1. Introduction
1.1
Reshop US, Inc. ("Reshop," “Us,” “Our,” and “We”) is a Delaware corporation that offers products and services which, among other things, enable a User (“User,” “You,” and “Your”) to access the Reshop websites and apps, request Reshop Refunds, receive a personalized shopping experience, and access certain third-party financial products or services. By opening a Reshop account, or otherwise continuing to access the Reshop services, You acknowledge that You are accepting these Terms and entering into an agreement with Reshop (together with any exhibits or schedules hereto, the "Terms"). These Terms contain an agreement to arbitrate all claims, waive class actions, and waive jury trials.
1.2
By applying for and using, or authorising the use of, financial products or services offered through the Reshop services, You authorise Us and the third-party related financial institution(s) to share Your Reshop account and personal information with one another as necessary to provide the related products or services. You further authorise Us to use information related to Your use of such financial products and services to provide customer service, service your Reshop account including providing a personalized experience, investigate and act on matters related to your accounts and any related claims, as necessary to comply with applicable law, and as otherwise permitted by our Privacy Policy.
1.3
In these Terms, unless the context requires otherwise, any reference to the User, Reshop, or any other person will be construed to include its successors in title, permitted assigns and permitted transferees; the singular will include the plural and vice versa; and "include" and "including" means include or including "without limitation”.
2. Reshop Refund Program
2.1
A "Reshop Refund" means a transaction in which Reshop purchases a Receivable from a User by making the Refund Payment to You pursuant to a Reshop Refund Agreement. Reshop Refund is not a refund from the Retailer, but rather Our purchase of Your right to receive a refund payment from the Retailer. You agree that We may relay your return request information to the Retailer.
2.2
From time to time You may submit a request for a Reshop Refund, and You agree that Reshop may rely on information provided with respect to such requests. If We decide to provide You with a Reshop Refund, which shall be in our sole discretion, We will purchase the Receivable by entering into a Reshop Refund Agreement with You and tendering the Refund Payment. This will constitute the purchase price for that Receivable.
2.3
Once we have provided You with a Reshop Refund, the Retailer will pay Us, not You, any amounts owed by the Retailer for the Return. If You receive any amount from the Retailer arising from a Return for which We provided a Reshop Refund, You must hold the amount paid by the Retailer in trust as Our property and deliver that amount to Us. This means that You cannot use this amount for Your own purposes or withhold it from Us. For the avoidance of doubt, You are not required to act as Our agent to collect any amounts owed by a Retailer to Us once You have sold Us a Receivable.
2.4
Any disputes between You and Us will be governed by and resolved according to these Terms, and the Reshop Refund Agreement as applicable. Any disputes between You and any Retailer will be governed by and resolved according to any applicable terms between You and the Retailer which may include, but not be limited to, the Retailer’s return policy. You acknowledge that We have not provided You any legal, tax or accounting advice regarding these Terms.
3. Receiving Your Refund
3.1
When You accept a Reshop Refund, You will be offered one or more ways to receive the Refund Payment. You will be required to provide additional personal and/or financial information depending on the method You choose, which may be subject to review and/or approval. Once You select a method for receipt of Your Refund Payment, You may not cancel or otherwise change or modify Your selection. We are not responsible for any lost or delayed funds arising from incorrect or inaccurate payment information You provide. When You select a method to receive a Refund Payment, We may set this as Your default payment method for future transactions which you may update in your account profile.
4. Your Payment To Us
4.1
To receive a Reshop Refund, You are required to add at least one valid debit or credit card on file with Us. You agree that by adding a card or other payment method on file, it will be saved for future transactions on Your Reshop account. By adding Your card(s) or other payment methods to Your Reshop account, You authorize Us to charge such payment methods for amounts due under these Terms and any Reshop Refund Agreement You enter into, or as otherwise directed by you.
5. The Reshop Card
5.1
When you choose to receive a Reshop Refund on a Reshop Card, we will pay the Refund Amount (as defined in the Reshop Refund Agreement) onto a Reshop Card that we provide to you. If you already have a valid Reshop Card, we will pay the Refund Amount onto your existing Reshop Card. The “Reshop Card” is a Visa prepaid debit card issued by Pathward National Association (“Pathward”). To receive and use the Reshop Card, you must also agree to the Reshop Card Cardholder Agreement (“Cardholder Agreement”) and these Terms. In the event of a conflict between these Terms and the Reshop Cardholder Agreement, the provisions of the Cardholder Agreement shall prevail.
5.2
The Reshop Card can be used to buy goods and services from merchants online, through payment platforms, and over the phone, in each case where Visa is accepted (“Transactions”). You may use the Reshop Card to make Transactions as set forth in the Cardholder Agreement. The Reshop Card is active when made available to you, it can be used immediately and does not need to be activated.
