Terms of Service

• Spare Change is a service which allows you to buy "Change" and exchange "Change" for goods and services with members of the Spare Change Network.
• Spare Change includes a network of Facebook applications, developers, sites and other online entities which agree to accept "Change" in exchange for providing consumers with various goods and services.
• Spare Change is not a real-world currency, has no monetary value and cannot be used or exchanged for value outside of the Spare Change Network.
• Spare Change is a service provider and is not responsible for content on sites using Change.
• Spare Change provides its service to you subject to this Terms of Service, which may be updated by us from time to time without notice to you.
• Spare Change is not a money services business (MSB) or money remitter.
• Spare Change may not be used to send or receive payments for any form of gambling activities, including activities that are lawful in the jurisdictions in which they are conducted.

• "Buyer" shall mean a Person that uses the Spare Change Services for the purpose of using Change for goods and services purchased online.
• "Change" means the "credits" bought by Buyers and exchanged with Sellers.
• "Chargeback" shall mean the procedure in which a payment that is settled is returned to Spare Change for any reason.
• "Gambling Activities" shall include all gambling activities, including, but not limited to, online gambling as defined under the US Unlawful Internet Gambling Enforcement Act of 2006, wagers prohibited under the US Professional and Amateur Sports Protection Act, and lotteries.
• "Payment" shall mean the submission of Change by a Buyer for the purpose of paying Seller for goods and services related to a Transaction.
• "Person" shall mean any individual, firm, corporation, business trust, partnership or other entity and shall include any successor (by merger or otherwise) of such entity.
• "Seller" shall mean a Person that completes the registration process and is approved by Spare Change to use Spare Change Services for the purpose of receiving Change for goods and services provided.
• "Transaction" shall mean a completed online purchase for which Buyer submits a Payment to Seller via the Spare Change Services.
• "User" shall mean either Buyer or Seller, as applicable.
• "User's Account" shall mean a unique identifier issued to each Seller or Buyer for the purpose of providing Spare Change Services to such User.

Subject to the terms and conditions of this Agreement, with respect to Seller, Spare Change shall perform the following services:

• Create and host a User Account on behalf of Seller upon Spare Change’s verification and approval of information submitted by Seller during the registration process.
• Withdraw Spare Change from Buyers accounts on behalf of the Seller for product and services delivered by the Seller.
• Redeem Spare Change for U.S. dollars, after deduction of applicable fees, penalties, fines, and/or Chargebacks.
• Remit to Seller, U.S. dollars, in the form of a check payable from Spare Change to the seller, in exchange for redeemed Change. In the event Spare Change remits funds to Seller and the funds are returned to Spare Change as undeliverable, Spare Change will contact Seller to attempt resubmission of the funds.
• Provide to Seller customer support services to address Seller inquiries regarding its use of Spare Change Services.
• Calculate and report the Seller’s Community Score. The Seller's Community Score is the percentage of refunds relative to the total purchases made by all buyers. For example, if a Seller has $100 in purchases, and $2 in refunds, the Seller Community Score would be 98%.

In addition to any other rights Spare Change has under this Agreement and applicable law, Spare Change reserves the following rights with respect to providing Spare Change Services hereunder:

• Spare Change may, at any time, in its sole discretion, decline or rescind any Payment due to a Buyer Refund, a Buyer Chargeback, reversal of a fraudulent transaction, or reversal of a system error.
• Spare Change may, at any time, in its sole discretion, take any reasonable and lawful measures to verify Seller's identity and to otherwise conduct investigations to protect Spare Change's interests.
• Spare Change may, at any time, in its sole discretion, suspend Seller's User Account or terminate this Agreement with Seller if Spare Change has good faith reason to believe that Seller is not in compliance with applicable laws, rules, regulations, statutes, ordinances, or the terms and conditions of this Agreement, provided that Spare Change will provide Seller with written notice by e-mail of any such suspension or termination.
• Spare Change may, at any time, it its sole discretion, suspend Seller's User Account or terminate this Agreement with Seller if Spare Change reasonably believes that Seller's Community Score poses a risk to Spare Change's interests.
• Spare Change may, at any time, in its sole discretion, use third parties to facilitate or perform all or any part of the Spare Change Services, provided that any such third parties shall be bound in writing to uphold Spare Change's commitments under the then current Spare Change Privacy Statement. Seller expressly confirms, consents, and authorizes all such third party service providers to undertake and perform their respective responsibilities in connection with Seller's use of Spare Change Services, including, without limitation, use and disclosure of Seller's nonpublic personally identifying information.

