Aligned Incentives Sellers Portal

Sales Agreement Version 1.3

Last updated April 10, 2024.

This is an agreement between Aligned Incentives, LLC (hereinafter “Aligned Incentives” or “AI”) and Seller (“you”).

Seller agrees to abide by the following procedures:

1. Cards must be Firsthand and Unused. No pre-owned, merchant/store credit, Washed or Upgraded cards (unless Seller requests and AI grants permission in writing as to each specific sale of a Washed or Upgraded card), cards with expiration dates or usage restrictions (e.g. ‘bonus cards’), or new cards that were listed for sale to any buyer or marketplace other than Aligned Incentives.

“Firsthand” means a gift card that Seller purchased personally with his or her own funds from an Original Issuer.

“Original Issuer(s)” are retailers that activate gift cards directly and include merchants like grocery stores, wholesale clubs, Paypal Digital Gifts, official airline websites, and others. Other individuals and gift card resell marketplaces (including but not limited to Raise.com, CardPool.com CardCash.com, or any marketplace listed on GiftCardWiki.com) are NOT Original Issuers. The Raise (formerly Slide) app and Fluz app are not considered to be original issuers and cards purchased there will only be accepted in deals where Seller is explicitly instructed to purchase cards on the Slide app. AI reserves the right to reject cards that were not purchased at the source listed on the deal into which they were submitted unless you have received written approval from AI prior to submission.

“Unused” gift cards are gift cards that have had a single activation load at the time they were purchased and have had no subsequent activity occur.

“Washed” or “Upgraded” gift cards are gift cards paid for in whole or in part with another gift card as opposed to cash, credit, or debit.

2. Once Seller submits a gift card to AI, Seller agrees not to redeem that gift card and agrees not to sell or reveal the card to anyone other than AI.

3. Seller must keep each gift card and the receipt documenting its purchase for 365 receiving payment from AI for that card. In the event of a debit and re-credit of the card, the 365 is counted from the day the re-credit occurs. The burden of proving that a card was obtained in accordance with the terms of this agreement falls on Seller and, at any time during the period that Seller is required to hold the cards, Seller may be called upon to prove that these terms were followed.

4. Seller agrees not to sell to AI any gift cards that Seller has previously listed on any gift card marketplace (e.g., Raise, CardCash, other aggregators, etc.), even if Seller unlisted them first.

5. Seller agrees not to divulge to any third parties any information that is from AI or from people in AI’s chat room, including but not limited to the identities or screen names of people in the AI chat room, links to chat rooms, as well as any deals, tricks, or data points.

6. Seller agrees not to offer to buy or sell any gift cards from or to other of AI’s sellers, either publicly or privately except in cases where Seller has bought or sold cards to the other seller prior to this agreement.

7. AI reserves all rights, at its sole discretion, to modify this agreement or to end its relationship with Seller. Seller’s responsibilities for cards sold under the terms of this agreement (for example, to be able to prove the validity of cards sold for 365 days after the date of sale) as well Seller’s responsibilities not to solicit AI’s other sellers remain in force even if AI or Seller terminates this relationship.

Debits

1. Seller is liable for all cards sold by Seller. AI resells gift cards to third parties, for example Raise.com. These third parties perform investigations in cases where they or their buyers dispute the balance of a card. AI will make a good faith effort to defend the validity of Seller’s cards in any such dispute by passing information Seller provides to AI on to AI’s customer. Ultimately, the fraud determinations made by the parties that AI resells the cards to are final and if any of these resales are charged back to AI, AI will in turn charge back any payments made to Seller. See Section C for more information.

2. AI’s buyers have a mechanism to dispute the balance of a gift card (for example if you sell us a $250 card that actually contains $25) and you may be debited for any deficiency. However, AI has no mechanism to dispute a card that contained a greater balance than Seller stated. For example, if you sell us a card you claim has $25 on it but it actually has $250, AI has no way to collect the difference from our buyers and you will be paid out based on the denomination you claimed to be selling us.

3. If a card is debited, the debit will apply to the same payout period in which the card is scheduled to be paid, provided that the deadline to make a standard payout length submission for that payout period has not already passed at the time the debit is issued. If it has passed, the debit will be applied to current open standard submission period. For example, imagine a card submitted on Tuesday 4/9/24 with a standard payout, due to be paid 4/24/24. If the card is debited Sunday 4/14/24, the debit will appear on the Wednesday 4/24/24 payout. If the card is debited on Monday 4/15/24, the debit will appear on the Wednesday 5/1/24 payout. If this causes sellers payout to turn negative, AI will follow the procedures in Section C and Section E.

Payment Information:

1. AI does not understand itself to be a Payment Settlement Entity and does not intend to issue a 1099K unless required to do so by the IRS.

2. Seller is neither a contractor nor employee of AI. AI never pays sellers for services provided, only for actual goods sold. Seller is a business that sells merchandise to AI. AI does not intend to issue a 1099-MISC unless required by the IRS. Seller is responsible for recording and reporting their business income to all applicable taxing authorities.

3. The date of payment for all purchase orders shall be determined by the "Submission Period" during which the purchase order was submitted to AI. Submission Period is defined as a period beginning at 12:00 AM Central Time on Monday and ending at 11:59 PM Central Time on Sunday, seven days later.