5.3
If you apply for a Reshop Card, you will be required to provide certain personal information. You agree that we may share personal information that we have collected about you to verify your identity, including sharing and verification with Pathward and with service providers acting on our behalf or on Pathward’s behalf, solely to verify your identity or address, to manage risk, and as otherwise permitted under applicable law. Personal information shared with Pathward will be treated in accordance with the Pathward Privacy Policy. If you do not provide this information, or if we or Pathward is unable to verify your identity with the information provided, your application for a Reshop Card will not be considered. We may refuse to facilitate processing of your application through Pathward if we determine in our sole discretion that you have not remained in compliance with the Terms.
5.4 Using the Reshop Card
5.4.1
You agree to use the Reshop Card in compliance with all applicable terms, including these Terms and the Cardholder Agreement. You can find details regarding your Reshop Card Transactions in the Reshop app.
5.4.2
The Reshop Card can be used to purchase goods and services from merchants online, through payment platforms, and over the phone. You may be required to provide Reshop Card details such as the Reshop Card number, expiration date, and three-digit security code from the reverse side of your Reshop Card, which you can view in the Reshop app.
5.4.3
If you believe your Reshop Card has been lost or stolen, or that an error or unauthorized transaction has occurred, please immediately contact our customer support team by phone at (888) 902 5978. See Section 3 of the Reshop Cardholder Agreement for more information regarding your liability for unauthorized transactions. See Section 8 of the Reshop Cardholder Agreement for information regarding error resolution. Reshop shall not be liable for unauthorized transactions.
5.4.4
Your Reshop Card may only be used for Transaction made within the United States. If you attempt to use a Reshop Card for international transactions, we reserve the right to charge you any additional expenses we incur as a result.
5.4.5
Use of your Reshop Card, including as to specific Transactions, may be restricted, suspended or terminated immediately where:
5.5
By electing to receive a Reshop Refund on a Reshop Card, you agree that we may debit, transfer, or otherwise collect from your Reshop Card amounts that you owe under these Terms, the Cardholder Agreement, and any Reshop Refund Agreement.
5.6
In the event of a restriction, suspension, or termination as described above, we will (to the extent permitted), provide you with notice containing reasons for the restriction, suspension, or termination where appropriate. Restrictions and suspensions shall remain in effect until the reasons giving rise to the same are resolved to our reasonable satisfaction.
5.7
In addition to any other applicable limitation of liability, we will not be liable to you for any losses arising from or relating to: (i) Goods or services that you purchase from a merchant using the Reshop Card; (ii) a merchant’s refusal or inability to accept a Reshop Card; (iii) restriction, suspension, non-replacement, or termination of a Reshop Card; (iv) restriction, suspension, or termination of your Reshop account; (v) the decline of a Transaction that you make or attempt to make using a Reshop Card; (vi) our delayed performance related to causes outside of our reasonable control; or (vii) any steps we take to comply with any applicable laws, regulations, rules, or contractual obligations.
5.8 Pathward E-Sign disclosure
Please read this document and print a copy for your reference.
5.8.1
Note: This Electronic Communication Disclosure (“Disclosure”) applies to any and all communications or disclosures that we are legally required to provide to you in writing in connection with your Reshop (“Card”) and any related products and services (“Communications”).
5.8.2
This Disclosure supplements and is to be construed in accordance with the terms contained in the Cardholder Agreement (“Agreement”) you received from Pathward. The words "we," "us," and "our" refer to Pathward, the issuer of your Card. The words "you" and "your" mean you, the individual(s) identified on the Account. As used in this Disclosure, "Account" means the Card Account you have with us.
5.8.3
Scope of Communications to Be Provided in Electronic Form. When you use a product or service to which this Disclosure applies, you agree that we may provide you with any Communications in electronic format, and that we may discontinue sending paper Communications to you, unless and until you withdraw your consent as described below. Your consent to receive electronic Communications and transactions includes, but is not limited to:
5.8.4
Method of Providing Communications to You in Electronic Form. The primary delivery method for all Communications that we provide to you in electronic form will be posting them on the Reshop website. Communications may also be delivered to you at the primary email address listed in your Reshop profile. Communications may also be delivered through other electronic communication methods such as by text message.
5.8.5
How to Withdraw Consent. You may withdraw your consent to receive Communications in electronic form at any time by emailing info@reshop.com. If you do withdraw consent, Reshop reserves the right to immediately close your Account. We will not impose any fee to process the withdrawal of your consent to receive electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after we have a reasonable period of time to process your withdrawal. In the meantime, you will continue to receive Communications in electronic form. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered to you in electronic form will not be affected.
5.8.6
How to Update Your Records. It is your responsibility to provide us with a true, accurate and complete e-mail address, your remaining contact information, and other information related to this Disclosure and your Account, and to maintain and update promptly any changes in this information. You can update information (such as your email address) by emailing info@reshop.com.
5.8.7
Hardware and Software Requirements. In order to access, view, and retain electronic Communications that we make available to you, you must have:
5.8.8
Requesting Paper Copies. We will not send you a paper copy of any Communication, unless we otherwise deem it appropriate to send you a paper copy. You can obtain a paper copy of an electronic Communication by emailing info@reshop.com. We may charge you a service charge for the delivery of paper copies of certain Communications provided to you electronically pursuant to this authorization. We reserve the right, but assume no obligation, to provide a paper (instead of electronic) copy of any Communication that you have authorized us to provide electronically.
