26.  Since 2008, Defendant Rue La La has maintained a “members-only” private sale  website that promises consumers discounted deals on various products and services.     27.  To receive the deals offered by Defendant Rue La La, consumers must sign up  and provide their email addresses and other personal information to Defendant Rue La La.    28.  Close to 7.5 million people reportedly have signed up as members to receive  offers from Defendant Rue La La.   29.  To arouse consumer interest and create the urgency to buy gift certificates,  Defendant Rue La La offers deals for a limited amount of time—usually a 24-48 hour period.  This creates a “shopping frenzy” among consumers who feel pressured to purchase gift  certificates as quickly as possible.    31.  Defendant Rue La La subsequently sends a confirmatory email to purchasers  containing the gift certificate to be printed and presented to the merchant upon redemption.   32.  The gift certificates may be directly redeemed with the retail businesses who  purport to offer the products and services indicated on the gift certificate.   33.  Defendants impose illegal expiration dates, among other onerous conditions, on  each gift certificate they sell and issue. The expiration dates on gift certificates are frequently just  a few months from the date of purchase.   34.  Defendants know that after they have driven consumers to purchase gift  certificates as quickly as possible, many consumers ultimately will be unable to redeem the gift  certificates before the expiration date.   35.  Accordingly, consumers often cannot take advantage of and/or use the product or  service they paid for before the expiration date unilaterally imposed by Defendants. This results  in a very substantial windfall for Defendants.   36.  In addition to imposing illegal expiration periods, Defendants impose other  deceptive and unfair conditions on consumers.  Defendants require consumers to redeem gift  certificates in the course of a single transaction.  Consumers therefore are forced to redeem their  gift certificates all at once and cannot use their gift certificates for multiple transactions or on  multiple occasions.   38.  Upon information and belief, Defendant Rue La La changed its expiration date  policy sometime after July 2012 in an attempt to comply with federal and state laws and  differentiate the gift certificates’ paid and promotional values.  B.  Defendant Rue La La’s Retail Business Partners Agree to Sell Gift Certificates with  Illegal Expiration Dates   39.  Defendant Rue La La focuses on two markets: (a) the consumers who wish to  obtain the advertised products or services by purchasing gift certificates, and (b) the retail  businesses who partner with Defendant Rue La La to promote their products and services.  These  retail businesses are willing to work with Defendant Rue La La and offer their products and  services at a discount because Defendant Rue La La promises to promote their products and  services to its huge subscription base and guarantees them a specified volume of business.    40.  Defendant Rue La La partners with local businesses to promote gift certificates  and offer “Rue Local Picks.”   41.  All gift certificates were sold and issued with illegal expiration terms in violation  of federal and state laws.   42.  Defendant Rue La La’s business model, particularly its ability to establish  partnerships with retail businesses, depends in large part on its systematic use of illegal  expiration dates.    43.  Defendant Rue La La knows that its retail partners are not willing to offer their  products and services at a discount to consumers through the sale of gift certificates without an  agreement to limit the time period for which consumers can redeem the gift certificates.    44.  Accordingly, Defendant Rue La La and its retail partners continue to flout the law  by imposing illegal expiration dates on the gift certificates sold to consumers.   46.  On or about July 5, 2012, Plaintiff purchased one gift certificate from Fitness  Together, a personal fitness training center located in Boston, Massachusetts, for private training  sessions and made a payment of $59.00 to Rue La La through Rue La La’s website.   47.  Plaintiff subsequently received an e-mail from Rue La La confirming her  purchase of the Fitness Together gift certificate.  The e-mail contained the Fitness Together gift  certificate to be printed and presented to the merchant upon redemption.   48.  The gift certificate stated that it expired on October 31, 2012.   49.  Plaintiff was unable to redeem the gift certificate before the termination of  Defendant Rue La La’s expiration period.  50.  Plaintiff brings this nationwide class action lawsuit on behalf of herself and the  proposed Class members under Rule 23(b)(2) and (b)(3) of the Federal Rules of Civil Procedure.   52.  Numerosity. The Class comprises, at a minimum, tens of thousands of consumers  throughout Massachusetts and the United States. The Class is so numerous that joinder of all  members of the Class is impracticable.   54.  Typicality. Plaintiff’s claims are typical of the claims of Class members. Plaintiff  and the members of the Class sustained damages arising out of Defendants’ common course of  conduct in violation of law, as complained of herein. The damages of each Class member were  caused directly by Defendants’ illegal conduct as alleged herein.   55.  Adequacy. Plaintiff will fairly and adequately protect the interests of the Plaintiff.  