Terms of Service
PLEASE NOTE: THIS DOCUMENT IS CONCERNED EXCLUSIVELY WITH VISITORS OF BRIFS.CO (COLLECTIVELY, THE “USERS”) FOR PURPOSES RELATING TO THE SALE, PURCHASE, AND DONATIONS OF GIFT CARD BALANCES AND OTHER CLOSED-LOOP PRODUCTS. FOR INFORMATION REGARDING THE BRIF TOKEN AND THE BRIFS.CO CROWDFUNDING EVENT, PLEASE SEE THE “BRIFS.CO WHITEPAPER: A FULLY LIQUID & DECENTRALIZED EXCHANGE FOR GIFT CARDS” as well as the Presale section of our website.
Last Updated: September 10, 2017.
Hello and thank you for visiting Brifs.co and our associated applications (collectively, the “Website” or “Brifs” ), an online marketplace and exchange for gift card balances and other closed loop products. Brifs is managed by BRIFS Market and Exchange LLC ( “we” , “our” , “us” , “Brifs Exchange” , or “Brifs Marketplace” ). Brifs helps to facilitate you ( “user” , “consumer” , “User” , “visitor” , or “you” ) being able to sell, purchase and donate gift cards, other similar pre-paid closed-loop products, merchandise credits, vouchers, and gift codes in electronic form (collectively, “Gift Cards” ).
By clicking “I agree” on Brifs or otherwise using Brifs, you agree and acknowledge that you have fully read and consented to be bound by these Terms of Service (the “Terms of Service” ). These Terms of Service are a binding agreement and apply to you and all registered Users, visitors or other persons who access, browse and/or otherwise use Brifs to sell or buy any Gift Cards or use any of the services available on Brifs. These Terms of Service set forth your rights and responsibilities when you use Brifs, so we ask that you please read them closely. If you do not agree to these Terms of Service, you may not access or use Brifs or any of the services provided on Brifs.
1. Modification of Terms of Service
We reserve the right at all times to update, modify or discontinue any part of these Terms of Service as we deem necessary or desirable, in our sole discretion. If we make changes to the Terms of Service, we will notify you by posting notice of the changes to the Terms of Service on Brifs. Any changes to these Terms of Service will be effective upon the earlier dispatch of an e-mail or other notice to you informing you of changes to these Terms of Service or our posting of notice of the changes on Brifs. We suggest that you revisit our Terms of Service page on Brifs from time to time to ensure that you stay informed of any changes to our Terms of Service. Your use of Brifs after we update the Terms of Service and post it on Brifs will constitute your acceptance of the modified Terms of Service.
2. Registering, Eligibility and User Account
There are no fees to join Brifs, use many of the features on Brifs or to act as a buyer of Gift Cards on Brifs. However, sellers of Gift Cards on Brifs may be charged sales commissions or listing fees as described in Section 3(g) of these Terms of Service, and may be charged Sale Price Reversals, Commission Recoveries and Card Refund Fees described in Section 6(d) of these Terms of Service. Use of Brifs is intended solely for Users who are 13 years of age or older. If you are under the age of 13, you are not permitted to become a User of Brifs or use Brifs. In addition, if you are between the ages of 13 and 17, you may only set up a User Account and/or use Brifs under the supervision of a parent or legal guardian who registers a User Account on Brifs for you and hereby agrees to be bound by these Terms of Service with respect to your use of Brifs. If you serve as a parent/guardian of a minor between the ages of 13 and 17, who seeks to become a User of Brifs and who you have helped set up an User Account, you represent and warrant that:
you are a custodial parent or duly appointed legal guardian of the minor for whom you have established a User Account;
the minor is between the ages of 13 and 17;
that all information you have provided in the User Account establishment process is true and correct;
that the minor you have registered has your authority to use the payment method for which you have entered on Brifs for the minor’s User Account and
you agree to take full legal responsibility for all activity conducted in the minor’s User Account and to be financially responsible for all such activity. If you are under the age of 18, you cannot sell a Gift Card on the Website, even if you have been set up by a parent or guardian to use the other features of Brifs.
We permit limited access to Brifs and services available on Brifs to visitors and visitors who have not registered a User Account. In order to access all of the benefits of Brifs, including the ability to buy and sell Gift Cards, you must set up a User Account. You may only set up one User Account on the Website. Furthermore, you must fully comply with the following requirements:
provide complete, current and accurate information at time of registration,
update all relevant Account information to keep it current and accurate
provide and maintain a valid and current credit card on file at all times if you sell Gift Cards on Brifs,
select a security code for your User Account that is not easy to guess or hack, and
maintain the security and confidentiality of your User Account, including any access or use of security codes associated with your User Account, so as to minimize the risk of unauthorized access of your User Account.
Finally, you agree to inform Brifs immediately if you suspect that your User Account at Brifs has been hacked or subject to any unauthorized access or use. You agree that Brifs may verify your information through whatever lawful means it deems reasonable and appropriate, to request additional information to confirm your identity and to deny you access to Brifs if it determines any information provided is suspect, not accurate or cannot be confirmed.