5.8.9
Communications in Writing. All Communications in either electronic or paper format from us to you will be considered "in writing." You should print or download for your records a copy of this Disclosure and any other Communication that is important to you.
5.8.10
Federal Law. You acknowledge and agree that your consent to electronic Communications is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act, and that you and we both intend that the Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.
5.8.11
Termination/Changes. We reserve the right, in our sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications. We will provide you with notice of any such termination or change as required by law.
6. Use of Funds
6.1
You acknowledge and agree that You will use any Refund Payment obtained under these Terms and the proceeds of any Reshop Refund for personal, family, or household purposes.
7. Refund Eligibility Criteria
In order to be eligible to be purchased by Reshop, each Receivable and the related Return must satisfy each of the following criteria at the time You request that We provide a Reshop Refund:
8. Reshop Offers
8.1
From time to time We may present You with promotional offers from Us, Retailers, or other partners or third parties. Such offers may be subject to additional terms and conditions as provided to You at or prior to redemption, are non-transferrable, have no cash value, and may not be combined. Offers may be modified or withdrawn at any time prior to redemption. Your Reshop account must be in good standing at all relevant times in order to qualify for redemption of any offers. Void where prohibited.
9. Your Representations And Warranties; Your Covenants
9.1
You represent and warrant to Reshop that (i) You are a citizen, permanent resident, or otherwise residing within the United States of America; (ii) You are at least 18 years of age or older and of sufficient legal age to enter into a contract in the state where You reside and You are a resident of the United States when You accept these Terms; and (iii) on the date that You request that We provide any Reshop Refund to You, You are making a representation to Us that the Receivable You are selling to Us satisfies all Eligibility Criteria as of that date. You promise to do the following as a condition of accepting these Terms. First, if You receive any payment from a Retailer on a Receivable that You previously sold to Us, You promise to not divert that amount from Us or fail to hold it in trust as Our property. You must promptly notify Us of any Dispute related to a Receivable that You sold to Us. You must also Promptly notify Us of any Adverse Claim that a Receivable is subject to. We can request additional information regarding the Adverse Claim. If We do, then You must promptly provide Us all information that We request in relation to that Adverse Claim. You also promise to comply with the terms of any Reshop Refund Agreement that You enter into with Us when You request a Reshop Refund.
10. Violations of Terms & Conditions; Default
10.1
You violate these Terms if: (i) You provided inaccurate, untrue, or incomplete information, or You otherwise tried to defraud or provide material misrepresentations to Reshop, a Retailer, and/or Our or their service providers; (ii) You do not comply with any term of these Terms, any Reshop Refund Agreement, and/or Your agreements related to third party services to which We provide You access; and/or (iii) You permanently reside outside the United States. If You violate these Terms, We may restrict or prohibit Your access to Reshop’s services, including without limitation prohibiting You from receiving any additional Refund Payments, and/or using third party services to which We provide access. We will not lose any of Our rights due to delay or any choice not to take any action for any reason. We may waive rights without notifying You.
11. Electronic Communications; Your Information; Messages
11.1
Please see the Reshop E-Sign Disclosure in Section 21 of these Terms.
11.2
You agree to provide personal information about You that may be requested from time to time. This may include, but is not limited to: (i) Your legal name; (ii) a valid U.S. billing address and residential address (if different); (iii) Your date of birth; (iv) Your telephone number(s); and (v) government-issued identification information for verification purposes.
11.3
You agree to promptly notify Us of any change in Your personal information, including but not limited to Your name, address, email address or telephone number. In doing so, You agree that You will not provide false information or signatures, electronic or otherwise, at any time. You may be asked for additional documents to verify any changes.
11.4
You consent to accept and receive communications from Reshop, including e-mail, text messages, calls, and push notifications to the cellular telephone number You provide when You inquire about services or update Your contact information. Such communications may include, but are not limited to communications regarding disclosures, requests for authentication, receipts, reminders, notifications regarding updates to Your account or account support. You acknowledge that You are not required to consent to receive promotional texts or calls as a condition of using such services. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates may apply, frequency varies by Your use of our services. Carriers are not liable for delayed or undeliverable messages.
11.5
You may opt-out of receiving promotional email communications by following the unsubscribe options on such emails. You may also opt-out of text messages from Reshop at any time by texting STOP to the number You received a text from.
12. Limitation of Liability; Indemnification
12.1
To the maximum extent permitted by law, neither We, nor our affiliates or partners, will be liable to You for: (a) personal injury or indirect, incidental, consequential, special or exemplary damages that arise from or relate to these Terms, any Reshop Refund Agreement, Your use of Reshop’s services including without limitation the products and services of third parties to which We provide You access, or that otherwise arise from third parties; (b) any losses or damages, whether direct, indirect or otherwise, arising from or relating to incomplete or incorrect information that You provide Us or Your failure to promptly update Us when information You have provided Us becomes incomplete or incorrect. In no event shall We be liable to You for amounts arising from or relating to these Terms, any Reshop Refund Agreement, Your use of Reshop’s services, including without limitation the products and services of third parties to which We provide You access, in excess of the amount equal to the related Refund Payment, if any.
