Welcome to Raise, operated by Raise Marketplace, LLC. (“we”, “our”, “us”, “Raise”). Raise is available through our mobile app and website, where you can purchase and redeem gift cards, gift codes, and other similar pre-paid closed-loop products issued by third-party Merchants in electronic form (collectively, “Gift Cards”). These Gift Cards can be used to purchase goods or services from participating merchants (“Merchants”) in-person or online. Raise may permit certain users to purchase Gift Cards on the Raise website without creating a Member Account (“Guest Checkout”), as further described in Section 3. Guest Checkout is available on the web only (not in the App), is limited to cryptocurrency payments, and does not include Member benefits such as Raise Cash earnings or redemption, RaiseOne balance use, or account-based promotional offers. A valid email address is required to complete a Guest Checkout purchase in order for Raise to deliver the purchase confirmation, receipt, and any related transaction communications. The App offers you multiple options for purchasing Gift Cards. You can choose to use your preferred payment method or opt for Raise Cash if available as elaborated below.

By clicking "I agree" on the App or otherwise using the App, you agree and acknowledge that you have fully read and consented to be bound by these Terms of Use (the "Terms of Use"), the App's Privacy Policy, and any additional or different terms and/or conditions that may apply to your use of the App or to a service or product offered via the App (in each such instance and collectively, "Additional Terms"). If you do not agree to these Terms of Use, you may not access or use the App or any of the services provided on the App. It is your responsibility to read the Terms of Use carefully and periodically review the Terms of Use as posted on the Raise Website and/or app. Your continued use of the Services shall signify your acceptance to be bound by the then-current Terms.

SECTION 16 OF THESE TERMS OF USE CONTAINS AN ARBITRATION CLAUSE AND A CLASS ACTION AND TRIAL BY JURY WAIVER. IT AFFECTS HOW DISPUTES WITH Raise ARE RESOLVED. BY ACCEPTING THESE TERMS OF USE, YOU AGREE TO BE BOUND BY THE ARBITRATION PROVISION AND THE CLASS ACTION AND TRIAL BY JURY WAIVER.

SECTION 4 OF THESE TERMS OF USE CONTAINS INFORMATION ON YOUR GIFT CARDS PURCHASES VIA THE APP INCLUDING THE APP'S NONREFUNDABLE PURCHASE POLICY. BY ACCEPTING THESE TERMS OF USE, YOU AGREE TO BE BOUND BY THE NONREFUNDABLE PURCHASE POLICY.

We reserve the right at all times to update, modify or discontinue any part of these Terms of Use as we deem necessary or desirable, in our sole discretion. Changes to the Terms of Use, we will notify you by posting notice of the changes to the Terms of Use on Raise. Any changes to these Terms of Use will be effective upon the earlier dispatch of an e-mail or other notice to you informing you of changes to these Terms of Use or our posting of notice of the changes on Raise. We suggest that you revisit our Terms of Use page on Raise from time to time to ensure that you stay informed of any changes to our Terms of Use. Your use of Raise after we update the Terms of Use and post it on Raise will constitute your acceptance of the modified Terms of Use.

There are no fees to join Raise, use many of the features on Raise or to act as a buyer of Gift Cards on Raise. You can join Raise by registering and setting up a Member Account on Raise via our mobile applications ("Member Account"). By registering a Member Account, you represent that you are at least the age of majority in your jurisdiction or, if you are under the age of majority in your jurisdiction. During registration, you will be asked whether you wish to opt in to receive marketing text messages (SMS/MMS) from Raise. By checking the SMS marketing opt-in checkbox, you expressly consent to receive recurring automated marketing text messages from Raise at the mobile number associated with your account. This consent is not a condition of creating a Member Account or making any purchase. You may opt out at any time as described in Section 15A of these Terms. Upon first use of the Activity tab, you will be informed that your activity may appear in the Community Activity Feed visible to other Raise users. Community Activity Feed sharing is enabled by default for all users Member Account users. You may disable this feature at any time through your Account Settings page as described in Section 15B of these Terms. A parent or legal guardian who registers a Member Account for a person under the age of majority represents and warrants that: (i) you are a custodial parent or duly appointed legal guardian of the minor for whom you have established a Member Account; (ii) all information you have provided in the Member Account establishment process is true and correct; (iii) the minor you have registered is not under the age of 13; (iv) the minor you have registered has your authority to use the payment method that you maintain on the Member Account; (v) you agree to take full legal and financial responsibility for all activity conducted in the Member Account; and (vi) THE MINOR AND YOU ARE BOTH EQUALLY SUBJECT TO SECTION 19 OF THESE TERMS OF USE, WHICH INCLUDE A PROVISION ON BINDING ARBITRATION AND A CLASS ACTION AND TRIAL BY JURY WAIVER.

We permit limited access to Raise and services available on Raise to guests and visitors who have not registered a Member Account. We may permit limited access to the Platform through Guest Checkout for users who do not register a Member Account (“Guest Users”). Guest Users may complete purchases on the Raise website only and may only pay using cryptocurrency. Guest Users do not earn Raise Cash on purchases completed through Guest Checkout and may not apply or redeem any account-based benefits or balances, including without limitation Raise Cash, RaiseOne balances, or promotional offers that require a Member Account.

