are solely responsible for any failure to maintain accurate registration or contact information in our systems.

   The Services may contain links or connections to third party websites or services that are not owned or controlled by TruCentive.  When you access third party websites or use third party services, you accept that there are risks in doing so and that TruCentive is not responsible for such risks.  We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.  TruCentive has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services.  In addition, TruCentive will not and cannot monitor, verify, censor or edit the content of any third party site or service.  By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.  Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that TruCentive shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

   If there is a dispute between participants on this site, or between users and any third party, you agree that TruCentive is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release TruCentive, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.  If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

10. Changes to the Services. We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. TruCentive may (but is not obligated to) give you notice when we make a material change to the Services that would adversely affect you.  We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
11. Discontinuing Use or Termination of the Services. The License Fees paid to TruCentive by its licensees are for pre-determined subscription periods, usually annual.  A licensee is free to stop using the Services at any time by following the directions on the Services; please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using our Services.  TruCentive is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms.  TruCentive has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.  Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.  If your account is terminated, you and/or your recipients may lose the ability to access and/or use any Instruments (as defined below) or refunded credit in your TruCentive account.

    Provisions that, by their nature, should survive termination of these Terms shall survive termination.  For example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

12. No Warranties. TruCentive has no special relationship with or fiduciary duty to users of Services. Neither TruCentive nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations or availability of services or products offered or purchased through the Services. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND CONTENT (INCLUDING, BUT NOT LIMITED TO, ALL PRODUCTS AND SERVICES PURCHASED OR OFFERED THROUGH OUR SERVICES) ARE PROVIDED BY TRUCENTIVE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE.  YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, TRUCENTIVE’S WEBSITE OR THE SERVICES.
13. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL TRUCENTIVE (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO TRUCENTIVE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. TruCentive shall not be liable to any party for: (1) unauthorized access to or alteration, theft or destruction of Licensee’s or recipients’ data files, programs, procedures or information through accident, fraudulent means or devices, or any other method, unless such access, alteration, theft or destruction is caused as a result of TruCentive’s gross negligence or willful misconduct; (2) any claims by Licensee, a recipient of an instrument or any other party relating to losses, reduced value or non-receipt of any Instrument that contradict or cannot be verified by TruCentive’s records, (3) any inappropriate or unlawful content transmitted by any User of the Services, or (4) other events or circumstances relating to delivered Instruments beyond TruCentive’s control.
14. Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold TruCentive, and its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), (b) any content or information provided by you, including (but not limited to) any information regarding the identity, bank or other account, or other personal information of recipients of awards or funds, (c) your transmission of any Content in violation of the rules or guidelines of any mobile carrier or communications platforms through which your Content may be transmitted and (d) your violation of these Terms.
15. No Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without TruCentive’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
16. Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules.  Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.  Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.  For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California.
17. Modifications. TruCentive may, in its sole discretion and without prior notice or any liability to you for such action, (a) revise these Terms; (b) modify our website and/or the Services; and/or (c) discontinue our website and/or the Services at any time. TruCentive shall post any revision to these Terms to our website, and the revision shall be effective immediately on such posting.  You agree to review these Terms and other online policies posted on our website periodically to be aware of any revisions.  You agree that, by continuing to use or access TruCentive’s website or the Services following posting of any revision, you shall be bound by such revision.
18. Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that TruCentive may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and TruCentive agree that these Terms are the complete and exclusive statement of the mutual understanding between you and TruCentive, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of TruCentive, and you do not have any authority of any kind to bind TruCentive in any respect whatsoever. You and TruCentive agree there are no third-party beneficiaries intended under these Terms.

PART 2:  HOW OUR SERVICES WORK, AND RELATED TERMS AND CONDITIONS

1. Our Instruments
   TruCentive offers digital instruments for purchase through the Service (“Instruments”), including (but not limited to) coupons, gift cards, stored value cards, vouchers, rebates, payments, other compensation and compliant messaging, which may be a “closed loop” instrument for use at a specific Merchant or Merchants (“Merchants”) selected at time of purchase, or an “open-loop” instrument for more use at a variety of locations selected by the receiver (such as a debit card, stored value card or direct deposit of funds to an account).  Instruments are prepaid instruments loaded with, or otherwise worth, a specific amount of money, a percentage discount or the right to redeem for a specific item or service.  You will not receive any interest on funds associated with any Instrument, unless those funds have been deposited into your own interest-bearing bank account.