We reserve the right to interrupt your service, your access to your User Account, and/or your access to Brifs or any services or Gift Cards offered on Brifs, with or without prior notice, for any reason, at our sole and absolute discretion. In the event your User Account or access to it is interrupted or terminated for any reason, whether intentionally or unintentionally, we will not be liable for any losses due in whole or in part by such interruption or termination of your User Account or your access to Brifs.
3. Use of Brifs to Purchase, Sell, Store and Redeem Gift Cards
(a) Gift Cards on Brifs and Terms & Conditions.
Brifs allows you to buy, sell, and donate Gift Cards. Brifs is not responsible for any loss or damage resulting from the loss of any such Gift Card or the use of your Brifs user account without your permission.
Notwithstanding the above, Brifs does offer Buyers on Brifs a 12-Month Guarantee under the Return Policy, which ceases to apply to a Gift Card if it is resold on any platform other than Brifs. The 12-Month Guarantee may change from time-to-time and, subject to its then current terms, only covers the purchase price of the relevant Gift Card purchased on Brifs. We do not guarantee any associated savings or discount a Buyer may have received in conjunction with any the Gift Card purchased on Brifs.
Gift Cards may be subject to various other terms and conditions related to a particular Retailer or Gift Card, including, without limitation, various limitations as to use of the Gift Card, combination with other offers, redemption and voucher use rules, and whether a Gift Card can be used online, in store or both. These terms and conditions are generally presented with the Gift Card on the Website and you agree specifically to have read and accepted these particular terms and conditions when you agree to purchase the Gift Card in question on Brifs.
Brifs is not a party to any transaction that you may enter into with the Retailer as a result of your purchasing a Gift Card on Brifs. Brifs is not responsible for the quality of goods or services you acquire from a Retailer or otherwise procure using a Gift Card acquired on Brifs. If a Retailer were to go out of business or go into bankruptcy prior to your use of all the value on their Gift Card, you understand that your sole and exclusive recourse with respect to the unused value of the Gift Card for that particular Retailer is with the Retailer in question (and not Brifs) and, as an unsecured-creditor, you may not be able to recoup the value of any unused Gift Card for such a Retailer. The 12-Month Guarantee does not apply in the circumstances that a Retailer ceases to honor its Gift Cards due to its going out of business, into bankruptcy or similar circumstances.
(b) Seller’s Representations and Warranties.
As a Seller, you represent and warrant that:
Any Gift Card listed for sale on Brifs is a valid and authentic Gift Card and is only being listed for sale on Brifs;
Any Gift Card listed for sale on Brifs is redeemable for the balance stated in connection with the Sale Transaction;
You have not in any way retained a way to redeem the Gift Card after the Sale Transaction;
You are the sole lawful owner of the Gift Card and all interests thereto and that the Gift Card has been obtained in a lawful manner;
If you convert a physical Gift Card to a digital Gift Card on Brifs, you agree to retain the physical Gift Card for 180 days from the Sale Transaction and remit to Brifs upon request;
The Gift Card is not subject to any liens, obligations, restrictions or encumbrances of a third party;
The Gift Card is in your physical possession or, in the case of electronic Gift Cards, in your sole control;
You will only list Gift Cards that can be used or sold in the U.S.; and
You will comply with all other requirements to complete the Sale Transaction, including without limitation, any shipping instructions or procedures required by the Brifs. See Shipping & Delivery on the Website to understand the shipping requirements for any physical Gift Cards sold on Brifs.
(c) General Rules of Conduct on Brifs.
By using Brifs and setting up a User Account, you agree to the following rules when visiting or transacting on Brifs:
You cannot purchase more than $10,000 worth of face value Gift Cards per day;
You cannot list a Gift Card in excess of $2,000 in face value;
Electronic Gift Cards must have a minimum balance of $5 and physical gift cards must have a minimum balance of $10;
The Gift Card must be able to used within the U.S.;
You may not list a Gift Card for more than its face value;
You may not create more than one User Account on Brifs;
You must reside in the U.S. and transact any purchase or sale transaction on Brifs only from within the U.S.;
To be a User of Brifs, you must always maintain a valid and up to date credit or debit card (with available funds) on file with your User Account;
To be a Seller on Brifs, you must have a valid and current credit card on file with your User Account;
You may not use or redeem any Gift Card you list for sale on Brifs while it is listed or after it is sold on Brifs;
You may only sell Gift Cards for which you are the rightful legal owner and which you have obtained legally and in accordance with any applicable terms and conditions of such Gift Card;
You will not allow your User Account to have a negative balance;
Your User Account is for your own personal use and you are not permitted to have a friend or other person use your User Account on Brifs;
You are responsible for your own tax reporting (if applicable) and payment of any applicable taxes with respect to any Sales Transactions on Brifs; and
You may not use Brifs in any manner that is illegal, fraudulent or otherwise inconsistent with, or in violation of, the Terms of Service or applicable law.
(d) Selling Gift Cards.