Creating a Member Account after a Guest Checkout purchase will not retroactively qualify that purchase for Raise Cash or other Member-only benefits. Raise Cash may only be earned and applied in accordance with the Raise Cash Terms and only by Members.

In order to access all of the benefits of Raise, including the ability to buy Gift Cards, you must set up a Member Account. You may only set up one Member Account. Furthermore, you must fully comply with the following requirements: (i) provide complete, current and accurate information at time of registration, (ii) update all relevant Account information to keep it current and accurate, and (iii) maintain the security and confidentiality of your Member Account, so as to minimize the risk of unauthorized access of your Member Account. Finally, you agree to inform Raise immediately if you suspect that your Member Account at Raise has been hacked or subject to any unauthorized access or use.You may use the same phone number associated with your Raise account on the new Raise Platform. However, any cards or Raise Cash you’ve earned on Raise will not be transferable to the new Raise app. You agree that Raise 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 Raise if it determines any information provided is suspect, not accurate or cannot be confirmed.

Raise does not mandate the creation of a User ID and Password. Instead, we require users to undergo phone verification for both account registration and sign-in processes. Furthermore, for added convenience, you have the option to enable biometric authentication if you are using a compatible biometric device after the initial sign-up. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your account by third parties and the loss or theft of any funds associated with your account, including your linked payment methods. You are solely responsible for keeping your email address, telephone number and other contact details up to date in your account profile in order to receive any notices or alerts that we may send you.Remote access to your account on the mobile app should never be granted to anyone else. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Raise and/or your failure to follow or act on any notices or alerts that we may send to you.

We reserve the right to interrupt your service, your access to your Member Account, and/or your access to Raise or any services or Gift Cards offered on Raise, with or without prior notice, for any reason, at our sole and absolute discretion. In the event your Member 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 Member Account or your access to Raise.

By using the App, you agree that Raise may access your device in order to allow for or optimize your use of the App. For instance, our App may access, use and read settings, data and/or content on your device, and/or add content to your device, detect the device's location, or change settings of your device. You consent to these activities by installing the App, using the App, or setting certain permissions or settings allowing such activities. Your device settings may enable you to disable, change or limit some of these activities, and you can disable all of them associated with the App by uninstalling the App

Raise Cash is a promotional reward program offered by Raise to its Members. Raise may offer a variety of Raise Cash rewards (collectively, "Raise Cash") pursuant to various programs ("Raise Cash Programs") to users with Member Accounts. Raise Cash is available only to users with a Member Account, and purchases completed via Guest Checkout do not earn Raise Cash and are not eligible for Raise Cash redemption. The Raise Cash Terms available at Raise Cash Terms govern your participation in any and all Raise Cash Programs. By participating in any of the Raise Cash Programs, including earning and redeeming any Raise Cash offered under any of the Programs, you agree to the Raise Cash Terms, which terms are incorporated herein by reference. Users are strictly prohibited from engaging in any form of selling or trading of Raise Cash, whether with other users or any third parties. Any attempt to sell or trade Raise Cash will be considered a breach of these terms of use and may result in immediate account suspension or termination.

Promotional RaiseOne issuance: Certain promotional programs offered by Raise may issue RaiseOne credit instead of, or in addition to, Raise Cash as the promotional reward. Where a promotion specifies that RaiseOne will be issued, such issuance is governed by both these Terms of Use and Raise Cash Terms. Members participating in such promotions agree to be bound by the RaiseOne Terms in addition to the Raise Cash Terms. The new account promotion described in the Raise Cash Terms is one such program under which RaiseOne is issued as the promotional reward.

(a) General Merchant Gift Card Terms & Conditions

Managing and Using Your Gift Cards on Raise, Gift Card Terms & Conditions and Your Responsibility Related to Gift Cards Used or Managed on Raise. Raise allows you to more effectively buy, redeem and manage your Gift Cards. Raise is not responsible for any loss or damage resulting from the loss of any such Gift Card or the use of your Raise user account without your permission. PURCHASES OF GIFT CARDS ARE FINAL AND NON-REFUNDABLE, UNLESS OTHERWISE INDICATED IN ADDITIONAL TERMS. We do not guarantee any associated savings or earnings you may receive in conjunction with Gift Cards. Raise is not related to any of the Merchants whose Gift Cards appear on the platform.

For certain Merchant Gift Cards on Raise, you may be able to transfer Gift Card balances between Gift Cards of the same Merchant. Raise is never responsible for the loss of any Gift Card balance transferred from a Gift Card not purchased on Raise, whether in the event of a Gift Card being closed by a Merchant or otherwise.

Gift Cards may be subject to various other terms and conditions related to a particular Merchant or Gift Card, including, without limitation, use 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 Raise 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 Raise.

Raise is not a party to any transaction that you may enter into with the Merchant as a result of purchasing a Merchant's Gift Card on Raise. Raise is not responsible for the quality of goods or services you acquire from a Merchant or otherwise procure using a Gift Card acquired on Raise. If a Merchant were to go out of business or go into bankruptcy, or undergo any action that results in your Gift Card to be unredeemable 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 Merchant is with the Merchant in question (and not Raise) and, as an unsecured-creditor, you may not be able to recoup the value of any unused Gift Card for such a Merchant. Raise is not liable for any loss of value or other result arising from recourse you seek from Merchants.

