PLEASE READ THIS DOCUMENT CAREFULLY. WHILE WE ARE VERY APPRECIATIVE OF YOUR BUSINESS, IT IS OUR OBLIGATION TO PROVIDE THIS INFORMATION TO YOU. IT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU OR TO YOUR MEMBERS.
1. Whom You are Buying From.
TAW utilizes the services of one of its affiliated businesses, EBG Gift Card Services, LLC (the "Issuer"), for the issuance of Reward Cards and the management of the Reward Card program (the "Reward Card Program"). The Reward Cards are "closed loop", prepaid incentive or reward cards usable solely to make purchases of goods or services from TAW at the TAW Website. TAW may change the Issuer at any time in its sole discretion.
2. Reward Card Program.
2.1. You may purchase Reward Cards pursuant to the terms and condition contained herein. Your purchase of Reward Cards is subject to applicable law. Reward Cards may only be redeemed for the products or services available on the TAW Website (or through TAW's customer service channels). You acknowledge that Reward Cards may not be used to make purchases toward products or services from any entity other than TAW and the TAW Website. You also acknowledge that the Reward Cards cannot be used towards purchases made on any Shopping Partner websites.
2.2. Reward Cards are not redeemable or refundable for cash by you or Members, and may not be used towards prior purchases on the TAW Website.
2.3. You may only distribute Reward Cards to your Members, and Reward Cards may not be resold or redistributed to any third-party reseller or sub-distributor. You agree that you shall cause your Members not re-sell any of the Reward Cards; and that you shall only use or distribute the Reward Cards purchased hereunder for loyalty, award or promotional purposes.
2.5. As between TAW and Client, except in the event that there is evidence of fraud, Member redemption and balance information will only be shared with the holder of the Reward Card (i.e. the Member). Members may check their balance through TAW's customer service telephone lines, or through such other process which TAW may institute from time-to-time.
2.6. TAW and Issuer shall only be responsible for lost, destroyed or stolen Reward Cards to the extent of any funds still remaining on the Reward Cards, and only if you can provide (a) the Reward Card number and (b) reasonable proof of receipt and ownership; provided, however, that you shall be solely responsible for the reasonable cost of reissuing any lost, destroyed or stolen Reward Cards; and, notwithstanding the foregoing, Reward Cards may not be re-issued once distributed to Members.
2.7. TAW shall not be obligated to sell Reward Cards in the event any such request, whether due to the number of Reward Cards, the value of one or more Reward Cards, or otherwise, would, in TAW's sole determination, potentially violate applicable law.
2.8. The terms and conditions applicable to the Reward Cards and the Member's use of the Reward Cards are located www.ticketsatwork.com/reward-terms. You acknowledge that these are Reward Cards that are subject to expiration dates, which have been clearly and conspicuously disclosed to you and your Members, and that your Members have made no payment of value or other consideration whatsoever in order to receive the Reward Cards.
3. Reward Card Orders.
3.2. You may be required to provide such Member information, including but not limited to such Member's full name, physical address or email address, which TAW may reasonably require in order to fulfill any Order.
3.4. Notwithstanding anything herein to contrary contained herein, you acknowledge and agree that TAW's acceptance and fulfillment of each Order shall be at TAW's sole discretion, and that TAW may choose to reject any order or decline to fulfill any Order.
3.5. You authorize TAW to accept and process Orders from your authorized or designated representatives or anyone using the user identification and password associated with your account (collectively, the "Information"); and you agree to be fully liable for any purchase made by your authorized or designated representatives or by using your Information. We will have no obligation, liability or responsibility for verifying the identity of anyone using your Information, nor will we have any obligation, liability or responsibility to you for any losses incurred by you as a result of the unauthorized use of your Information. You have the responsibility for safeguarding your Information and shall not reveal your Information to anyone not intended to place orders on your behalf. If you suspect that an unauthorized user may have had access to your Information, you must immediately notify TAW.
3.6. Once Reward Cards are delivered or distributed to Members, you waive all right, title and interest in any amounts loaded onto or remaining on such Reward Cards. Funds loaded on unused Reward Cards will be handled by TAW in accordance with applicable laws. You acknowledge that no such funds will be returned to you.