When you sell a Gift Card on Brifs, you agree to transfer ownership of the Gift Card and all of your interest in the Gift Card to the buyer in return for a payment in the amount designated in the Gift Card sale transaction on Brifs (“Sale Transaction”). In each Gift Card Sale Transaction that is completed in accordance with the Terms of Service, you will receive an amount equal the price at which you sell a Gift Card on Brifs, less the applicable sales commissions, which is covered in paragraph (g) below. As a Seller on Brifs, you may set the price at which you wish to sell your Gift Card(s) on Brifs and you may remove any Gift Card from Brifs prior to its sale in accordance with these Terms of Service. In addition, you may authorize Brifs to automatically adjust your Gift Card sale price and/or commission rate for your Gift Card(s) on Brifs; subject to certain parameters you will agree to at the time you place your Gift Card for sale on Brifs. Once a Buyer has confirmed a Sale Transaction for a Gift Card, that Gift Card cannot be removed from Brifs and Seller is bound to sell that Gift Card at the price set forth in the Sale Transaction. Similarly, once a Buyer has confirmed a purchase of a Gift Card on Brifs, that sale is final and cannot be unilaterally canceled by the Buyer. Listing a Gift Card on Brifs will not ensure that the Gift Card will sell on Brifs. Brifs may remove a listing of a Gift Card for sale on Brifs for any reason and at any time, including if the Gift Card has not sold over a period of time or if Brifs has any concerns related to the sale of any particular Gift Card.
(e) Gift Card Sale Transaction Verification & Payment Processing.
No Sale Transaction is complete, and Brifs will not facilitate the payment of funds to a Seller for a Sale Transaction, until Brifs verifies (i) the balance on all Gift Card(s) associated with such Sale Transaction (to the extent possible), (ii) other details related to the Gift Card(s) sold, (iii) the Buyer of the Gift Card(s) in the Sale Transaction and (iv) the Seller of the Gift Card(s). As a part of the verification process, Brifs may require a Seller or Buyer to provide additional identification information, including, without limitation, a copy of a valid driver's license (or other form of identification) prior to or after listing Gift Cards for sale. In addition, as a part of the verification process, the Seller authorizes Brifs to charge to the Seller’s credit card a $1.00 authorization charge (or such other amount identified to Seller at time of verification on Brifs), which amount will be refunded following successful authorization. Users may also be asked to go through additional security procedures and share additional information to confirm their identity. Brifs reserves the right to reject any Gift Card(s) that we believe (in our sole discretion) may: (i) be fraudulent, invalid, inauthentic or stolen, (ii) have come from an unauthorized or illegal source, (iii) be related to any illegal activity or (iv) otherwise pose a financial risk to us, our Users, or Retailers. Not all Gift Cards can be sold on Brifs. Brifs accepts no responsibility for any Gift Card listed on Brifs and reserves the right to refuse to process or sell any Gift Card on Brifs and may cancel any Sale Transaction in its sole discretion.
Certain payment processing services for Brifs are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms of Service or using Brifs, you further agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of us enabling payment processing services through Stripe, you agree to provide us accurate and complete information about you, and if applicable, your business. You further authorize us to share all such information, including all transaction information, related to your use of the payment processing services provided by Stripe.
(f) Risk of Loss & Shipping.
Brifs accepts no liability for any lost or damaged packages, or packages altered in transit, whether in transit to the Buyer or in return transit to the Seller. You are responsible for properly shipping any physical Gift Cards sold on Brifs to the Buyer of the Gift Card(s), in accordance with our shipping practices found on the Website. When acting as a Seller you agree that until the Buyer receives all Gift Cards associated with a Sale Transaction, you retain title in the Gift Card(s) and remain liable for all risk of loss. Once a Sale Transaction has been confirmed through our confirmation process and the sold Gift Card’s title is transferred to the Buyer, the Buyer is then fully responsible for such Gift Card.
(g) Commission and Seller Fees.
In connection with all sales of Gift Cards on Brifs, Brifs charges the Seller of a Gift Card a Sales Commission as well as a listing fee of $1.00 plus 3% of the balance of the relevant physical Gift Card. For example, if you sell a Gift Card with a balance of $100 and a sale price of $90, the sales commission is $3.00, the listing fee is $1.00, and Brifs will pay $86.00 to you via your selected payment method upon consummation of the Sale Transaction.
(h) Payment Options & Fees for Buyers and Sellers.
When you make a purchase on Brifs, whether on the website or applications, Brifs accepts various forms of payment, including credit cards, debit cards, and credit provided by us in your User Account, however it is your responsibility to retain the relevant payment card (if any) for purpose of any refund transaction from Brifs. By making the purchase on Brifs, you warrant that you are authorized to use the designated debit or credit card or other payment method and you authorize us to charge your designated credit or debit card or other payment method for any order you place on Brifs. When you provide your payment information, you authorize us (or a third party payment processor) to process and store your payment and related information. In the event that the designated credit or debit card or other payment method cannot be verified, is invalid or is otherwise not acceptable to Brifs, we may
(i) suspend or cancel your order automatically,
(ii) prohibit you from buying and/or selling Gift Cards on Brifs until a valid, verifiable credit/debit card is on file with your User Account and/or
(iii) suspend or terminate your account on Brifs. Payment card processing fees may apply even if the designated debit or credit card has expired or changed by the time we submit the charges to your card.