(b) Raise Purchase Transaction using an instant-issue Gift Card Purchase

You may use your Raise Cash to purchase instant-issue Gift Cards when making a purchase from a participating Merchant. No Gift Card purchase transaction is complete until Raise verifies (i) the value of the instant-issue Gift Card associated with the purchase, (ii) the value of your Raise Cash, and (iii) your identity as an App user and the purchaser of the Gift Card. Once the instant-issue Gift Card is purchased, you may immediately present it to the Merchant to pay for your purchase. While most transactions will be completed immediately, Raise reserves the right, as a part of the verification process, to require you to provide additional identification information, including, without limitation, a copy of your valid driver's license (or other form of identification) prior to or after purchasing a Gift Card. You may also be asked to go through additional security procedures and share additional information to confirm your identity. Raise reserves the right to reject or cancel any transaction(s) that we believe (in our sole discretion) may: (i) be fraudulent, (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, App users, or Merchants.

(c) Payment Options & Fees

In order to purchase your instant-issue Gift Cards, you may use various forms of payment, including credit cards, debit cards, cryptocurrencies, credit provided by us in your Member Account, Apple Pay, PayPal or other third-party payment services, subject to availability and any restrictions imposed by Raise or the applicable Merchant. Guest Checkout Limitations. If you use Guest Checkout, your purchase is limited to payment by cryptocurrency and you will not be able to apply Raise Cash, RaiseOne balances, or any promotional offers or credits that are available only to Members or require a Member Account. Not all Gift Cards or Merchants are eligible for purchase via Guest Checkout and/or for payment using cryptocurrency. Eligibility for Guest Checkout and accepted payment methods may vary by Merchant and may be modified by Raise at any time in its discretion.

By purchasing or increasing the value of your Raise Cash or purchasing instant-issue Gift Cards, you warrant that you are authorized to use the designated debit or credit card or other payment method. You authorize us to charge your designated credit or debit card or other payment method for adding additional value to your Raise Cash, or purchasing instant-issue Gift Cards. When you provide your payment information, you authorize us (or our payment processor vendors) to process and store your payment and related information. In the event that the designated credit or debit card or other payment methods cannot be verified, is invalid, or is otherwise not acceptable, we may (i) suspend or cancel your order automatically, (ii) prohibit you from purchasing or reloading the Raise Balance or purchasing instant-issue Gift Cards until a valid, verifiable credit/debit card or other payment method is on file with your Member Account and/or (iii) suspend or terminate your Member Account. Payment processing fees may apply even if the designated payment method has expired or changed by the time we submit the charges to your card. We are not responsible for any payment method, debit card or overdraft fees. In the event that your gift card purchase with cryptocurrency is canceled or requires a refund, the refund will be issued solely in Raise Cash equivalent to the face value of the Gift Card(s) at the time of purchase. Cryptocurrency will not be returned under any circumstances. It is important to clarify that the permitted use of Raise Cash is limited exclusively to transactions within the platform and does not grant users the right to exchange or transfer Raise Cash outside of the platform.

Guest Checkout Limitations. If you use Guest Checkout, your purchase is limited to payment by cryptocurrency and you will not be able to apply Raise Cash. RaiseOne balances, or any promotional offers or credit that are available only to Members or require a Member Account. Not all Gift Cards or Merchants are eligible for purchase via Guest Checkout and/or for payment using cryptocurrency. Eligibility for Guest Checkout and accepted payment methods may vary by Merchant and may be modified by Raise at any time in its sole discretion.

(d) Vendor Terms and Conditions

Certain payment processing services for Raise are provided by our vendors such as Stripe, and are subject to the vendor's terms and conditions. By agreeing to these Terms of Use or making a purchase transaction, you further agree to be bound by the Stripe Payment 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.

(e) Improper Refunds

In the event Raise determines, in its sole discretion, that you have mistakenly, improperly or fraudulent sought and received a refund for the Raise Cash purchased on the App, for a Gift Card purchased with your Raise Cash, or for an instant-issue Gift Card purchased on the App, you authorize Raise to charge your payment method on file with the App or debit your Member Account (including any of your Raise Cash) the full amount of any such improper refund(s) requested by you. Furthermore, in this circumstance, Raise reserves the right to suspend or terminate your Raise Member Account and/or your Raise Member Account.

RaiseOne is a prepaid digital card product offered through the Raise App and at www.raise.com. It allows Members to add funds for use within the Raise platform, including the purchase of partner brand gift cards and other eligible transactions. RaiseOne is issued by and solely the obligation of Raise Marketplace LLC. It is not a bank account, credit card, or stored value card issued by a financial institution.

U.S. product; RaiseOne is a U.S.-based prepaid product, transactions are processed in U.S. dollars and governed by U.S. law.

Terms incorporated. Use of RaiseOne is governed by these Terms of Use and by the RaiseOne Terms of Use, which are incorporated herein by reference. By purchasing, loading, gifting, or using RaiseOne, you agree to both sets of terms. The RaiseOne Terms of Use are available in the App and on the Raise website and should be reviewed carefully prior to use.

No Raise Cash purchases. You may not use Raise Cash to purchase RaiseOne. All RaiseOne purchases are final and nonrefundable, except as required by law.