4. Customer Service. TAW will provide you with designated contacts who will provide customer support in connection with the Orders.
5. Fees & Payment; Taxes.
5.1. You agree to pay TAW for the face value of the Reward Cards, less any applicable discounts, and for any fees identified at the time the Order is placed (collectively, the "Purchase Price"). We reserve the right not to satisfy any Order until the Purchase Price is paid in-full.
5.2. Taxes. You bear sole financial responsibility for any and all sales, use, employment, or other similar taxes, including any fees, interest penalties and additions related thereto ("Transaction Taxes") imposed on or arising from the Orders, and your distribution of Reward Cards to Members, and your agree to indemnify and hold TAW and Issuer, and their owners, officers, employees, agents and representatives, harmless from any liability for such Transaction Taxes. You agree you will cooperate in the administration and application of any Transaction Taxes that may arise out of any Order.
6. Delivery of Physical or Digital Reward Cards. We will transmit the Reward Cards described in each Order to you or to the physical or digital address designated by you in connection with you Order ("Delivery Address"). You acknowledge that (a) TAW's obligation to transmit the Reward Cards to you is expressly conditioned upon your payment of the Purchase Price, and (b) any agreed-upon delivery date for the Reward Cards is subject to change for any cause that interferes with TAW's suppliers' production, supply, or transportation of the Reward Cards, including, but not limited to, any Force Majeure event. Subject to the terms and conditions contained herein, TAW will fulfill and ship all Reward Cards according to TAW's standard business practices after each Order is placed. Subject to Section3.6, title to the Reward Cards, and the risk of loss associated with the Reward Cards, shall pass to you or to your Members upon transmission of the Reward Cards to the Delivery Address.
7. Termination of the Reward Card Program. We may terminate the Reward Card Program at any time, without penalty or further obligation, in order to comply with applicable law, or if required to do so by any governmental authority, or in our sole discretion. In the event the Reward Card Program is terminated for any reason, our sole responsibility shall be to continue to accept all previously-issued Reward Cards in accordance with applicable law.
8. Disclaimers. EXCEPT AS EXPLICITLY SET FORTH HEREIN OR PROHIBITED BY APPLICABLE LAW, TAW AND ISSUER HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF ANY KIND THAT WAS MADE OR THAT MAY HAVE BEEN MADE IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, UNINTERRUPTED SERVICE, AND ANY WARRANTY ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE.
9. Limitation of Liability. EXCEPT AS EXPLICITLY SET FORTH HEREIN OR PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL TAW OR ISSUER BE LIABLE TO YOU FOR ANY DAMAGES, DIRECT OR OTHERWISE, IN CONNECTION WITH THE REWARD CARD PROGRAM. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY SHALL BE: (A) THE REPLACEMENT OF ANY REWARD CARD, IN THE EVENT ANY SUCH REWARD CARD IS DEFECTIVE OR NON-FUNCTIONAL DUE TO REASONS WITHIN TAW'S OR ISSUER'S CONTROL; OR (B) TO PROVIDE A REFUND, IN ACCORDANCE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN.
10. Legal Compliance.
10.1. You represent and warrant that all information you provide to TAW is true, complete and accurate in all respects, which information may include, without limitation, information regarding your Members.
10.3. You acknowledge and agree that TAW may verify all information provided to TAW by you or your Members and screen such information against government databases, as may be required by applicable law.
10.4. You represent and warrant to TAW that you will not distribute any Reward Card to any employee or other third-party that you have a reasonable basis to believe is engaged in illegal conduct. You acknowledge and agree that TAW reserves the right to deactivate all Reward Cards purchased hereunder in the event TAW reasonably suspects that one or more of such Reward Cards are being used or are likely to be used in connection with any fraudulent or other illegal activity. Except as required by applicable law, you agree that TAW shall not be liable for any losses or damages which may result from such action.
10.5. When required by, and in order to ensure compliance with, applicable law, TAW reserves the right to modify or discontinue, either temporarily or permanently, the services provided hereunder, including without limitation the distribution of Reward Cards. Except as required by applicable law, you agree that TAW shall not be liable to you or to any third-party for any modification, suspension or discontinuance of the Reward Card Program due to any change in applicable law.
These terms and conditions were last updated on August 26, 2016.