   Attempts to use a closed-loop Instrument at Merchants not selected will be declined.  Your Instrument may be intended for online or “brick-and-mortar” use, and online redemption may not be available at all Merchants.  You do not have the right to stop payment on any purchase transaction you make using any Instrument.  Your Instrument cannot be used to obtain cash (except for direct deposits or as otherwise specified by applicable law) or to conduct illegal transactions. For security reasons, we or the Merchant may limit the amount or number of transactions you can make on your Instrument, and we or the Merchant may refuse to process any transaction we believe may violate these Terms.  TruCentive is under no obligation to honor all purchase requests and may also ask for supplemental information such as a phone number or other identifying information to complete a purchase.  Further, the amount of time TruCentive needs to evaluate and complete or reject a purchase of an Instrument is neither specified nor guaranteed.  Availability of certain Instruments may be limited, and TruCentive cannot guarantee that any Instrument selected by a Purchase or Recipient (as defined below) will be available.  In some circumstances TruCentive may substitute another Instrument for one that is not available.

   You agree and acknowledge that (1) TruCentive is not a money transmitter, as defined in the United States Code of Federal Regulations 31 CFR 1010.100(ff)(5), (2) TruCentive may accept and transmit funds only integral to the sale of goods or the provision of services by the person who is accepting and transmitting the funds and (3) each Recipient (as defined below) of an Instrument or funds, by its use of the Services and acceptance of that Instrument or funds, hereby appoints TruCentive as such Recipient’s agent for delivery of such Instrument or funds to the Recipient.

   Generally, the intended receiver of an Instrument will receive an initial message from TruCentive (an “Envelope”) informing the receiver that someone has sent them an Instrument and providing a link or instructions for how the receiver can view and open the Envelope to redeem the Instrument being delivered.  An Envelope constitutes an invitation to the Recipient to obtain the Instrument; only upon the Recipient accepting this invitation by claiming the Instrument (usually by clicking “Open Now” or “Confirm”, depending on the form of Instrument) is the Instrument actually issued, transferred to the Recipient and made subject to laws applicable to the Instrument (such as gift card expiration dates).

   In this section, we may refer to you as either a purchaser of an Instrument (“Purchaser”) or as the receiver of an Envelope or Instrument (“Recipient”), as applicable.  A Purchaser may be an individual, a Merchant or other business or entity making an Instrument available to a Recipient as an award, compensation, incentive, or promotion, or reward.  When purchasing an Instrument, the Purchaser will generally pay the value for which the Instrument may be redeemed (“Instrument Value”) plus applicable processing, support, delivery and transaction fees (“Transaction Fees”).  Transaction fees will not be refunded in the event of expiration, cancellation or return of an Instrument for any reason.  Certain specifically described Instruments may have an “Excess Value” component, in which the Instrument Value may be more than the price paid for the Instrument.  In cases where the refundable value has a stated expiration that differs from the Instrument expiration, the Excess Value will expire while the refundable portion of the Instrument Value (the “Instrument Refund Value”) may continue to have validity.  The Instrument Refund value always excludes the Transaction Fees paid for the applicable Instrument and any Excess Value component that may apply to that Instrument.  Unused Instrument Value may be subject to eventual forfeiture (also known as escheatment) under Federal and/or State unclaimed property laws.  Accordingly, please remember to use Instrument Value in a timely manner.  You release TruCentive from all liability in connection with your compliance with such laws.