12.2
You agree to release, indemnify and hold Us harmless, together with our affiliates, and our and their respective officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal, arising out of or in relation to: (a) Your use of, access to, or inability to use or access Your Reshop account, the Reshop services, or any third party products or services to which We provide You access; (b) Your breach of these Terms, any Reshop Refund Agreement, and/or agreements relating third party products to which We provide You access; (c) Your failure to comply with applicable laws; or (d) Your failure to provide and maintain complete, accurate, current and truthful information in relation to Your Reshop account or third party services to which We provide You access.
13. Notices
13.1
All notices or other communications made by You to Us under these Terms or in connection with the Terms or any Reshop Refund Agreement must be made in writing by emailing Reshop at info@reshop.com. All notices or other communications made by Us to You under or in connection with the Terms or any Reshop Refund Agreement will be made in writing by emailing You at any email address that You provided when You accepted these Terms, through the Reshop app, or by way of mail sent to the address You provided. Any electronic communication will be effective only when actually received. Any communication made by way of letter will be effective when it has been left at the relevant address identified above or three (3) Business Days after being deposited in the post (with postage prepaid) in an envelope addressed to the other party at the relevant address identified above.
14. Assignment
14.1
Except as provided by applicable law, We may sell, assign or transfer Our rights and obligations under these Terms in whole or in part without Your permission and without prior notice to You. Any assignee or assignees, including, for the avoidance of doubt, any subsequent holders of Our rights and obligations under these Terms, will take Our place under these Terms. You may not sell, assign or transfer Your rights or obligations under these Terms to someone else without Our written permission. Any sale, assignment or transfer of Your rights and obligations under these Terms by You in violation of this section shall be null and void. If We sell, assign, or transfer Our rights and obligations under these Terms to someone else, Your rights under the law or under these Terms are in no way altered or impaired.
15. Ammendments & Termination
15.1
We may amend the Terms without Your consent upon notice to You, which notice may be provided through posting of updated terms on Our website.
15.2
We may terminate these Terms by giving written notice. For the avoidance of doubt, Your existing obligations under these Terms and any Reshop Refund Agreement do not terminate until You and any Retailer have satisfied all obligations to Us that arose out of these Terms and any Reshop Refund Agreements, including payment in full of any amounts that You or a Retailer owe to Us.
15.3
The obligations contained in Section 12 (Limitation of Liability; Indemnificaiton), Section 14 (Assignment), Section 16 (Miscellaneous), Section 17 (Governing Law; Choice of Forum), and Section 18 (Agreement to Arbitrate), and any obligations arising from or relating to a Reshop Refund Agreement, will continue in force even after these Terms are terminated in accordance with this section.
16. Miscellaneous
16.1
If any provision of these Terms are deemed unlawful, void or unenforceable for any reason, then that provision will be severed from the Terms and will not affect the validity and enforceability of any remaining provisions of these Terms. These Terms, along with any Reshop Refund Agreement(s), represent the entire agreement between You and Us in relation to the Reshop Refund program. We will not have any duties, obligations, or responsibilities to You that are not specified in these Terms or in any Reshop Refund Agreement. Nobody who is not a party to these Terms will be a third party beneficiary of these Terms.
17. Governing Law, Choice of Forum
17.1
These Terms, and all matters arising out of or relating to these Terms, including any disputes involving Us, will be governed by the laws of the State of Delaware, without regard to its conflicts of law provisions. To the extent that any dispute or action relating to these Terms or any Reshop Refund Agreement is permitted to be brought in a court of law (other than a small claims court), the legal action or proceeding will be brought exclusively in the federal or state courts located in the County of San Francisco, California. Subject to the provisions of Section 18 of the Terms, You and Us agree to submit to the exclusive jurisdiction of and agree that venue is proper in the federal or state courts located in the County of San Francisco, California in any legal action or proceeding.
18. Agreement to Arbitrate
Please read this section carefully, as both You and We are agreeing to resolve disputes by binding individual arbitration and waiving the right to bring a lawsuit in a court, obtain trial by jury, or pursue or participate in class or representative proceedings.
Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators apply the same substantive law and can award the same individualized damages and relief that a court can award.
18.1
Claims Subject to Arbitration: To the fullest extent permitted by applicable law, except as specified in Section 18.2, Reshop and User agree to arbitrate all disputes and claims arising out of or relating to these Terms, including without limitation any Reshop Refund Agreement, or any aspect of the relationship resulting in any way therefrom. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:
In this Section 18 only, references to “Reshop” or “We” mean Reshop and its predecessors, successors, assigns; past, present, and future parents, subsidiaries, and affiliates; and each of those entities’ agents and employees. In this Section 18 only, references to “User” or “You” mean You and any authorized or unauthorized beneficiaries of the transactions contemplated herein. This arbitration agreement does not preclude You or Us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against You or Us on the other’s behalf. In addition, either You or We may bring an action in court seeking interim relief (such as a temporary restraining order or preliminary injunction) in anticipation of arbitration without waiving the right to compel arbitration of the underlying dispute. These Terms evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of Section 18. Section 18 shall survive the termination of these Terms.