We are not responsible for any debit card or overdraft fees associated with any order you use a debit card for. You agree to fully cooperate with Brifs in an effort to resolve any problems we encounter in order to process your requested order on Brifs.
Sellers will receive cash payment for a Gift Card sold on Brifs via PayPal, subject to the terms below. Under certain circumstances, you may have the ability to receive a credit in your user account to be exclusively used on Brifs, as consideration for the sale of a Gift Card on Brifs. The terms of such credit will be set forth on the Website. In addition, you are required to have a valid credit card on file with Brifs at all times, to enable Brifs to exercise its recourse rights set forth in Section 6(d) below. Upon request from the Seller for any proceeds credited to Seller’s account for the sale of a Gift Card and subject to Brifs’s recourse set forth in Section 6(d), Brifs will pay the requested amount as follows:
Payment by PayPal or check may be subject to additional fees identified at the time you select your payment method and PayPal may assess additional charges and fees that Brifs is not responsible for;
Each Seller may make one payment request per day;
If you sell a certain number of Gift Cards on Brifs, you may be eligible for other payment methods;
4. Authorized Use & Termination of Access.
You can use Brifs only for its intended purposes and solely in accordance with these Terms of Service. Subject to your full compliance with these Terms of Service, Brifs grants you a limited, nonexclusive, non-sublicensable license to access and use Brifs solely for the purpose of purchasing, selling or managing Gift Cards or receiving other available services and features on Brifs. This limited use and access license is revocable at any time by us.
Your User Account with Brifs and any access to the products, services and/or any portion of our Website, including any of our applications, is and shall remain at the sole and absolute discretion of Brifs. Therefore, we reserve the right to temporarily or permanently terminate, suspend, or refuse to permit your access to any portion of Brifs (including any of our applications and your User Account) and any of the services provided on Brifs for any reason, all at our sole and absolute discretion, with or without notice and without liability to you of any kind. You further agree that you will remain bound to the terms of these Terms of Service at all times during any suspension and after termination of your User Account or access to Brifs, with respect to any purchase or sale transactions, occurrences or acts or omissions on your part prior to or during the suspension, or prior to termination. We reserve the right to terminate or change any of the services available on Brifs.
5. Prohibited Activity.
In connection with using or accessing Brifs (including your User Account), whether via the website, our applications or otherwise, you agree not to do, and not to facilitate any third party doing, any of the following (each a “Prohibited Activity” ):
Modify, alter or otherwise make any derivative uses of the Brifs content, trademarks, technology platform or its underlying software, or any portion thereof;
Copy, reverse engineer, decompile, disassemble or attempt to discover the source code of the Brifs technology platform or its underlying software;
Use any automated or non-automated means of data gathering, data mining or extraction methods on or in connection with Brifs, including any use of “robots”, “scrapers”, “spiders”, “readers” or similar devices;
Infringe upon or violate the rights of Brifs, its users, third parties or Retailers;
Download, copy or imitate any portion of the Brifs technology platform, its underlying software and content, or its user interface, or the Website, except as expressly permitted by Brifs;
Use Brifs in any way that could damage, disable, overburden, place excessive demand on or impair our Website, applications or any services we offer via Brifs;
Attempt to gain unauthorized access to
any User’s personal information, personal profile, or User Account or
Brifs and its applications, including but not limited to any Brifs accounts, computer systems and/or network systems, through any means, including via a proxy server, or use any unauthorized access whether or not intentionally acquired;
Aggregate or scrape any content, data or other information from the Website (whether using links, scraping technology or other technical means) to be aggregated or shown with material from other sites or on a secondary site without our express written permission;
Hyperlink to the Website or deep-link to any portion of our Website without our written consent;
Interfere with our Website’s or our applications’ operations, attempt to access or steal any data and information on or related to the Website;
Seek to transact any fraudulent or illegal activity, through any means or corrupt practices, including but not limited to any of the following: hacking, password mining, deceptive impersonation of another person, misrepresentation of your affiliation with a person or entity, hiding or attempting to hide your true identity or location (including via proxy server or otherwise) or providing false, inaccurate or altered documentation, information or identification;
Circumvent or seek to circumvent any security measures or other features meant to protect the security of the Website and Brifs Users’ security;
Make any unsolicited offers, advertisements, proposals, or send junk mail, spam or chain letters to other Brifs users or any other similar type of solicitation not approved of by Brifs in writing;
Upload to Brifs images, content or other material that is illegally obtained, in violation of a third party’s intellectual property rights, or offensive, libelous, defamatory, harassing, threatening, inappropriate, deceptive or misleading in any way;
Send or receive what we reasonably believe to be potentially fraudulent funds or otherwise use Brifs in a manner that we believe is intended to facilitate a criminal or fraudulent activity or enterprise;
Seek to access or use Brifs from a country other than the U.S.;
Use the Website in a manner that results in or may result in complaints, chargebacks, customer refunds, invalid Gift Cards, fees, penalties or other liability to Brifs Marketplace, its other users or partners;
Make any fraudulent, improper or false refund request or claim under the Brifs refund policy or any similar customer guarantees provided by us from time-to-time;
To provide any additional information about yourself as a Seller to the Buyer of a Gift Card or otherwise seek to sell Gift Cards directly to any Buyer on Brifs;
Engage in, or be involved in, any criminal and/or fraudulent activities, including not limited to, the following with regard to any Gift Cards bought and/or sold on Brifs:
use of a Gift Card by the Seller after sale or in a manner that diminishes the value represented on Brifs;
any sale (or attempted sale) of a Gift Card to multiple parties;
the use of any fraudulent or unauthorized payment method to acquire Gift Cards on Brifs;
provision of fraudulent, invalid, stolen or improperly obtained Gift Cards for sale on Brifs or
the use of Gift Cards to perpetrate or facilitate any other criminal activity; and
Use Brifs other than for its intended purposes (including for any malicious, threatening, unethical, harassing, fraudulent or illegal activity) or otherwise in violation of these Terms of Service.