   Purchaser and Recipient are each bound by these Terms.  If either Purchaser or Recipient does not agree to the Terms, contact TruCentive at support@TruCentive.com for cancellation and refund prior to opening the applicable Instrument.  Recipient is responsible for knowing the exact remaining value on their Instrument (it may be possible to check current balance by contacting the Merchant or card issuer directionally, but TruCentive does not have access to remaining balance information).  Recipient agrees to not attempt to charge any amount in excess of the remaining balance of an Instrument.  If you attempt to use an Instrument when there are insufficient funds associated with it, the transaction will generally be declined.  If a transaction that exceeds the balance of the funds available on your Instrument does occur, you will be liable for the amount of the transaction that exceeds that balance.  If you do not have enough funds on your Instrument to cover the cost of a transaction, you should ask the Merchant to split the transaction (Split Tender) so that you pay the remaining portion of the transaction that exceeds the Instrument balance by another method.  Not all Merchants may be able or willing to process Split Tender transactions, and TruCentive has no responsibility for any Merchant not doing so.

   Instruments may be presented (redeemed) at Merchants’ or (in the case of open loop Instruments) other places of business for redemption in exchange for goods or services or, where applicable, for a gift certificate, in accordance with the terms of each Instrument.  TruCentive may also allow Purchasers to offer Recipients the option of directing the value of Instruments they receive (if selected, “Charity Instruments”) to be donated by TruCentive to a selection of charitable organizations.  TruCentive will distribute the value of Charity Instruments on a quarterly basis to the organization(s) selected by Recipients, less applicable Transaction Fees of up to 10% of the Charity Instrument’s value.  Except for Charity Instruments, the Merchant, not TruCentive, is the seller of the goods and services for which an Instrument may be redeemed and is solely responsible for redeeming any Instrument you purchase or are given.  As a Recipient, you may be informed that a Purchaser has shared an Instrument with you by text, by email, through social media channels, and/or by presentation of a printed or other physical version of the Instrument.  When you access your Instrument, it will be provided in the form of either a code or another payment process, or as a prepaid gift card code.  Unless otherwise noted, codes are multi-use until their Instrument Value has been fully used or the Instrument has expired (if an expiration date is provided).

   Once purchased through TruCentive, the Instrument is the property of the Purchaser, who may make the Instrument available to a Recipient (who may also be the Purchaser) to whom these Terms also apply, via social networking websites, email and/or text message, or it may be printed or issued on other physical media for hand-delivery or other means of delivery.  Charity Instruments, once selected as such by the Recipients, are automatically released back to TruCentive, who will donate the proceeds (net of applicable Transation Fees) as directed by the Recipients.

   A Purchaser may upon request, at TruCentive’s sole discretion, cancel an unopened Envelope or Instrument sent to a Recipient, typically if the Envelope or Instrument was sent to an incorrect Recipient or contains other errors, or for any other valid reason.  Once cancelled, any Instrument Refund Value is refunded to the Purchaser in accordance with TruCentive’s standard refund issuance procedures, which is typically within 90 days of TruCentive receiving a written request to do so.  TruCentive may, in its sole discretion cancel without notice and (if applicable) refund an Instrument if the Instrument was determined by TruCentive to have been purchased fraudulently or if the purchase of the Instrument was rescinded by the Purchaser in any way after the Instrument was issued but not yet redeemed, or if the Instrument was reported as lost or stolen, or for any reason subject to applicable law.  TruCentive will not be liable for failed transactions by Recipient when an Instrument has been cancelled, and when cancelled, an Instrument ceases to be redeemable by the Recipient.

   A Purchaser may request that an Instrument be made exchangeable (if not already so marked by Purchaser if Purchaser is presented an option for selecting the exchangeability of an Instrument) for a different Merchant than the one indicated on the Instrument if a valid reason (such as original Merchant being out of business) is presented.  Recipient should contact support@trucentive.com for any exchange request, which will be honored at TruCentive’s sole discretion.  At TruCentive’s sole discretion, a refund by check or other means may be offered in cases where a Merchant is unable to redeem an Instrument. TruCentive cannot guarantee that a Merchant will always accept a valid Instrument for redemption.