18.2
Claims Not Subject to Arbitration: You and We agree that the following disputes or claims cannot be arbitrated:
18.3
Pre-Arbitration Notice of Dispute and Informal Settlement Conference: Before either You or We commence arbitration, the claimant must first send to the other a written Notice of Dispute (“Notice”). The Notice to Us should be sent by electronic mail to: Legal Department, info@reshop.com (“Notice Address”). The Notice to You will be sent to Your address on file with Your account. The Notice must (a) include the claimant’s name, address, email address, and phone number; (b) the account number at issue; (c) a description of the nature and basis of the claim or dispute; and (e) set forth the specific relief sought. The Notice must be personally signed by a representative of User (if You are the claimant) or by a Reshop representative (if We are the claimant). To safeguard Your account, if You have retained an attorney, upon request, You must provide Us with a signed statement authorizing Us to discuss Your account and disclose Your confidential account records to anyone but You, including an attorney.
Whoever sends the Notice must give the other party 60 days after receipt of a complete Notice (including Your consent to share Your account information, if required) to investigate the claim. During that period, either You or We may request an individualized discussion (by phone or videoconference) regarding settlement (“Informal Settlement Conference”). You and We must work together in good faith to select a mutually agreeable time for the Informal Settlement Conference (which can be after the 60-day period). You or Your representative and a representative of Reshop must personally participate, unless otherwise agreed in writing. Your and our lawyers (if any) also can participate.
Any applicable statute of limitations or contractual limitations period will be tolled for the claims and requested relief in the Notice during the “Informal Resolution Period.” The Informal Resolution Period is the number of days between the date that a fully complete Notice (and consent to share Your account information, if required) is received by the other party and the later of (i) 60 days later, or (2) the date the Informal Settlement Conference is completed, if timely requested.Any arbitration proceeding cannot be commenced until after the Informal Resolution Period has ended. (If Your Notice is part of a mass arbitration, Section 18.8 contains additional requirements for commencing arbitration.) All of the pre-arbitration dispute resolution requirements are essential so that You and We have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, a court can enjoin the filing or prosecution of an arbitration. In addition, unless prohibited by law, the arbitration provider shall not accept or administer such an arbitration or assess or demand fees in connection with it.
18.4
Arbitration Procedure: The arbitration will be governed by the then-current Consumer Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Section 18, and will be administered by AAA. (If AAA refuses to enforce any part of this Section 18, the parties will select another arbitration provider. If there is no agreement, the court will do so.) The AAA Rules are available online at adr.org or may be requested by writing to the Notice Address.
As in court, You and We agree that any counsel representing someone in arbitration certifies that they’re complying with the requirements of Federal Rule of Civil Procedure 11(b), including a certification that the claim or the relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions available under AAA Rules, Federal Rule of Civil Procedure 11, or applicable federal or state law against all appropriate represented parties and counsel.
The arbitrator may consider rulings in other arbitrations involving different Users, but an arbitrator’s ruling will not be binding in proceedings involving different Users. Unless You and We agree otherwise, any arbitration hearings will take place in the county (or parish) of Your billing address. During the arbitration, the amount of any settlement offers shall not be disclosed to the arbitrator until after the arbitrator determines the relief, if any, to which You or We are entitled. Regardless of how the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which his or her decision is based. Except as provided in Section 18.7 below, the arbitrator can award the same damages and relief that a court can award under applicable law.
18.5
Arbitration Fees: We will pay all AAA filing, administration, case-management, hearing, and arbitrator fees if We initiate an arbitration. If You initiate arbitration of claims valued at $75,000 or less, We will pay those fees, so long as You have fully complied with the requirements in Section 18.3. In such cases, We will pay the filing fee directly to AAA upon receiving a written request from You at the Notice Address or, if AAA requires You to pay the filing fee to commence arbitration, We will send that amount to AAA and request that AAA reimburse You. If, however, the arbitrator finds that either the substance of Your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the allocation and payment of all such fees will be governed by AAA Rules.
18.6
Alternative Payment: If You fully complied with the requirements above in Section 18.3 and the arbitrator issues You an award in Your favor that is greater than the value of our last written settlement offer made before the arbitrator was selected, then We will pay You the amount of the award or $1,000 (“Alternative Payment”), whichever is greater. If We did not make a written offer to settle the dispute before the arbitrator was selected, and the arbitrator awards You any relief on the merits, You will be entitled to receive the Alternative Payment. Disputes regarding the payment and reimbursement of attorneys' fees, expenses, and the Alternative Payment may be resolved by the arbitrator upon request from either party made within 14 days of the arbitrator’s ruling on the merits. In assessing whether an award is greater than the value of our last written settlement offer, the calculation shall consider only amounts awarded for damages, not any amounts awarded for attorneys’ fees or costs.
18.7
Requirement of Individual Arbitration: The arbitrator may award relief (including, but not limited to, damages, restitution, declaratory relief, and injunctive relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. USER AND RESHOP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless both You and We agree otherwise, the arbitrator may not consolidate more than one person’s or entity's claims and may not otherwise preside over any form of a representative, class, or private attorney general proceeding.