Gifting. You may purchase RaiseOne for your own use or send it as a gift to another Member (recipient must have or create a valid Raise account to redeem). Gifts are delivered electronically via the Raise platform, and Raise is not responsible for incorrect or invalid recipient information provided by the purchaser. Once a RaiseOne gift is accepted, the transfer is final and cannot be reversed. Raise may limit, suspend, or terminate gifting functionality in cases of fraud, abuse, or violation of these Terms.

Promotional RaiseOne issuance: Raise may issue RaiseOne as a promotional reward under certain programs, including without limitation the New Account Promotion described in the Raise Cash Terms. Promotional RaiseOne is issued automatically to a Member's account upon the Member satisfying the applicable qualifying conditions for the relevant promotion. No purchase or manual redemption step is required to receive the promotional RaiseOne.

Promotional RaiseOne is subject to all standard RaiseOne restrictions, including: (i) promotional RaiseOne may not be purchased, funded, or topped up using Raise Cash or other RaiseOne balances; (ii) promotional RaiseOne is non-transferable and may only be used by the Member to whom it was issued; (iii) promotional RaiseOne is valid for use solely within the Raise platform in accordance with the RaiseOne Terms; and (iv) all promotional RaiseOne issuances are final and nonrefundable except as required by applicable law. Raise reserves the right to modify, limit, or discontinue any promotional RaiseOne program at any time in its sole discretion.

You can use Raise only for its intended purposes and solely in accordance with these Terms of Use. Subject to your full compliance with these Terms of Use, Raise grants you a limited, nonexclusive, non-sublicensable license to access and use Raise solely for the purpose of purchasing Gift Cards or receiving other available services and features on Raise. This limited use and access license is revocable at any time by us.

By using the Raise App you agree to the following rules:

• You must purchase Gift Cards for a minimum value of $5 USD;
• Your purchase amount must be greater than or equal to $25 when redeeming promotional credit;
• If you have more than $1,000 USD available in Raise Cash at any point in time, you must redeem Raise Cash to continue earning Raise Cash;
• You must always maintain a valid and up to date payment method (with available funds) on file with your Member Account;
• You may only use the App for your own personal use and not as a representative for a group of people, business, or other organization;
• Your earnings (Raise Cash) will only be able to be applied to future purchases in the app. You will not be able to withdraw your earnings.
• Your Raise account will remain separate from your Raise app account, so cards from your Raise account will not be accessible on the new Raise Platform.

You also agree not to facilitate, participate in, or do any of the following (each a "Prohibited Activity"):

• Create more than one Member Account;
• Upload or otherwise add gift cards or credits not purchased via the App, including by circumventing or taking advantage of errors in the App's code to do so;
• Purchase more than $10,000 USD worth of Raise Cash or of face value Gift Cards per day;
• Purchase a single Gift Card worth more than $2,000 USD;
• Have more than $1,000 USD available in Raise Cash at any point in time;
• Allow your Raise Cash to become negative, unless otherwise permitted by these Terms of Use;
• Users shall not be entitled to earn Raise Cash on any purchase amount paid for using Raise Cash;
• Users may earn Raise Cash on only purchase paid with payment method; will not earn Rash Cash when purchasing with Raise Cash;
• Cannot use Raise Cash earned on Raise account for the Raise Platform;
• Cannot use Raise Cash earned on Raise Platform for Raise;
• Authorize another person to use your Member Account, unless otherwise permitted by Raise in writing;
• Modify, alter or otherwise make any derivative uses of the App content, trademarks, intellectual property, technology platform or its underlying software, or any portion thereof;
• Copy, reverse engineer, decompile, disassemble or attempt to discover the source code of the App 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 the App, including any use of "robots", "scrapers", "spiders", "readers" or similar devices;
• Infringe upon or violate the rights of Raise and its service providers, App users, third parties or Merchants;
• Download, copy or imitate any portion of the App technology platform, its underlying software and content, or its user interface, except as expressly permitted by Raise;
• Use the App in any way that could damage, disable, overburden, place excessive demand on or impair the App any services we offer via the App;
• Attempt to gain unauthorized access to any personal information or Member Account or the App, including but not limited to any 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 App (e.g., using links, scraping technology or other technical means) to be aggregated or shown with material from other online services or on a secondary online service without our express written permission;
• Hyperlink or direct individuals to the App without our written consent;
• Interfere with the App's operations, attempt to access or steal any data and information on or related to the App;
• Seek to commit 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;
• Make any unsolicited offers, advertisements, proposals, or send junk mail, spam or chain letters to other App users or any other similar type of solicitation;
• Upload 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 the App in a manner that we believe is intended to facilitate a criminal or fraudulent activity or enterprise;
• Seek to access or use the App from a country other than the U.S.;
• Use the App in a manner that results in or may result in complaints, chargebacks, refunds, invalid Gift Cards, fees, penalties or other liability to Raise, Raise partners or App users;
• Make any fraudulent, improper or false refund request or claim;
• Engage in, or be involved in, any criminal and/or fraudulent activities, including not limited to the use of any fraudulent or unauthorized payment method to acquire Gift Cards on the App and the use of Gift Cards to perpetrate or facilitate any other criminal activity;
• Violate any terms and conditions set forth in the, Terms of Use, Raise Cash Terms, or any Additional Terms; and
• Use the App 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 Use.