Seller is not permitted to use Spare Change Services to receive payments for any Transaction involving any of the following:

• Where the total payment amount exceeds one thousand U.S. dollars (US $1000.00);
• Gambling, wagering, or lotteries;
• Controlled substances, prescription drugs, steroids, or paraphernalia;
• Goods with a future shipping date exceeding five (5) business days from the close of the Transaction;
• Copyrighted materials where the Seller does not have the proper license or right to sell such materials;
• Any unlawful activity.

To use Spare Change Services, Seller must be in full compliance with the terms and conditions of this Agreement, including the following:

• Seller must provide complete, true, current, and accurate information as prompted during the Spare Change registration process. Information required may include, without limitation, name, address, telephone number, e-mail address, Seller's applications Seller intends to accept payments through Spare Change. Seller must keep current, accurate, and complete all information contained within the Seller's User Account for so long as the Seller's User Account remains active.
• Seller's use of Spare Change Services on any site is permitted only with respect to a current and valid user account issued by the site for which Seller is the authorized site developer.
• Seller expressly consents and authorizes Spare Change to exercise all reasonable and lawful measures to verify the information provided by Seller upon Seller's completion of the registration process and on an ongoing basis for so long as Seller's User Account remains active.
• At the time of registration and for as long as Seller uses Spare Change Services, Seller must have a valid address which Spare Change can remit funds as applicable.
• Seller understands and agrees that Spare Change shall be entitled to debit Change from Seller's Account, in the event of a refund, Chargebacks, or other reasonable circumstances warranting any such debit.
• Seller shall not disclose its User Account information or password to any third party. Seller assumes all responsibility, liabilities, damages, or other losses resulting from Seller's disclosure of its User Account information to a third party or resulting from Seller's negligence in maintaining the confidentiality of Seller's User Account information. Seller agrees to immediately notify Spare Change of any unauthorized use of Seller's User Account information or any other breach of security with respect to Seller's Card, Seller's Bank Account, Seller's User Account.
• Seller shall not accept bets or wagers within the scope of The Unlawful Internet Gambling Enforcement Act of 2006 and Seller agrees that Spare Change may withhold any payment that colorably may be interpreted as a bet or wager under the The Unlawful Internet Gambling Enforcement Act of 2006 (the "Act"). If Spare Change does withhold such a payment, Seller's sole remedy shall be to recover the amount of such bet or wager, without attorney's fees or any other costs or damages, by fully demonstrating that the transaction does not fall within the provisions of the Act. Further, Seller agrees that upon written request by Spare Change, Seller will fully respond to any inquires regarding any contest, sporting event, game, lottery or wager by supplying full details of implementation and procedure. Until such response is accepted by Spare Change, Seller agrees that Spare Change may withhold any payments that reasonably may be determined to be bets or wagers.

In consideration of the Spare Change Services provided to Seller under this Agreement, for each Transaction, Seller agrees to pay the fees set forth below ("Seller Fee").

• For each Transaction, the Seller Fee will be deducted from the Total Amount submitted by the Seller for such Transaction and received by Spare Change ("Net Payment").
• Spare Change will remit Payments on the last day of each calendar month as accrued to the 20^th of each calendar month.

Subject to the terms and conditions of this Agreement, with respect to User, Spare Change shall perform the following services:

• Create and host a User Account on behalf of User upon Spare Change's verification and approval of information submitted by User during the registration process, if applicable;
• Fund a Spare Change account using an acceptable Payment Method, for example PayPal, credit card, or Mobile Phone.
• Allow the user to send Spare Change to a user's friends.
• Allow the user to request Spare Change from a user's friends.
• Request a refund for the most recent PayPal, bank or credit card deposit in the last 30 days.
• Earn Change by using marketing offers provided by 3rd party marketing partners.
• Buyer's cannot redeem change for monetary value.
• Allow the user to remit to the appropriate Seller, Change applicable to the Transaction for which User submits a Payment using Spare Change.
• Calculate and report the Buyer's Community Score. The Buyer's Community Score is calculated by a proprietary algorithm determined by Spare Change. Sellers may reject payments on the basis of a low score, to be determined entirely by the seller.
• Provide to User standard customer support services to address User inquiries regarding its use of Spare Change Services.