   If an unopened Envelope contains an expiration date, “use-by” date or validity duration as shown to Purchaser and/or Recipient, the Instrument Refund Value for the Instrument within that Envelope (the “Expired Instrument Refund Value”) will be refunded to the Purchaser’s TruCentive account within a reasonable time period subsequent to this date, and the Instrument will immediately cease to be claimable by Recipient.  The Purchaser’s TruCentive account value can be used to purchase other Instruments; if you are a Purchaser of an Instrument and wish to retrieve Expired Instrument Refund Value as cash via a check or by other means TruCentive may provide, please contact TruCentive at support@trucentive.com. Instrument Refund Value for Instruments contained in Expired Envelopes is never claimed by TruCentive nor by the Merchant.  As long as Expired Instrument Refund Value is unclaimed by the Purchaser (either to purchase other gifts or retrieved as cash), TruCentive may honor a request by Purchaser or Recipient to extend an unopened Envelope’s expiration date if such extension is not disallowed by the Purchaser as established by product features made available to certain Purchasers (typically issuers of award or promotional Instruments).  If an Instrument has not been opened and has not been selected for viewing at all prior to the “use by” date (if one is present) (i.e., no portion of the Instrument has been Redeemed by Recipient), Recipient may be given the option of asking TruCentive to donate the Instrument Refund Value to charity or converting such value into a Charity Instrument.

   Some Instruments may carry an expiration date in addition to the Instrument expiration date (if present) which is an expiration date on the code associated with validating the Instrument (Instrument Validation Date).  The Instrument will be valid until either the Instrument expiration date or the Instrument Validation Date has been reached, whichever is sooner (although for some non-award Instruments, the Instrument Validation Date, if later than the Instrument expiration date, may be honored).  If an Instrument has no Instrument Validation Date, the Instrument is considered redeemed (fully used) by TruCentive once the Envelope has been opened and the code on the Instrument has been shown to the Recipient; at that point the Instrument becomes non-refundable, even though the Instrument may not yet have been exchanged for goods or services with the Merchant.  Once an Envelope is opened, TruCentive has now ‘sold’ this Instrument/code and is no longer involved in the redemption process for this Instrument/code.

   Value Protection Program:  Certain open-loop Instruments may show an expiration date and/or be subject to the issuer of an Instrument deducting a monthly/periodic service fee from the value of the Instrument.  In this event, either within 24 hours before the stated expiration date of the Instrument or at such time (but not less than 364 days from the date the Instrument is claimed by the Recipient), TruCentive may exercise the affected Instrument and hold the remaining value of such Instrument in its account.  This exercise would prevent the expiration of the Instrument and/or pause the deduction of service fees from its value.  Recipients may contact TruCentive to reclaim the remaining value of the instrument (in the form of a new instrument) by e-mailing support@trucentive.com.  Instruments that were not subject to recurring service fees by the issuer may be reclaimed at any time; Instruments that were subject to recurring service fees may be held until such time as the service fees on the original Instrument would have reduced the value of the Instrument to zero.
   
   If you are entitled to a refund by a Merchant, the Merchant should credit your Instrument with a refund or voided transaction.  These returns may not take place immediately and in some cases, may not be done properly; TruCentive has no control over when, if or how a Merchant credits an Instrument.  Once selected for donation to a specific organization, Charity Instruments are not refundable.

   Some Envelopes may allow recipients to claim more than one Instrument, value permitting. TruCentive may offer Instruments that have values that have been rounded when presented for redemption. As such, the value of the Instruments claimed may be less (individually or in total) than the original Envelope value.  Once one or more Instruments in an envelope have been claimed, the Envelope is deemed fully claimed, and any remaining value is not refundable on expiration of the Envelope.

2. Instruments Delivered in Currencies other than U.S. Dollars
   Currently, all of our sales of Instruments to Purchasers are denominated in U.S. dollars.  A Purchaser may elect (subject to availability) to have an Instrument delivered to a non-U.S. Recipient denominated in a non-U.S. currency.  In that situation, TruCentive will reserve from the Purchaser’s TruCentive account an amount sufficient to cover the value of the award based on the foreign currency exchange rate in effect on the date of the purchase.  However, the exchange rate may vary between the time a Purchaser purchases an Instrument and the time when the Recipient actually claims it.  In that event, the Purchaser would be fully responsible to fund any additional amount needed to deliver the Instrument at the then-current exchange rate (if the relevant foreign currency has appreciated against the U.S. dollar); if the relevant foreign currency has depreciated against the U.S. dollar, any unused funds would be returned to the Purchaser’s account.  TruCentive does not set the foreign exchange rates used in our transactions (it is set by TruCentive vendors who process the transactions based on then-current market rates) and has no responsibility or liability for any exchange rate used or for fluctuations in exchange rates.  If Purchaser’s TruCentive account does not have sufficient funds to cover any additional amounts needed as a result of exchange rate fluctuations, Purchaser agrees to transfer any shortfall to TruCentive immediately upon request.  TruCentive reserves the right to halt the delivery or redemption of Instruments to Recipients if such additional amounts are not delivered.