Your Member Account with Raise and any access to the products, services, your Raise Cash, and/or any portion of Raise, is and shall remain at the sole and absolute discretion of Raise. Therefore, we reserve the right to temporarily or permanently terminate, suspend, or refuse to permit your access to any portion of Raise (including any of our mobile applications and your Member Account) and any of the services provided on Raise 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 Use at all times during any suspension and after termination of your Member Account or access to Raise, with respect to any purchase 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 Raise including any services or programs related to Promotional Raise Cash. Any Cash Back (if applicable) will be converted to Raise Cash and will not be able to be withdrawn via ACH or bank account. You further agree not to misuse the Community Activity Feed, including by attempting to identify other users based on anonymized activity data, scraping or aggregating feed data, or using feed information for any commercial purpose not authorized by Raise.

Use of the App is intended for residents of the United States, the United Kingdom, and Canada. Access to or use of the App from any country other than the United States, the United Kingdom, or Canada is strictly prohibited. Notwithstanding the foregoing, a returning user who (i) has an existing, verified Member Account in good standing, (ii) has a mobile phone number registered to their account from the United States, subject to sanctions administered by the U.S. Office of Foreign Assets Control (“OFAC”) or otherwise prohibited under applicable law, may download, access, and use the App and raise.com from such country solely for their own personal use. Raise reserves the right to suspend or restrict access to any account if Raise determines, in its sole discretion, that the account is being accessed from a sanctioned or prohibited jurisdiction or in violation of applicable law. Raise is not responsible for ensuring that access to the App or raise.com is legal in any jurisdiction outside of the United States, the United Kingdom, and Canada, and it is your responsibility to comply with local laws.

If you are using the Services on behalf of a legal entity such as a corporate entity, you further represent and warrant that: (i) the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf. A corporate-verified account is specific to that legal entity and can only be used by the person who registered it. Corporate accounts are not allowed to be shared with or used by other individuals or entities. Corporate accounts that are verified are allowed the following limited exemptions:

An approved corporate account may have several active user accounts at any time, provided they are all company-verified and operated by designated employees of the company that have been previously disclosed and approved by Raise in its sole and absolute discretion;

Corporate accounts may only have one active offer for a specific transaction at any one time and are not allowed to have multiple offers for such specific transaction from their other corporate accounts.

In connection with using or accessing Raise (including your Member Account or using Guest Checkout), whether via the website, our mobile applications or otherwise, you agree not to do, and not to facilitate any third party doing, any of the following (each a "Prohibited Activity" ):

(a) Modify, alter or otherwise make any derivative uses of the Raise content, trademarks, technology platform or its underlying software, or any portion thereof;

(b) Copy, reverse engineer, decompile, disassemble or attempt to discover the source code of the Raise technology platform or its underlying software;

(c) Use any automated or non-automated means of data gathering, data mining or extraction methods on or in connection with Raise, including any use of "robots", "scrapers", "spiders", "readers" or similar devices;

(d) Infringe upon or violate the rights of Raise, its users, third parties or Merchants;

(e) Download, copy or imitate any portion of the Raise technology platform, its underlying software and content, or its user interface, except as expressly permitted by Raise;

(f) Use Raise in any way that could damage, disable, overburden, place excessive demand on or impair our Site, mobile applications or any services we offer via Raise;

(g) Attempt to gain unauthorized access to (i) any Member's personal information, personal profile, or Member Account or (ii) Raise and its mobile applications, including but not limited to any Raise 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;

(h) Aggregate or scrape any content, data or other information from the Site (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;

(i) Hyperlink to the Site or deep-link to any portion of our Site without our written consent;

(j) Interfere with our Site's or our mobile applications' operations, attempt to access or steal any data and information on or related to the Site;

(k) 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;

(l) Circumvent or seek to circumvent any security measures or other features meant to protect the security of the Site and Raise Members' security;

(m) Make any unsolicited offers, advertisements, proposals, or send junk mail, spam or chain letters to other Raise users or any other similar type of solicitation not approved of by Raise in writing;

(n) Upload to Raise 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;

(o) Send or receive what we reasonably believe to be potentially fraudulent funds or otherwise use Raise in a manner that we believe is intended to facilitate a criminal or fraudulent activity or enterprise;

(p) Access or use Raise as a new or unverified user from any country other than the United States, the United Kingdom, or Canada; or, if you are a returning verified user, access or use Raise from any country that is subject to OFAC sanctions or that is otherwise prohibited under applicable law, or without a mobile phone number from the United States, the United Kingdom, or Canada registered to your Member Account;

(q) Use Raise in a manner that results in or may result in complaints, chargebacks, customer refunds, invalid Gift Cards, fees, penalties or other liability to Raise, its other members or partners;

(r) Make any fraudulent, improper or false refund request or claim;

(s) 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 on Raise: (i) the use of any fraudulent or unauthorized payment method to acquire Gift Cards on Raise or (ii) the use of Gift Cards to perpetrate or facilitate any other criminal activity; and

(t) Violate any terms and conditions set forth in the Raise Cash Terms; and

(u) Use Raise 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 Use.

(v) Use the Community Activity Feed to attempt to identify, locate, or target individual Raise users based on anonymized activity data; scrape, aggregate, or export Community Activity Feed data for any commercial or non-personal purpose; or use feed information in any manner that violates these Terms of Use or applicable law.