To use Spare Change Services, Buyer must be in full compliance with the terms and conditions of this Agreement, including the following:

• Buyer must provide complete, true, current, and accurate information as prompted during the Spare Change registration or Payment process. If Buyer creates a User account, Buyer must keep current, accurate, and complete all information contained within the Buyer's User Account for so long as the Buyer's User Account remains active.
• Buyer expressly consents and authorizes Spare Change to exercise all reasonable and lawful measures to verify the information provided by Buyer upon Buyer's completion of the registration or Payment process and if Buyer has a User account on an ongoing basis for so long as Buyer's User Account remains active.
• Buyer shall not use any Seller information for any purpose other than for paying for the goods and services as a result of a Transaction, including communicating with Sellers for such purposes. Buyer agrees not to rent, sell, or otherwise disclose any Seller information to any third party.
• Buyer shall not defraud Sellers, other buyers, or Spare Change, or act in bad faith. If the Buyer is determined to be acting outside of reasonable community standards, Spare Change may at its sole discretion, remove the user's Spare Change balance, and/or prohibit the user from using Spare Change, and/or "blacklist" the user on a publically available "blacklist".
• Buyer shall not create false personas, multiple identities, or use payment sources which are not explicitely owned by the Buyer.

User further represents and warrants that User has full right and authority to register for and use the Spare Change Services and to enter into this Agreement.

User further represents and warrants that it will, at all times during the term of this Agreement, comply with all applicable laws, regulations, statutes, ordinances, and the terms and conditions of this Agreement.

SPARE CHANGE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. THIS DISCLAIMER OF WARRANTY EXTENDS TO USER AND USER'S CUSTOMERS AND IS IN LIEU OF ALL WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WITH RESPECT TO THE PRODUCTS AND SERVICES, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

EXCEPT AS OTHERWISE EXPRESS SET FORTH IN THIS AGREEMENT, USER UNDERSTANDS AND AGREES THAT SPARE CHANGE SHALL BEAR NO RISK WITH RESPECT TO USER'S SALES OF ITS PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH CREDIT CARD FRAUD OR CHARGEBACKS.

Spare Change does not act as the agent or representative of any Destination Bank or the National Automated Clearing House Association for any purpose and does not accept deposits on behalf of any bank or financial institution. Spare Change accepts no responsibility to User for any acts or omissions of the Destination Bank or intermediary financial institutions. Spare Change does not endorse or recommend the services of any specific bank or financial institution.

User agrees to defend, indemnify, and hold harmless Spare Change, its parent, affiliates, officers, directors, employees and agents, and the successors and assigns of the foregoing, from and against any and all damages, costs, losses and expenses (including reasonable attorneys' fees) and other liability to third parties arising out of User's breach of any terms and conditions contained in this Agreement or User's violation of any law or rights of a third party relating to User's use of Spare Change Services.

UNDER NO CIRCUMSTANCES SHALL SPARE CHANGE, ITS PARENT, AFFILIATES, OR EMPLOYEES BE LIABLE TO USER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF Spare Change HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR USER'S LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE

THE ENTIRE LIABILITY OF SPARE CHANGE, ITS PARENT, AFFILIATES, OR EMPLOYEES TO USER OR ANY THIRD PARTIES UNDER THIS AGREEMENT, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE ACTUAL OUT OF POCKET DIRECT DAMAGES INCURRED BY USER. IN NO EVENT SHALL Spare Change, ITS PARENT, AFFILIATES, OR EMPLOYEES BE LIABLE TO USER IF LOSSES RESULT FROM ANY OF THE FOLLOWING CONDITIONS:

• use of Spare Change Services in a manner that violates applicable laws, regulations, statutes, ordinances, or the terms and conditions of this Agreement
• losses or delays in transmission of instructions arising out of the use of any Internet access service provider or caused by any browser or other software;
• User's provision of incorrect or incomplete information to Spare Change;
• User's payment instructions are not given sufficiently in advance to allow for timely provision of the Spare Change Services requested by User;
• malfunction or inoperability of any equipment or systems of which User knew or had been advised before User started any transmission to Spare Change;
• insufficient credit of User's Payment to cover the amount of the Payment;
• circumstances beyond Spare Change's reasonable control, such as, but not limited to, power outages, fire, flood, mechanical, telecommunications or systems failures, despite reasonable precautions taken by Spare Change;
• interception of payments by legal process or other encumbrances restricting execution of the payment,
• suspension or termination of the User Account for any reason;
• Spare Change's inability to confirm User's identity; or,
• suspected fraud.