4. AI may use a third party payment processor (e.g. OnlineCheckWriter) or may send payments directly through its bank. For payments AI sends directly through its bank, Seller must add and confirm a bank account prior to receiving a payment. If Seller does not have a confirmed bank account 48h before a payment is due, AI may defer the payment owed until the following week’s scheduled payment date and may continue to do so each week until Seller has a confirmed bank account designated.

5. For payments AI sends directly through its bank to Seller, Seller is responsible for providing true and correct banking information and for keeping this up to date by confirming any banking changes at least 48h prior to a scheduled payment. If a payment to Seller is returned to AI, AI may charge a $40 administrative fee.

6. Seller must be a US resident and must have a US bank account in order to receive payment from AI.

7. For any bank account Seller adds to his or her AI account, Seller authorizes AI to withdraw money from that account in order to satisfy any negative balances that might accrue. If Seller has already been paid for the debited card then AI may, at its sole discretion, carry forward Seller’s negative balance to a future payment period instead of withdrawing funds from Seller’s bank account.

8. If Seller has a negative balance, AI may, at its discretion, carry forward the balance for up to 2 payout periods with no charge. After this grace period, if Seller has future positive payouts scheduled, AI will pull from those funds in advance to cover the current negative balance instead of debiting Seller’s bank account. An administrative fee equal to double the rate of the current payout delay bonus will apply. For example, if AI is currently paying a 1.5% bonus for a +8 week bonus, the administrative fee to advance funds by 8 weeks will be 3.0%. For calculating the number of weeks, the starting point will be the week of the 2nd grace period, not the week of the original negative balance. AI may, in its sole discretion, waive the fees for any particular debit carry forward. AI regularly opting to waive this fee should not be interpreted to mean that this section no longer applies.

9. If Seller has a negative pay period in the future but currently has a payment due from AI, AI may make a deduction from any unpaid pay period in order to satisfy the future negative balance. For example, imagine Seller is owed $500 on their 4/10/24 payout. On 4/9/24, Seller is debited for some cards causing their 4/24/24 payout to be -$75. AI may, in its discretion, reduce Seller’s 4/10/24 payout by $75 in order to zero out Seller’s 4/24/24 payout.

10. AI will make reasonable best efforts to pay its obligations in full and on time but we rely on third parties, like our bank, to make this possible. A delay or technical failure with one of these third parties could delay your payout. AI may, in its discretion, use an alternate method of payment such as an eCheck emailed to the email address on your account if it believes this will allow Seller to be paid quicker. If a third party causes a delay but AI pays Seller within a week of the due date (even if it is through an alternate means, such as an eCheck), AI will not be considered to be in breach of these terms.

Fuel Points

AI, from time to time, may buy fuel points from various grocery stores (e.g. Kroger), gas stations (e.g. Shell), or other programs. The rules that apply to gift cards in this document also apply to fuel points, including but not limited to:

1. Fuel points must be Firsthand and Unused, meaning that you personally made the purchases that the points were awarded for and that you haven’t shared the account details with anyone else.

2. Seller retains responsibility for their fuel points accounts. If fuel points cannot be redeemed by our counterparties (because the fuel points program locks or shuts down the account, because Seller supplied incorrect information, or for any other reason) and those counterparties debit or refuse to pay AI for them, Seller indemnifies AI against these losses and will be debited for the accounts. AI will make a good faith effort to supply any corrections to its buyers.

Delinquent Accounts

In the event that Seller’s account has a negative balance, future payments to Seller may be used to cover Seller’s negative balance, as described in Section C, and AI may debit Seller’s bank account by ACH draft to resolve a negative balance. If AI attempts pull from Seller’s bank account and the pull fails or Seller has no bank account on file, AI may charge an interest rate either equal to the U.S. prime rate on the date the interest is applied plus 10%, compounded daily OR the maximum statutory interest rate, whichever is less. Interest will accrue starting with the day of the failed ACH pull or the day the ACH would have been pulled had Seller had a bank account on file. Interest will accrue until Seller’s account is fully settled. Seller will reimburse AI for any costs associated with collecting a negative balance from Seller, including attorney fees and court costs if AI obtains a judgment against Seller.

Choice of Law and Venue

AI and Seller hereby agree that this Agreement shall be construed under the laws of the State of Texas. The Parties agree that proper venue for any action involving the enforcement or enforceability of this Agreement shall lie exclusively with the Travis County District or County Courts at law and hereby waive any argument to the contrary.

Modification, Waiver, Severability

No amendment or modification of this Agreement, and no waiver, discharge or termination of any one or more provisions hereof shall be effective unless set forth in writing and signed by all of the Parties hereto. If one or more of this Agreement’s provisions is found by a court of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible so as to implement the intention of the parties, and the remainder of the Agreement shall continue in full force and effect.

By checking the box below and submitting cards to us you, Seller, agree to follow the terms set forth in this agreement.

ACH Transition

AI is transitioning from legacy payment methods (“OCW”) to an in-house ACH solution. AI will make a good faith effort to keep OCW available to be people who submitted cards to AI prior to the transition if those users wish to stop selling to AI. However, if Seller submits any card on or after 4/22/24, Seller agrees to be paid using AI’s in-house ACH option from that pay period forward. If Seller submits cards on or after 4/22/24 and does not set up a bank account in the portal, AI will follow the procedure described in C.4. and will continually move Seller’s payout to the following week unless and until Seller adds and verifies a bank account in the portal.