(a) General. You are responsible for all chargebacks, fees, fines, penalties and other liabilities incurred by us, any Member, a Merchant or any third party caused by or arising out of your breach of these Terms of Use, any Prohibited Activity and/or your use of Raise.

(b) Actions We May Take - Related to Prohibited Activity or Any Breach of these Terms of Use. If Raise, in its sole discretion, believes that you have breached these Terms of Use or engaged in any Prohibited Activity, we take various actions to protect Raise, our Members, Merchants 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 Member Account or Raise (including limiting your access to your Raise Cash, and/or your Gift Cards, your ability to purchase Gift Cards from us);
• We may refuse to allow you to be a Member or otherwise access Raise in the future;
• We may hold your Raise Cash if reasonably needed to protect against the risk of liability in connection with member refunds or as otherwise provided in these Term of Use;
• We may terminate any transactions on Raise and withhold any payments associated with such transactions;
• We may contact your bank and/or credit card issuer, Merchants, law enforcement and any other third parties impacted by your activities;
• We may investigate any Prohibited Activity or breach of these Terms of Use or the Raise Cash Terms and may notify and cooperate with appropriate law enforcement agencies;
• We can and may share any information related to your Member Account, transaction history, payment information and other information related to your usage of Raise with law enforcement or relevant Merchants, 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 Raise 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 Raise refund policy or member guarantee;
• We may take legal action against you; and
• We may, in our sole discretion, terminate all access to Raise, your Member Account and our services for any reason and at any time.

(c) Actions We Take - Holds and Reserves on Funds and your Member Account.

i. Legal Process & Court Orders. We may, in our sole discretion, take various actions, including placing a hold, reserve or other limitations on your Member Account or the funds or credits in your Member 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 Use. In addition, in the event we receive a notice of garnishment, lien or levy on your Member Account directing us to retain funds or directing us to pay funds from your Member Account to a court, government body, agency or third party, we may limit your Member Account, hold relevant funds and ultimately disburse funds as necessary.

ii. Risk-Based and Verification Reasons. We may, in our sole discretion, place holds on releasing of funds to you or reserves on funds in your Member Account (including any Raise Cash), under the following circumstances: (A) as we investigate any Gift Card refund requests, or any potentially illegal or fraudulent activity or any Prohibited Activity, (B) if we believe there may be a high level of risk associated with you, your Member Account or your transactions on Raise, and (C) until we have been able to complete certain verification procedures relate you and the processing of your Transactions (including third party processor verification requirements). Our determination that you are a higher risk account may be based on a variety of factors, including your activity on Raise and information we may receive from third parties or otherwise. If we place a reserve or hold on funds in your Member Account (or debit your Raise Cash in your Member Account), you will be informed of such reserve, hold or action. If your Member 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.

(d) Our Right to Reverse Refunds. In the event Raise determines, in its sole discretion, that you have mistakenly, improperly or fraudulent sought and received a refund for a deposit to your Raise Cash or for a Gift Card purchased on Raise under our then current policy, you authorize Raise to charge your payment method on file with Raise or debit your Member Account (including any of your Raise Cash) the full amount of any such improper refund(s) requested by you. Furthermore, in this circumstance, Raise reserves the right suspend or terminate your Member Account on Raise.

(e) Dispute of any Raise 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 Member Account associated with a Gift Card you purchased on Raise (including the recourse in this Section 6), you may contact Raise Support (which information is available on our Site). You must provide us with all relevant information to support the reason you believe the recourse we took with regard to your Member Account or a particular Gift Card you bought on Raise 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 Raise in any such further investigation and to only provide us with full and truthful information. Raise 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 Raise's determination after such additional investigation (to the extent possible) is final.

If your Member Account becomes negative for any reason, we may close or suspend your Member Account for an outstanding negative balance, and you may be responsible for collection and related legal costs we incur. We may also first deduct any amounts you owe us from any amount we owe you under your Member Account or any related Member Accounts. In the event your Member Account is suspended or terminated for any reason, any amount due on your account will be immediately due and payable. Closing of Member Accounts or opening and maintaining more than one Member Account does not alter your total liability to us, and we may combine amounts due to us from multiple Member Accounts. We may report information about your Member Account to credit bureaus, law enforcement or Merchants, so defaults on your account may be reflected in your credit report.

Unless otherwise indicated by us, the Raise site, mobile applications and all content and other materials therein, including, without limitation, the Raise trademarks, logos and all other Raise designs, text, graphics, pictures, information, data, software, sound files, other files made available on Raise and the selection and arrangement thereof, and any documentation provided to you by or on behalf of Raise (but excluding any and all trademarks, service marks or other intellectual property of Merchants found on Raise) are the exclusive property of Raise. "Raise" and the Raise logo and any related slogans are Raise's trademarks in the United States and may not be copied or used without the prior written permission of Raise. Unless explicitly stated by us, nothing in these Terms of Use 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 Raise that appear on Raise are the property of their respective owners. Reference to any products, services, merchants or retailers available on Raise does not constitute or imply any endorsement, sponsorship or recommendation by Raise. Furthermore, Raise is not the issuer of any of the Gift Cards available for sale on Raise and is not related to any of the Merchants whose trademarks and Gift Cards appear on Raise for sale.