This Agreement shall commence on the date you add this application. Thereafter, the Agreement shall remain in full force and effect until either party terminates this Agreement by written notice to the other party with or without reason. This Agreement may be terminated by User anytime by contacting Spare Change customer support, writing a letter of termination to Spare Change at the "Notice" address below, or by logging into the applicable User Account and indicating that the User Account shall be closed.

The content and all intellectual property pertaining to the Spare Change website and Spare Change Services and contained therein (including but not limited to copyrights, patents, database rights, trademarks and service marks) are owned by Spare Change or third parties, and all right, title and interest therein and thereto shall remain the property of Spare Change and/or such other third parties. The Spare Change website and Spare Change Services may be used only for the purposes permitted by this Agreement or described on the Spare Change website. User is authorized solely to view and to retain a copy of the pages of the Spare Change website for User's own personal use. User may not duplicate, publish, modify, create derivative works from, participate in the transfer or sale of, post on the World Wide Web or elsewhere on the Internet, or in any way distribute or exploit the Spare Change website, Spare Change Services, or any portion thereof for any public or commercial use without the express written permission of Spare Change. Except as provided in the following section, User agrees not to remove or alter any copyright, trademark or other proprietary notice or legend displayed on the Spare Change website or printed pages thereof. The name Spare Change and other names and indicia of ownership of Spare Change's products and/or services referenced on this site are the exclusive marks of Spare Change. Other products, services, and company names appearing on the site are the trademarks of their respective owners.

Without limiting any of Spare Change's rights, Spare Change grants to Seller a non-exclusive, limited, non-transferable, revocable license to display on Seller's online listing on the relevant web site ("Listing") one or more of the links to the Spare Change website made available to Seller on the Spare Change website ("Links to Spare Change") solely for the purpose of providing access from Seller's Listing to the Spare Change website. The Links to Spare Change must be displayed exactly as presented on the Spare Change website and in a manner that avoids the creation or impression of sponsorship of Seller, Seller's merchandise, or Seller's Listing by Spare Change. Seller may not make any representations, warranties, or other statements about Spare Change, the Spare Change website or Spare Change Services, without the prior written consent of Spare Change. Seller may not display the Link to Spare Change on any Listing or web site promoting, displaying, or containing advertising concerning illegal, fraudulent, speculative, deceptive, manipulative, gambling, investment, insurance, obscene or offensive activity or use the Link to Spare Change in connection with a stored value program.

This Agreement will be deemed entered into in California and will be governed by and interpreted in accordance with the laws of the State of California, excluding (i) that body of law known as conflicts of law and (ii) the United Nations Convention on Contracts for the International Sale of Goods. The parties agree that any dispute arising under this Agreement will be resolved in the state or federal courts in Santa Clara County, California, and the parties hereby expressly consent to jurisdiction therein.

This Agreement may not be transferred or assigned by User without the prior written consent of Spare Change. Any attempts by User to assign any of its rights or delegate any of its duties hereunder without the prior written consent Spare Change shall be null and void.

This Spare Change Services Agreement and most current version of the Spare Change Privacy Statement constitute and contain the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.

This Agreement may not be modified or amended, including by custom, usage of trade, or course of dealing, except by an instrument in writing signed by duly authorized employees of both of the parties hereto. The waiver by either party of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself. Spare Change reserves the right to amend this Agreement at any time, at its sole and absolute discretion, by posting the amended agreement on the Spare Change website, provided that Spare Change gives Users notice by e-mail of any such amendments no less than fifteen (15) calendar days from the effective date of such amended agreement. User's use of the Spare Change Services on or after the effective date of any such amended agreement shall constitute User's acceptance of the terms and conditions of the amended agreement.

The provisions of this Agreement relating to payment of any fees or other amounts owed, confidentiality, disclaimers, warranties, limitation of liability, indemnification, governing law, severability, headings, and this paragraph shall survive any termination or expiration of this Agreement.

If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.