6. Your Liability – Actions We May Take and Fees We May Assess.
General. You are responsible for all chargebacks, fees, fines, penalties and other liabilities incurred by us, any User, a Retailer or any third party caused by or arising out of your breach of these Terms of Service, any Prohibited Activity and/or your use of Brifs.
Actions We May Take – Related to Prohibited Activity or Any Breach of these Terms of Service. If Brifs, in its sole discretion, believes that you have breached these Terms of Service or engaged in any Prohibited Activity, we take various actions to protect Brifs, our Users, Retailers or others from claims, refunds, chargebacks, fees, fines penalties or any other liabilities or exposure. The actions we may take include, without limitation, the following:
We may close, suspend or limit your access to your User Account or Brifs (including limiting your access to your funds and/or your Gift Cards, your ability to sell or purchase Gift Cards or request payment from us);
We may refuse to allow you to be a User or otherwise access Brifs in the future;
We may hold your funds if reasonably needed to protect against the risk of liability, in connection with the sale of potentially Invalid Cards, user refunds or as otherwise provided in this these Term of Uses;
We may terminate any of Gift Card transactions on Brifs and withhold any payments associated with such transactions;
We may contact your bank and/or credit card issuer, Retailers, law enforcement and any other third parties impacted by your activities;
We may investigate any Prohibited Activity or breach of these Terms of Service and may notify and cooperate with appropriate law enforcement agencies;
We can and may share any information related to your User Account, transaction history, payment information and other information related to your usage of Brifs with law enforcement or relevant Retailers, to the extent requested in connection with any investigation into any potentially criminal, fraudulent or Prohibited Activity;
We may use information you provide us or related to your activity on Brifs to investigate any potentially fraudulent or criminal activity or any Prohibited Activity, including to ensure you have not made improper or fraudulent refund requests under any Brifs refund policy or user guarantee;
We may take legal action against you; and
We may, in our sole discretion, terminate all access to this Website, your User Account and our services for any reason and at any time.
- Legal Process & Court Orders.
Actions We Take – Holds and Reserves on Funds and your User Account.
We may, in our sole discretion, take various actions, including placing a hold, reserve or other limitations on your User Account or the funds or credits in your User Account in the event we receive notice of a court order or other legal process that restricts the use of or access to your funds or requires their holding, release, or seizure. We will provide notice of such hold, reserve or limitation, unless the court or law enforcement otherwise directs us not to provide you notice, in which case the court order or other process will supersede any notice obligation in these Terms of Service In addition, in the event we receive a notice of garnishment, lien or levy on your User Account directing us to retain funds or directing us to pay funds from your User Account to a court, government body, agency or third party, we may limit your User Account, hold relevant funds and ultimately disburse funds as necessary.
Invalid Cards, Risk-Based and Verification Reasons
We may, in our sole discretion, place holds on payment of funds to you or reserves on funds in your User Account, under the following circumstances:
- if we provide a Buyer a refund under our return policy for a Gift Card sold by you on Brifs,
- in connection with our recourse in Section 6(d) below. Our determination that you are a higher risk account may be based on a variety of factors, including your activity on Brifs and information we may receive from third parties or otherwise. If we place a reserve or hold on funds in your User Account, you will be informed of such reserve or hold. If your User Account is subject to a reserve, we will provide you notice of this reserve, specifying the terms of the reserve or the policy under which such reserve is being placed.
- until we have been able to complete certain verification procedures relate you and the processing of your Sales Transactions (including third party processor verification requirements) and
- if we believe there may be a high level of risk associated with you, your User Account or your transactions on Brifs,
- as we investigate any Invalid Cards (as defined below), any Gift Card refund requests, or any potentially illegal or fraudulent activity or any Prohibited Activity,
Financial Recourse and Fees We May Assess Against Sellers.