If, after exhaustion of all appeals, any of these prohibitions on non-individualized relief; class, representative, and private attorney general claims; and consolidation is found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief), then You and We agree that such a claim or request for relief shall be decided by a court after all other claims and requests for relief are arbitrated.
18.8
Administration of Mass Arbitrations: If 25 or more claimants submit Notices or seek to file arbitrations raising similar claims and are represented by the same or coordinated counsel (whether such cases are pursued simultaneously or not), all the cases must be resolved in staged proceedings. You agree to this process even though it may delay the arbitration of Your claim. In the first stage, claimants’ counsel and Reshop shall each select 25 cases (50 cases total) to be filed in arbitration and resolved individually by different arbitrators, each of whom is (if feasible) from the each claimant’s home state. If there are fewer than 50 cases, all will be filed in arbitration. In the meantime, no other cases may be filed or proceed in arbitration, and the AAA shall not assess or demand payment of fees for the remaining cases or administer or accept them.
The arbitrators are encouraged to resolve the cases within 120 days of appointment or as swiftly as possible thereafter, consistent with fairness to the parties. After the first stage is completed, the parties shall engage in a single mediation of all remaining cases, and Reshop shall pay the mediation fee. If the parties cannot agree how to resolve the remaining cases after mediation, they will repeat the process of selecting and filing 50 cases to be resolved individually by different arbitrators, followed by mediation.
If any claims remain after the second stage, the process will be repeated until all claims are resolved, with four differences. First, a total of 100 cases may be filed in the third and later stages. Second, the cases shall be randomly selected. Third, arbitrators who decided cases in the first two stages may be appointed in later stages if different arbitrators are not available. Fourth, mediation is optional at the election of counsel for the claimants.
Between stages, counsel shall meet and confer regarding ways to improve the efficiency of the staged proceedings, including whether to increase the number of cases filed in each stage. Either party may also negotiate with AAA regarding the amount or timing of AAA fees.
If this Section 18.8 applies to a Notice, the Informal Resolution Period for the claims and relief set forth in that Notice will be extended (including the tolling of any applicable statute of limitations or contractual limitations period for the claims and requested relief) until that Notice is selected for a staged proceeding, withdrawn, or otherwise resolved. A court will have the authority to enforce this subsection, including by enjoining the mass filing, the prosecution or administration of arbitrations, or the assessment or collection of AAA fees. This Section 18.8 and each of its requirements are intended to be severable from the rest of this arbitration provision. If, after exhaustion of all appeals, a court decides that the staging process in this subsection is not enforceable, then the cases may be filed in arbitration, the Alternative Payment shall not be available, and the payment of AAA filing, administration, case-management, hearing, and arbitrator fees will be assessed as the arbitrations advance and arbitrators are appointed rather than when the arbitrations are initiated.
18.9
Future Changes to Section 18: Notwithstanding any provision in this Agreement to the contrary, if We make any future change to this arbitration provision (other than a change to the Notice Address), You may reject any such change by sending Us written notice within 30 days of the first notice of the change to the Notice Address provided above. Include Your name, address, phone number, account number, and a statement personally signed by You that You wish to reject the change to the arbitration provision. By rejecting any future change, You are agreeing that You will arbitrate any dispute between You and Us in accordance with the language of this version of the arbitration provision.
19. Reshop Refund Agreement
19.1
This Section 19 of the Terms shall be referred to as the “Reshop Refund Agreement”. This Reshop Refund Agreement contains the terms, conditions and obligations that apply to a User’s (“User,” “You,” and “Your”) request for a Refund Payment from Reshop US, Inc. (“Reshop,” “Us,” “Our,” and “We”). For the avoidance of doubt, the Terms apply to this Reshop Refund Agreement and are incorporated herein by reference. The terms contained in this Reshop Refund Agreement will have the meaning given to them by the Terms. Each time You request a Refund Payment, You agree to the terms contained in this Reshop Refund Agreement which shall constitute a separate Reshop Refund Agreement in each instance.
19.2
Return Information. When requesting a Refund Payment, you will be shown terms, which are hereby incorporated by reference, outlining: (i) Your Ship By Date, (ii) the Retailer name; (iii) the Returned Good(s) for Reshop Refund; (iv) reference information to Your original order; and (v) the Refund Amount. Such terms are made a part of this Reshop Refund Agreement. You must review and confirm all information is true and correct.
19.3
Purchase and Sale Transaction. This Reshop Refund Agreement is a sale of Your right, title, and interest in a Receivable to Reshop, and the Refund Payment represents the purchase price that We are paying to purchase the Receivable from You. This Reshop Refund Agreement is not a loan or extension of credit. Your sale of the Receivable(s) to Us is without recourse in the event the Retailer does not pay Us or pays Us less than the Refund Amount, except as specifically provided in this Reshop Refund Agreement or the Terms. Notwithstanding this clause, We may demand that You repurchase any Receivable that You sold Us in the event that (i) We determine, in Our sole discretion, that You breached Your representation that the Receivable satisfied all Eligibility Criteria at the time We made a Refund Payment; (ii) You have breached any other representations, warranties, covenants, or terms of this Reshop Refund Agreement or the Terms, or (iii) a Receivable that We purchased is or becomes subject to a Dispute, in which case You must promptly repurchase the Receivable from Us. The purchase price that You must pay Us to repurchase the Receivable will equal the Refund Payment that We paid You for that Receivable, and We shall retain all right, title, and interest in the Receivable until We have received Your full repurchase payment.
