Gift Card Purchase Agreement

GIFT CARD PURCHASE AGREEMENT

Effective Date:     Purchaser Name:     Issuer Name:

RECITALS

WHEREAS, Purchaser desires to purchase gift cards from Issuer for resale, distribution or promotional use under the terms set forth herein; and

WHEREAS, Issuer is authorized to issue and activate gift cards that may be redeemed for goods or services offered by Issuer subject to the terms of this Agreement; and

WHEREAS, the parties wish to set forth the specifications, purchase and payment arrangements, and other material terms governing the sale and use of the gift cards.

SCOPE OF WORK

Issuer shall deliver gift cards in the denominations, quantities, and formats specified below and shall activate such gift cards in accordance with the activation schedule. Purchaser shall accept delivery and shall pay the purchase price as set forth in Payment Terms. Issuer's obligations are limited to issuance, activation, and maintenance of card balances as provided herein.

Card Type: Physical Electronic

Expiration Date (if any):     No Expiration:

PAYMENT TERMS

Purchase Price: Purchaser shall pay Issuer the Total Purchase Amount for the gift cards described above. Payment Amount:

Late Payment: Any undisputed amount not received within days after the due date shall accrue interest at or the maximum rate permitted by law, whichever is lower.

Taxes and Fees: Purchaser is responsible for any sales, use, or other taxes, fees, or assessments arising from the purchase or resale of gift cards unless otherwise stated. Check if taxes are included:

TERM AND TERMINATION

Term: This Agreement begins on and continues until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately for material breach that remains uncured for days following written notice of such breach.

Effect of Termination: Upon termination, Issuer shall remain obligated to honor any activated gift card balances in accordance with applicable law, and Purchaser shall pay for all gift cards already issued or in process unless otherwise mutually agreed in writing.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party any non-public business or technical information of the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of the other's Confidential Information.

Each party shall use Confidential Information solely to perform its obligations under this Agreement and shall take reasonable measures to protect such Confidential Information, at least as protective as the measures it uses for its own confidential information.

LIMITATIONS, WARRANTIES AND LIABILITY

Issuer warrants that it has the right to issue the gift cards described herein and that activated cards will reflect the purchased value. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ISSUER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PURCHASER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

REDEMPTION, REFUNDS AND COMPLIANCE

Redemption: Gift cards shall be redeemable for goods and services at Issuer locations or as otherwise specified by Issuer. Refunds: Unless required by applicable law, gift cards are non-refundable after activation. Purchaser is responsible for compliance with applicable laws governing gift card issuance, marketing, expiration and disclosures.

GOVERNING LAW; ENTIRE AGREEMENT

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of laws principles.

Entire Agreement: This Agreement, including any schedules and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Issuer may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Remedies: The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and facsimile copies of signatures shall be binding.

Sign Now