AS A CONDITION TO BEING A SELLER ON BRIFS, YOU HEREBY AUTHORIZE BRIFS TO: (I) CHARGE YOUR PAYMENT METHOD (CREDIT CARD) ON FILE WITH BRIFS, (II) DEBIT YOUR USER ACCOUNT ON BRIFS AND/OR (III) WITHHOLD ANY PAYMENT OWED TO YOU, FOR THE AMOUNTS DESCRIBED BELOW IN THE EVENT THAT ANY GIFT CARD YOU SELL ON BRIFS IS DETERMINED BY US TO BE AN “INVALID CARD,” OR IF ANY GIFT CARD YOU SELL ON BRIFS IS SUBJECT TO A REFUND UNDER OUR THEN CURRENT REFUND POLICY. All of the following amounts will be charged against the funds and/or credits in your User Account and/or your payment method on file with Brifs, and you will be liable to us for any amounts that we could not charge due to insufficient funds or credits in your User Account:
Card Refund Fees, Commission and User Account Adjustments:
In the event you sell any Gift Card through Brifs, that we determine in our sole discretion to be an “Invalid Card” (as defined below) or which we determine is subject to our then current money-back refund policy (the 12-Month Guarantee), we will charge your User Account and/or your payment method on file with Brifs for the full amount of the proceeds that were credited to your User Account for the sale of the Invalid Card (the “Sale Price Reversal” ). You also may also be liable for the full Sales Commission relating to the Invalid Card in question, even if we reduced the Sales Commission to less than twelve percent (12%). In the event you sell an Invalid Card on Brifs, you authorize us to charge your User Account and/or your payment method on file with Brifs for that Sales Commission or portion thereof necessary to ensure that you are charged for the full Sales Commission associated with such Invalid Card (the “Commission Recovery” ). In addition, Brifs may charge your User Account and/or your payment method on file with Brifs a “Card Refund Fee” in amount up to the greater of $20 or 15% of the Gift Card sale price for each such Invalid Card.
An “Invalid Card” is any Gift Card that we determine, in our sole discretion:
to be invalid or not active for any reason, including without limitation if the Gift Card is determined to be fraudulent, counterfeit, stolen, inauthentic, unusable or non-transferable in any way, or we determine that you have resold, used or invalidated the Gift Card;
to be associated with any illegal or fraudulent activity or from an illegal or unauthorized source,
had a zero balance when sold by you or has a lower balance than you represented at the time of sale on Brifs;
is a different brand from what you represented when selling the card on Brifs; or
in the case of a physical Gift Card, was not delivered by you to the buyer on Brifs within 30 days of the date of sale.
In addition to the above fees and remedies, Brifs may seek any and all other forms of recourse against a Seller it determines has sold invalid, fraudulent, inaccurate or illegally obtained Gift Cards on Brifs or any Seller who Brifs determined was involved in any illegal or fraudulent activity in connection with its sale of Gift Cards on Brifs. All of our remedies are cumulative.
Our Right to Reverse Refunds.
In the event Brifs determines, in its sole discretion, that you have mistakenly, improperly or fraudulent sought and received a refund for a Gift Card purchased on Brifs under our then current refund policy, you authorize Brifs to charge your payment method on file (credit card) with Brifs or debit your User Account the full amount of any such improper Gift Card refund(s) requested by you. Furthermore, in this circumstance, Brifs reserves the right suspend or terminate your User Account on Brifs.
Dispute of any Brifs Recourse.
In the event you believe in good faith that there may have been an error in our assessment of any fees, charges or other permitted recourse to your User Account associated with a Gift Card you sold or purchased on Brifs (including the recourse in this Section 6), you may contact Brifs User Services (which information is available on our Website) or your account manager, if applicable. You must provide us with all relevant information to support the reason you believe the recourse we took with regard to your User Account or a particular Gift Card you bought or sold on Brifs was not warranted and we will then, at our discretion, engage in further investigation of the particular matter (to the extent possible) to determine if there was any error in our assessment of any fees or charges to your account or any other similar permitted recourse hereunder. You hereby agree to fully cooperate with Brifs in any such further investigation and to only provide us with full and truthful information. Brifs will communicate its determination (after any such investigation) in accordance with its then existing policies and procedures. The timing and terms of any additional investigative process will be entirely dependent upon our then current policies and procedures related to such matters, which may change from time-to-time. You further agree that Brifs’s determination after such additional investigation (to the extent possible) is final.