This transaction does not create a debtor-creditor relationship between You and Us. We will have no legal or contractual claim or remedy against You based on a Retailer’s failure to pay Us any amounts owed to Us by a Retailer, to the extent that You have fully complied with all of Your obligations under this Reshop Refund Agreement and the Terms and are not in breach of any term of this Reshop Refund Agreement. If You have fully complied with this Reshop Refund Agreement and the Terms, then We will not engage in any debt collection activities, place any amounts unpaid by Retailer as a debt owed by You with a third party, or report to a consumer reporting agency the amounts unpaid by Retailer as a debt owed by You.
19.4
Promises to Perform. By requesting a Refund Payment, You promise to perform all of the following obligations: (i) package the Returned Goods in a manner that makes the Returned Goods reasonably likely to be accepted by the Retailer; (ii) place the Returned Goods with the mail or delivery carrier using the shipping label and/or tracking number designated by the applicable Retailer or Us to ship Returned Goods to the applicable Retailer within Ship By Date requirements as provided to You (Your “Shipment Promise”), and (iii) take any and all measures reasonably within Your control to ensure that the Returned Goods are delivered to the Retailer within the time period that the Retailer must receive the Returned Goods, under the Retailer’s return policy. You also promise not to do anything, or fail to do anything, if that action or non-action would result in damage to the Returned Goods, the Returned Goods not being delivered to the Retailer in compliance with the Retailer’s return policy, or the Retailer otherwise refusing to accept the Returned Goods or asserting that the Retailer does not have to pay the Refund Amount. This includes, but is not limited to, unboxing and/or using the Returned Goods, unless You are permitted to do so under the Retailer’s return policy. You also promise that You will not allow any other person to have an Adverse Claim on the Receivable that You sell to Us, other than Our interest in the Receivable.
19.5
Default. You violate this Reshop Refund Agreement if You provided inaccurate, untrue, or incomplete information, or You otherwise tried to defraud or provide material misrepresentations to Us, a Retailer, and/or their or Our service providers, or if You do not comply with any term of this Reshop Refund Agreement or the Terms. If You violate this Reshop Refund Agreement, We may demand that You re-purchase the Receivable by paying Us a purchase price equivalent to the Refund Amount. If You breach Your Shipment Promise You will be required to pay Us liquidated damages in the amount of $10, but not to exceed 10% of the associated Refund Amount (the “Non-Shipment Charge”). The Non-Shipment Charge represents Our reasonably estimated damages for Your failure to perform Your Shipment Promise in a timely manner. We may also take any action that We would be permitted to take under the Terms. We will not lose any of Our rights due to delay or any choice We make to not take any action for any reason. We may waive rights without notifying You.
19.6
Miscellaneous. If any provision of this Reshop Refund Agreement is deemed unlawful, void or unenforceable for any reason, then that provision will be severed from the Reshop Refund Agreement and will not affect the validity and enforceability of any remaining provision of the Reshop Refund Agreement. This Reshop Refund Agreement represents the entire agreement between You and Us in relation to the Refund Payment requested by You. We will not have any duties, obligations, or responsibilities to You that are not specified in this Reshop Refund Agreement. Nobody who is not a party to this Reshop Refund Agreement will be a third party beneficiary of this Reshop Refund Agreement. We may assign, transfer, or grant security over any of Our rights to payment under this Reshop Refund Agreement to any other person. Subject to Our sole discretion, We may agree to allow You to repurchase the Receivable from Us, provided that We shall retail all right, title, and interest in the Receivable until We have received Your full repurchase payment in an amount equal to the Refund Amount.
19.7
Governing Law. This Reshop Refund Agreement and all matters arising out of or relating to this Reshop Refund Agreement, including any disputes involving Us, will be governed by the laws of the State of Delaware without regard to its conflicts of law provisions.
19.8
Arbitration. The Reshop Refund Agreement to Arbitrate contained in the Terms applies to this Reshop Refund Agreement and any interactions or disputes between You and Us under this Reshop Refund Agreement. Please refer to the Agreement to Arbitrate that You agreed to when You agreed to the Terms.
20. Definitions
In these Terms:
"Adverse Claim" means any mortgage, assignment, security interest, pledge, lien or other encumbrance securing any obligation of any person or any other type of adverse claim or preferential arrangement having a similar effect (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof), in each case other than as arising under these Terms.
"Business Day" means a day other than a Saturday or Sunday on which banks are open for general interbank business in New York, NY.