By posting or uploading any information, content or material to Raise's Site, you hereby agree to the following:

You hereby grant Raise 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 Raise 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.

In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws, Raise may also terminate or suspend the account of any member who infringes any intellectual property rights of a third party, whether a repeat infringer or not. If you believe that any user content on Raise 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 Site; (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, Raise | Raise Marketplace, LLC Legal Department, 2045 West Grand Avenue, Suite B #61404, Chicago, Illinois 60612, Email: legal@raise.com

Raise may link to third-party websites, services, and mobile 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.

We take the privacy of your personal data seriously. We encourage you to read our Privacy Policy for disclosures about how we may collect, use and share personal data and the choices you may have with respect to the data we may collect and use. Our Privacy Policyis incorporated into these Terms of Use and is available here:Privacy Policy.

When you use Raise or otherwise send emails to Raise, you are communicating with us electronically and you consent to receive electronic communications related to your use of Raise, including push notifications. We will communicate with you by email, push notification or by providing notices on our mobile applications. 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 Raise via email will be effective when sent to the email address you provided to Raise or from which you otherwise email us. You further agree that you are responsible for maintaining an active email account on file with your Member Account and for any spam-filters (or similar content blockers) that may impact a Raise communication to you.

By creating a Member Account and checking the SMS marketing opt-in checkbox during registration, or by subsequently opting in through your account settings page or via an email invitation from Raise, you expressly consent to receive recurring automated marketing text messages (SMS/MMS) FROM raise at the mobile phone number associated with your account. The following terms apply:

• Consent is not a condition of purchase: You are not required to opt in to SMS marketing to create a Member Account or make any purchase on Raise.
• Message Content: Marketing messages may include promotional offers, discounts, new product announcements, and other updates related to the Services.
• Message & Data Rates : Standard messages and data rates may apply depending on your mobile carrier and plan.
• Opt-Out: You may out of SMS marketing at any time: (i) visiting your account settings page on the Raise App and toggling off SMS marketing communications. After opting out of SMS marketing will not affect your receipt of non-marketing transactional, security, or account-related text messages from Raise.
• Carriers Not Liable: Raise is not responsible for any delays in or failures of text messages delivery.
• Existing Members: Existing Raise members who have not previously opted in to SMS marketing may receive an invitation to opt in via the Raise website, App, or email. Participation is voluntary.
• Revocation: Raise reserves the right to modify or discontinue its SMS marketing program at any time. You will be notified of material changes in accordance with Section 2 of these Terms of Use.

The community Activity Feed is a feature within the Activity tab of the Raise App that allows Member Account holders to view anonymized activity from the broader Raise community (the “Everyone” view) in addition to their own personal transaction history (the “Mine” view). By the Community Activity Feed:

• Default Enrollment: Community Activity Feed sharing is enabled by default for all Member Account holders. A summary of your activity, including your first name and last initial, merchant name, transaction type, and approximate earnings, may be visible to other logged-in Raise users in the Everyone feed.
• What is Displayed: Only limited and anonymized activity, information is shown, your first name and last initial, the merchant or transaction type, and a general description. Approximate amounts may be shown.
• What is NOT displayed: Your full name, exact purchase amount, payment method, account balance, email address, phone number, and any other sensitive account information will never be displayed in the Community Activity Feed.
• Opt-Out: You may disable Community Activity Feed sharing at any time by: (i) navigating in your Account Settings page on the Raise App and toggling off the “Share my activity” setting, or (ii) selecting “Stop sharing” in the in-app prompt. Once disabled, your activity will no longer appear in the Everyone feed. This change applies prospectively.
• Guest Users: Users who complete purchases via Guest Checkout do not participate in or appear in the Community Activity Feed.

YOU EXPRESSLY AGREE THAT YOU ARE USING Raise AND ANY SERVICES OFFERED BY US AT YOUR OWN RISK AND THAT Raise AND SERVICES AVAILABLE ON Raise ARE PROVIDED "AS-IS" AND "AS-AVAILABLE". TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, Raise DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE OPERATION OF Raise, INFORMATION CONTAINED ON Raise OR ANY OF THE GIFT CARDS OR OTHER OFFERINGS AVAILABLE ON Raise OR ANY OTHER PROGRAMS AVAILABLE OR ACCESSIBLE THROUGH Raise, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY, UP-TIME, OR FITNESS FOR A PARTICULAR PURPOSE. Raise MAKES NO WARRANTY THAT Raise WILL BE UNINTERRUPTED, SECURE, VIRUS FREE OR ERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Raise OR ANY REPRESENTATIVE OF Raise WILL CREATE A WARRANTY OR OBLIGATION ON THE PART OF Raise OR SUPERCEDE ANY OF THESE TERMS OF USE.