7. Delinquent Payments, Negative Accounts & Brifs Recourse.
If your User Account becomes past due (or negative) for any reason, your User Account will be subject to a late payment charge of 1.5% for each thirty (30) day period it is past due, on the balance of the past due amount or the highest amount permitted under applicable law, whichever is lower (the “Late Payment Fee” ). This Late Payment Fee will be charged to your User Account on the last day of each month your User Account has a negative balance. For User Accounts with any amounts past due, Brifs may also deduct the amount owed (plus any accrued Late Payment Fees) from your payment method on file with Brifs or debit such amounts from any proceeds (or credits) on current or future Gift Cards sold by you on Brifs under your User Account or any other User Account we identify as yours or related to yours. In addition, we may close or suspend your User Account for nonpayment or an outstanding negative balance, and you may be responsible for collection and related legal costs we incur. We may also first deduct any amounts (including Late Payment Fees) you owe us from any amount we owe you under your User Account or any related User Accounts. In the event your User Account is suspended or terminated for any reason, any amount due on your account will be immediately due and payable. Closing of User Accounts or opening and maintaining more than one User Account does not alter your total liability to us, and we may combine amounts due to us from multiple User Accounts. We may report information about your User Account to credit bureaus, law enforcement or Retailers, so late payments, missed payments, or other defaults on your account may be reflected in your credit report.
8. Intellectual Property & Trademarks.
Unless otherwise indicated by us, the Brifs Website and all content and other materials therein, including, without limitation, the Brifs trademarks, logos and all other Brifs designs, text, graphics, pictures, information, data, software, sound files, other files made available on Brifs and the selection and arrangement thereof, and any documentation provided to you by or on behalf of Brifs (but excluding any and all trademarks, service marks or other intellectual property of Retailers found on Brifs) are the exclusive property of Brifs. “Brifs” and the Brifs logo and any related slogans are Brifs’s trademarks in the United States and may not be copied or used without the prior written permission of Brifs. Unless explicitly stated by us, nothing in these Terms of Service shall be construed as conferring any ownership in or license to any intellectual property rights, whether by estoppel, implication or otherwise.
All trademarks not owned by Brifs that appear on this Website are the property of their respective owners. Reference to any products, services, merchants or retailers available on Brifs does not constitute or imply any endorsement, sponsorship or recommendation by Brifs. Furthermore, Brifs is not the issuer of any of the Gift Cards available for sale on Brifs, is not the seller of any secondary Gift Cards sold on Brifs and is not related to any of the Retailers whose trademarks and Gift Cards appear on Brifs for sale.
By posting or uploading any information, content or material to Brifs’s Website, you hereby agree to the following:
You hereby grant Brifs an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said information, content or material and to grant and authorize sub-licenses of the foregoing.
You hereby grant Brifs all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction or exploitation of the information, content or material by any party for any purpose.
9. Copyright Complaints.
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, Brifs may also terminate or suspend the account of any user who infringes any intellectual property rights of a third party, whether a repeat infringer or not. If you believe that any user content on Brifs infringes upon any copyright that you own or otherwise control, you may file a notice of such infringement with our Designated DMCA Agent identified below, with the following information in writing:
(i) a physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(ii) a description of the copyrighted work that you claim has been infringed upon;
(iii) a description of where the material that you claim is infringing is located on the Website;
(iv) your address, telephone number, and email address;
(v) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Designated DMCA Agent: Attn: DMCA Copyright Agent, Brifs.co Legal Department, 204 East 4th Street, Suite H, Santa Ana, CA 92701, Email: email@example.com
10. Links to Other Websites.
Brifs may link to third-party websites, services, and applications ( “Other Websites” ). These links are provided as a convenience to you and not because we endorse these Other Websites. We are not responsible for the content or the accuracy of materials on these Other Websites, or the privacy practices of these Other Websites. If you decide to access any Other Website, you do so at your own risk and we are not responsible for any damages or liabilities caused or alleged to be caused by any use of the Other Websites.
11. Your Privacy.
12. Electronic Communications.
When you use Brifs or otherwise send emails to Brifs, you are communicating with us electronically and you consent to receive electronic communications related to your use of Brifs, including push notifications. We will communicate with you by email, push notification or by providing notices on the Website. You agree that any communication we may send you via email or push notification will satisfy any legal requirement that any such communication be in writing. Any notice delivery by Brifs via email will be effective when sent to the email address you provided to Brifs or from which you otherwise email us. You further agree that you are responsible for maintaining an active email account on file with your User Account and for any spam-filters (or similar content blockers) that may impact a Brifs communication to you.
13. Disclaimer of Warranties & Waiver of Claims.
BRIFS IS NOT THE ISSUER OF THE GIFT CARDS SOLD ON BRIFS AND IS NOT RESPONSIBLE FOR WHETHER OR HOW A PARTICULAR RETAILER HONORS SUCH GIFT CARDS, PARTICULARLY IN THE CIRCUMSTANCE WHEN A RETAILER GOES OUT OF BUSINESS OR IS IN BANKRUPTCY OR LIQUIDATION. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT YOU WILL NOT SEEK RECOURSE AGAINST (AND HEREBY WAIVE ANY AND ALL CLAIMS AGAINST) BRIFS IN THE CIRCUMSTANCE THAT A RETAILER DOES NOT HONOR A GIFT CARD BECAUSE IT IS UNABLE TO PAY ITS DEBTS, GOES OUT OF BUSINESS, LIQUIDATES, GOES BANKRUPT, OR OTHERWISE REORGANIZES. FURTHERMORE, BRIFS IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM LOST OR STOLEN GIFT CARDS IN YOUR USER ACCOUNT OR USE OF YOUR BRIFS ACCOUNT (AND ANY GIFT CARDS THEREIN) WITHOUT YOUR PERMISSION.