Plaintiff is an adequate representatives of the Class and has no interests adverse to the interests of  absent class members. Plaintiff has retained counsel who have substantial experience and success  in the prosecution of complex class action and consumer protection litigation.   57.  Plaintiff repeats and re-alleges each and every allegation contained above as if set  forth herein.   58.  The EFTA, as amended by the CARD Act, under 15 U.S.C. § 1693l-1, prohibits  the sale or issuance of gift certificates that are subject to expiration dates.    59.  Defendants sold and issued and/or agreed to sell and issue offers, which are  specifically defined as “gift certificates” under 15 U.S.C. § 1693l-1(a)(2)(B).    60.  15 U.S.C. § 1693l-1(a)(2)(B) defines a gift certificate as “an electronic promise  that is  (i) redeemable at a single merchant or an affiliated group of merchants that share  the same name, mark, or logo;  (ii) issued in a specified amount that may not be increased or reloaded;  (iii) purchased on a prepaid basis in exchange for payment; and  (iv) honored upon presentation by such single merchant or  affiliated group of merchants for goods or services.”   62.  At all relevant times, Defendants’ gift certificates were sold and issued to  consumers through electronic fund transfer systems established, facilitated, and monitored by  Defendant Rue La La.   63.  Defendant Rue La La’s gift certificates are not exclusively issued in paper form.  Defendant Rue La La provides an email to consumers containing the gift certificate to be printed  and presented to the merchant upon redemption.   64.  Defendants’ gift certificates are marketed and sold to the general public and are  not issued as part of any loyalty, award, or promotional program.   65.   Defendants violated the EFTA by selling and issuing and/or agreeing to sell and  issue gift certificates with expiration dates less than five years from the dates of issuance.   66.  As a direct and proximate result of Defendants’ unlawful acts and conduct,  Plaintiff and Class members were deprived of the use of their money that was charged, collected  and retained by Defendants through the sale of gift certificates with illegal expiration dates.   67.  Pursuant to 15 U.S.C. § 1693m, Plaintiff, on behalf of herself and the Class, seeks  injunctive relief, as well as reasonable attorneys’ fees and the cost of this action.  68.  Plaintiff repeats and re-alleges each and every allegation contained above as if set  forth herein.   70.  As a direct and proximate result of Defendants’ unlawful acts and conduct,  Plaintiff and members of the Class were deprived of the use of their money that was charged and  collected by Defendants through the sale of Rue La La gift certificates with illegal expiration  dates.  Plaintiff, on behalf of herself and the Class, seeks compensatory damages, including  actual and statutory damages, injunctive and declaratory relief, as well as reasonable attorneys’  fees and the cost of this action, as a result of Defendants’ statutory violations.  71.  Plaintiff repeats and re-alleges each and every allegation contained above as if set  forth herein.   72.  Plaintiff and members of the Class entered into contracts with Defendants for the  sale of gift certificates.    73.  At no time prior to or after purchase did Defendants require Plaintiff or Class  members to “click” to signify their assent to an expiration date, illegal or otherwise.   74.  The clause of the contract purporting to set out an “expiration date” is void as a  matter of public policy and is unenforceable.    75.  Defendants have anticipatorily repudiated the contracts they entered into with  Plaintiff and Class members by refusing to honor the contract after a certain date.   76.  Defendant Rue La La implies on its website that once an offer reaches its  expiration date, it loses its promotional value.   78.  Plaintiff and the Class members have complied with their obligations under their  contracts with Defendants.    79.  Defendants’ contractual breaches have caused Plaintiff and the Class economic  injury and other damages.  80.  Plaintiff repeats and re-alleges each and every allegation contained above as if set  forth herein.   81.  Plaintiff asserts this claim in the alternative to her claim of breach of contract, in  the event that the Court determines that no contract exists.   82.  Defendants have received, and continue to receive, benefits at the expense of  Plaintiff and the Class members, because Plaintiff and the Class members remitted to Defendants  money in the expectation of the fulfillment of promises that Defendants refused and refuse to  fully and faithfully fulfill.    83.  Defendants willfully, knowingly and/or recklessly sold and issued and/or agreed  to sell and issue gift certificates that included terms containing illegal, unenforceable expiration  dates.   84.  Defendants refused and refuse to honor their promises after certain dates and  instead retain Plaintiff’s and Class members’ money paid for their gift certificates.    86.  Plaintiff and the Class are therefore entitled to damages in restitution for the  money that Defendant has unjustly received and retained in connection with the sale of the gift  certificates.  A.  Defendants Promote, Sell and Issue Gift Certificates With Illegal Expiration Dates   Breach of Contract  (Against All Defendants)   Quasi-Contract/Restitution   (Against All Defendants)   Violations of 15 U.S.C. § 1693l-1, the EFTA, as Amended by the CARD Act  (Against All Defendants)   Violations of M.G.L. c. 200A §5D  (Against All Defendants)  