3. Bonus Offerings
   A Merchant may represent, list or advertise special offerings available to customers who may be Purchasers, Recipients, or simply visitors to a web page or other communication that TruCentive may host.  These offerings may require the customer to use a specific Instrument or coupon or mention a code or take some other action in order to receive something of value from the Merchant.  The Merchant is solely responsible for honoring the special offering, and TruCentive assumes no responsibility for accuracy in any way of the offering, including its availability period, description, availability or suitability for any purpose.
4. Merchants’ Terms
   The terms of redemption for each Instrument may vary  among different Purchasers, issuers or Merchants, and any restrictions that apply to the use of such Instrument (which may include, without limitation, whether the Instrument can be redeemed only for a specific product, at a specific location, incrementally or must be used all at once, or following a stated expiration date) will be noted at the time of purchase.  If the terms of an Envelope received from TruCentive conflict with the Merchant’s terms for the underlying Instrument, then the terms of the underlying Instrument will control.  Instruments are void where prohibited by law.  The Merchant is solely responsible for any and all damages, claims, losses, and costs suffered by you (as Purchaser or Recipient) in connection with the redemption of any Instrument.  In no event will TruCentive be liable for a lost or stolen Instrument or an Instrument mistakenly shared with an incorrect Recipient.  Any errors in processing an Instrument (such as failing to record a refund, failing to deliver goods or services, or overcharging a transaction) are the responsibility of the Merchant and must be settled between Recipient and Merchant.  Merchant is responsible for the accuracy of its displayed information, including location, availability, or what goods and services may or may not be purchased using an Instrument.  TruCentive reserves the right to refuse to process the purchase of any Envelope or Instrument for any reason.  TruCentive cannot guarantee that we will be able to assist you in cases of lost or stolen cards.
   
   Some Instruments are admission tickets to one-time events and/or convey a reservation.  For example, we may offer an Instrument for a festival event that will only run for a weekend or a performance for a single night.  These Instruments can only be redeemed on or during the applicable date or dates, and neither the Purchaser nor the Recipient will receive any cash refund, TruCentive credit or Merchant credit from a Merchant if Recipient does not redeem such Instrument on or during the appropriate date or dates. If an Instrument is a one-time admission ticket, such term will be noted at the time of purchase.
5. Delivery Failures or Issues
   Instrument and Envelope delivery can be affected by many factors, including spam filtering, text blocking, the Recipient simply not noticing electronic notifications, and other system failures. Although we use our reasonable best efforts to deliver Envelopes and Instruments, TruCentive does not guarantee delivery of any Envelope or Instrument to any Recipient.  If you suspect your Envelope or Instrument has not been received, you may be able to edit Recipient information and resend your Envelope or Instrument via the dashboard, which you can access by logging into your account at www.TruCentive.com or sending a request to support@trucentive.com for assistance.  If Purchaser requests that their TruCentive account be deleted, TruCentive subsequently may not be able to provide assistance on or refunds for unclaimed Instruments.  If Purchaser provided incorrect address information (such as incorrect phone number or email address) of a Recipient, Purchaser may use the TruCentive Services to correct and resend an Instrument, but TruCentive will not be responsible for any use of any Instrument by an unintended recipient.  TruCentive is also not responsible for any Instrument that is mistakenly selected for a Merchant that was not the intended Merchant.
   
   

ACKNOWLEDGEMENT.  BY USING TRUCENTIVE’S SERVICES OR ACCESSING TRUCENTIVE’S WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.