14. Limitation of Liability.
15. Indemnification & Release.
You agree to defend, indemnify and hold us (and our affiliates, subsidiaries and our and their respective officers, directors, employees and agents (collectively with Brifs Marketplace, Inc. the “Indemnified Parties”)) harmless from any claim or demand made by any third party due to or arising out of or related to:
(i) your breach of these Terms of Service,
(ii) your improper use of the Website or Brifs’s services,
(iii) your violation of any third parties’ intellectual property rights,
(iv) your intentional misconduct, fraudulent acts or gross negligence,
(v) any content you provide on the Website or
(vi) your violation of any applicable law, including any applicable tax laws. You agree to pay any and all losses, costs, damages and expenses (including reasonable legal fees and expenses) (collectively “Damages”) for which any Indemnified Party is found liable in respect of any such claim or demand and to reimburse each Indemnified Party immediately for any Damages that the Indemnified Party has directly incurred, suffered or paid. You hereby recognize that Brifs is not the issuer of any Retailer Gift Card sold on Brifs and not the seller of any secondary Gift Cards sold on Brifs. To the extent permitted under applicable law, you agree to release Brifs from any claim or liability arising out of or related to (x) how and whether a Retailer honors its Retailer Gift Card(s) purchased on Brifs and (z) any Retailer’s failure to honor a particular Retailer Gift Card purchased by you on Brifs.
16. Legal Disputes
By using this Website and agreeing to these Terms of Service, you agree that any claim, dispute, or controversy you may have against Brifs arising out of, relating to, or connected in any way with these Terms of Service, this Website, or the purchase or sale of any Gift Cards or any other services offered on Brifs (a “Dispute” ), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ( “AAA” ) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA, including, without limitation, the AAA Supplementary Procedures for Consumer Related Disputes, available at http://www.adr.org. ( “Rules and Procedures” ); except that you may bring a qualifying claim over a Dispute in a small claims court. The provisions of this Section 14 shall constitute your and Brifs’s written agreement to arbitrate Disputes under the Federal Arbitration Act (“Dispute Agreement”) and that you and Brifs are each giving up the right to go to court and have a Dispute heard by a judge or jury (except for the limited exclusion above in a small claims court or in the context of injunctive relief permitted below).
You agree further that:
(a) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and Brifs;
(b) the arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law;
(c) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or Brifs’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; and
(d) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Brifs will pay as much of your filing, arbitration and hearing fees in connection with the arbitration as the arbitrator deems necessary (not to exceed $10,000) to prevent the arbitration from being cost-prohibitive. Brifs agrees not to seek attorney’s fees and costs in arbitration unless the arbitrator determines the Dispute was frivolous. The arbitration shall be conducted based on written submission unless you request and/or the arbitrator determines that a telephone or in-person hearing is necessary.
No Class Action.
We each agree that we shall bring any Dispute against the other in our respective individual capacities and not as a plaintiff or class user of a purported class, representative proceeding or as an association. We each agree that any Dispute will be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator may not vary these terms.
Choice of Law & Forum. Any and all Disputes shall be governed by the laws of the State of California without regard to any conflicts of laws provisions. In the event any Dispute were to proceed in court, you agree that
the federal and state courts of the state of California and Orange County shall have exclusive jurisdiction to adjudicate any such Dispute,
you and Brifs irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for the resolution of such Disputes and
you and Brifs agree to irrevocably waive any right to a trial by jury.
Injunctive Relief. Notwithstanding anything to the contrary in this Dispute Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or related to the infringement of a party’s intellectual property or any conduct that violates Section 5 of these Terms of Service.
Severability. If Section 16(b) above or Section 16(a),(c) above is ruled to be unenforceable, then Section 16(a) shall be deemed unenforceable, but the rest of this Section 16 shall remain in full effect.
17. Miscellaneous Provisions
Force Majeure Brifs shall be excused from performance under these Terms of Service, to the extent it is delayed or prevented from performing, as a result of any event or series of events caused by:
weather conditions or elements of nature or acts of god,
acts of war, terrorism, insurrection, riot, political unrest,
error or disruption to computer hardware, networks or software failures or of third party providers or
other causes beyond the reasonable control of Brifs.
Assignment These Terms of Service are not assignable, transferable or sublicensable by you except with Brifs’s prior written consent. Brifs may transfer, assign or delegate these Terms of Service and its rights and obligations hereunder without consent.
Severability & Subject Headings To the extent that any term is deemed invalid or unenforceable by a court of law with jurisdiction over the matter, that term shall be severable and not affect the validity of remaining terms. The section headings used herein are for convenience only and shall be of no legal force or effect.
Notice Any notice to the Website that is required or permitted by these Terms of Service shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to Legal@Brifs.co, when delivered in person by nationally recognized overnight courier, or when mailed by first class, registered or certified mail, postage prepaid, to 204 East 4th Street, Suite H, Santa Ana, CA 92701, Attn: Legal.