"Dispute" means, with respect to any Receivable evidenced by a Return, a dispute, discount, deduction, claim, offset, defence to payment, or counterclaim or similar position asserted of any kind relating to the Receivable (i) arising on account of the Returned Goods relating to the Receivable having been lost or damaged prior to receipt thereof by the related Retailer; (ii) arising on account of the Returned Goods relating to the Receivable having not been delivered to such Retailer in compliance with any applicable return policy, or (iii) otherwise asserted by the related Retailer as being a basis for non-payment in full of the Receivable.
"Reshop Terms of Use" means any terms of use applicable to or hosted by any Reshop product, service, or site.
"Eligibility Criteria" means the Reshop Refund Eligibility Criteria set forth in Section 7 of Terms.
"Refund Payment” means, in respect of a Reshop Refund, payment of the Refund Amount to a User as set forth in a Reshop Refund Agreement..
“Reshop Refund Agreement” means the Reshop Refund Agreement as set forth in Section 20 of the Terms, which contains the terms upon which Reshop may approve a Reshop Refund.
“Refund Amount” means, with respect to a Receivable evidenced by a Return, the outstanding amount of such Receivable due from a Retailer to the User upon User’s full compliance with the applicable Retailer’s return policy. The Refund Amount shall be equal to the face amount of the Receivable.
"Refund Rights" means any right to payment of a monetary obligation (including applicable tax or duty) owed to the User by a Retailer arising in connection with a Return of Returned Goods, together with all Related Rights and all proceeds of the Refund Rights receivable.
"Related Rights" means any rights in relation to a Receivable or the applicable Return.
"Reshop Communication Channel" means any messaging function on a Reshop website, an email, or any other electronic communication.
“Retailer” means a retail seller of consumer goods that has entered into an agreement to participate in Reshop Refund and has previously sold one or more goods to a User.
“Return” means the return of Returned Goods by a User to the applicable Retailer, in accordance with the applicable Retailer’s prescribed return policy, that has been initiated by a User and which gives rise to a Receivable.
"Refund Request" means all the relevant details of a Return which a User has provided to Reshop.
“Returned Goods” means one or more goods that a User has purchased from a Retailer and for which the User has initiated a Return to the applicable Retailer.
“User” means the individual who has opened a Reshop account.
21. Reshop E-Sign Disclosure
Please read this document and print a copy for your reference.
Note: This Electronic Communication Disclosure (“Disclosure”) applies to any and all communications or disclosures that we may provide, or are required to provide, in relation to your Reshop account, Reshop Refunds, or any related products and services (“Communications”).
This Disclosure supplements and is to be construed in accordance with the terms contained in the Reshop Terms of Service (“Terms”) you received from Reshop. The words "we," "us," and "our" refer to Reshop. The words "you" and "your" mean you, individual(s) Users.
Scope of Communications to Be Provided in Electronic Form. When you use a product or service to which this Disclosure applies, you agree that we may provide you with any Communications in electronic format, and that we may discontinue sending paper Communications to you, unless and until you withdraw your consent as described below. Your consent to receive electronic Communications and transactions includes, but is not limited to any notices, consents, approvals, or other messages or notifcations relating to Reshop account, Reshop Refunds, or other Reshop products or services.
Method of Providing Communications to You in Electronic Form. The primary delivery method for all Communications that we provide to you in electronic form will be posting them on the Reshop website. Communications may also be delivered to you at the primary email address listed in your Reshop profile. Communications may also be delivered through other electronic communication methods such as by text message.
How to Withdraw Consent. You may withdraw your consent to receive Communications in electronic form at any time by emailing info@reshop.com. If you do withdraw consent, Reshop reserves the right to immediately close your Account. We will not impose any fee to process the withdrawal of your consent to receive electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after we have a reasonable period of time to process your withdrawal. In the meantime, you will continue to receive Communications in electronic form. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered to you in electronic form will not be affected.
How to Update Your Records. It is your responsibility to provide us with a true, accurate and complete e-mail address, your remaining contact information, and other information related to this Disclosure and your Account, and to maintain and update promptly any changes in this information. You can update information (such as your email address) by emailing info@reshop.com.
Hardware and Software Requirements. In order to access, view, and retain electronic Communications that we make available to you, you must have:
Requesting Paper Copies. We will not send you a paper copy of any Communication, unless we otherwise deem it appropriate to send you a paper copy. We reserve the right, but assume no obligation, to provide a paper (instead of electronic) copy of any Communication that you have authorized us to provide electronically.
Communications in Writing. All Communications in either electronic or paper format from us to you will be considered "in writing." You should print or download for your records a copy of this Disclosure and any other Communication that is important to you.
Federal Law. You acknowledge and agree that your consent to electronic Communications is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act, and that you and we both intend that the Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.
Termination/Changes. We reserve the right, in our sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications. We will provide you with notice of any such termination or change as required by law.
Reshop Visa Prepaid Card is valid only in the U.S. Limited Use. The Reshop Card is issued by Pathward® N.A., Member FDIC, pursuant to a license from Visa® U.S.A Inc. The Reshop Card is powered by Marqeta. The card can be used anywhere Visa debit cards are accepted. No cash access.