Raise IS NOT THE ISSUER OF THE GIFT CARDS SOLD ON Raise AND IS NOT RESPONSIBLE FOR WHETHER OR HOW A PARTICULAR MERCHANT HONORS SUCH GIFT CARDS, PARTICULARLY IN THE CIRCUMSTANCE WHEN A MERCHANT 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) Raise IN THE CIRCUMSTANCE THAT A MERCHANT 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, Raise IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM LOST OR STOLEN GIFT CARDS IN YOUR MEMBER ACCOUNT OR USE OF YOUR Raise ACCOUNT WITHOUT YOUR PERMISSION AND YOU HEREBY AGREE TO WAIVE ALL CLAIMS AGAINST Raise RELATED TO SUCH MATTERS.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL Raise, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, MERCHANTS, LICENSORS OR PARTNERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ON ACCOUNT OF LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOST BUSINESS ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH (I) THE USE OF Raise, THE SITE AND/OR MEMBER CONTENT, INCLUDING ANY PERSONAL INFORMATION, (II) THE USE OF THE SERVICES ON Raise (OR INABILITY TO USE THE SERVICES), (III) THE MARKETING, PURCHASE OR SALE OF ANY GIFT CARDS ON Raise, AND (IV) ANY SERVICES OR OFFERINGS PROVIDED BY ANY THIRD PARTIES ACCESSIBLE FROM OR THROUGH Raise, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY(INCLUDING, CONTRACT, TORT, WARRANTY, STRICT LIABILITY, ETC.) AND EVEN IF Raise WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Raise's TOTAL LIABILITY TO YOU, WHETHER IN CONTRACT, TORT, WARRANTY OR ANY OTHER THEORY OF LAW, ARISING UNDER THESE TERMS OF USE OR ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE Raise AND/OR SERVICE PROVIDED VIA Raise EXCEED $200 IN THE AGGREGATE. YOU AGREE THAT ANY CAUSE OF ACTION HEREUNDER MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. BECAUSE CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS IN CERTAIN CONTEXTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

You agree to defend, indemnify and hold us (and our affiliates, subsidiaries and our and their respective officers, directors, employees and agents (collectively with Raise Marketplace, LLC. 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 Use, (ii) your improper use of the Raise or Raise'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 Raise 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 Raise is not the issuer of any Merchant Gift Card sold on Raise. To the extent permitted under applicable law, you agree to release Raise from any claim or liability arising out of or related to (x) how and whether a Merchant honors its Merchant Gift Card(s) purchased on Raise and (z) any Merchant's failure to honor a particular Merchant Gift Card purchased by you on Raise.

a. Binding Arbitration. By using Raise and agreeing to these Terms of Use, you agree that any claim, dispute, or controversy you may have against Raise arising out of, relating to, or connected in any way with these Terms of Use, Raise Cash Terms, this Site, or the purchase or sale of any Gift Cards or any other services offered on Raise (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 Raise's written agreement to arbitrate Disputes under the Federal Arbitration Act ("Dispute Agreement") and that you and Raise 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 Raise; (B) the arbitrator shall apply Delaware 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 Raise'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, Raise 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. Raise 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.

(b) 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 member 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.

(c) Choice of Law & Forum. Any and all Disputes shall be governed by the laws of the State of Delaware without regard to any conflicts of laws provisions. In the event any Dispute were to proceed in court, you agree that (i) the federal and state courts of the state of Delaware and New Castle County shall have exclusive jurisdiction to adjudicate any such Dispute, (ii) you and Raise irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for the resolution of such Disputes and (iii) you and Raise agree to irrevocably waive any right to a trial by jury.

(d) 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 Use.

(e) 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.

This Section 20 applies if your country of principal residence or establishment is in the United Kingdom or Canada. Because your contract is with Raise, we each agree that these Terms and any disputes between us will be exclusively governed by the laws of your country of residence (the United Kingdom or Canada) and exclusively decided in the courts of that country, except to the extent prohibited by law. If you are an individual consumer, you may be entitled to invoke the mandatory consumer protection laws of your country of residence, and/or to bring legal proceedings in the courts of that country. If Raise needs to enforce its rights against you as an individual consumer, we will do so only in your country of residence. If a dispute arises between you and Raise, we encourage you to contact our support team to seek a resolution and/or to follow the Informal Dispute Resolution process outlined in Section 19 above.

(a) Force Majeure Raise shall be excused from performance under these Terms of Use, and the Raise Cash Terms, to the extent it is delayed or prevented from performing, as a result of any event or series of events caused by: (i) weather conditions or elements of nature or acts of god, (ii) acts of war, terrorism, insurrection, riot, political unrest, (iii) labor strikes, (iv) embargoes, (v) error or disruption to computer hardware, networks or software failures or of third party providers or (vi) other causes beyond the reasonable control of Raise.

(b) Entire Agreement These Terms of Use and the Raise Cash Terms, including the Privacy Policy and other terms incorporated by reference, constitute the entire agreement and understanding between you and Raise with respect to the subject matter covered and supersedes any prior agreements, whether in writing or oral, with respect to such subject matter.

(c) Assignment These Terms of Use and the Raise Cash Terms are not assignable, transferable or sublicensable by you except with Raise's prior written consent. Raise may transfer, assign or delegate these Terms of Use or the Raise Cash Terms and its rights and obligations hereunder without consent.

(d) 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.

(e) Notice Any notice to Raise that is required or permitted by these Terms of Use or the Raise Cash Terms shall be in writing and shall be deemed effective upon receipt, when sent by confirmed email to legal@raise.com, when delivered in person by nationally recognized overnight courier, or when mailed by first class, registered or certified mail, postage prepaid, to Raise | Raise Marketplace, LLC, 2045 West Grand Avenue, Suite B #61404, Chicago, IL 60612, Attn: Legal.