American Express Gift Cheque

Purchase Agreement

The following sets forth the terms and conditions of the corporate Cheque agreement (“Agreement”) between Company and Blackhawk Network Inc., d/b/a Blackhawk Engagement Solutions regarding purchase by Company of the Cheques.  The terms “you”, “your”, and “Company” refer to the company placing the order online. The term “AMEX” refers to American Express Travel Related Services Company, Inc., the issuer and provider of customer service of the Cheques, and the party making the Cheques available for sale and to whom payment is made for the Cheques. The term “Blackhawk” “we”, “us” and “our” refer to Blackhawk Network Inc., d/b/a Blackhawk Engagement Solutions, the company accepting your order and communicating such order to AMEX.  CHEQUES MAY NOT BE RESOLD.

  1. Record Keeping. You shall record and retain the name, title and phone number of a corporate contact who must keep a record of all Cheque Recipients (hereinafter defined), serial numbers and distribution dates. These numbers must be recorded for compliance proposes and to service Cheque Recipients in the case of a refund request where the Recipient does not know the Cheque serial number. You, as the purchaser of the Cheques on behalf of Company, should not sign the Cheques. Recipients should sign the Cheques in the upper left corner immediately upon receipt. Recipients should countersign Cheques in the bottom left corner upon use. Save unused Cheques for future use or deposit into Company’s bank account.  Company must safeguard Cheques just as it would cash. A Cheque is refundable to the Recipient after it has been received and signed by the Recipient in the upper left corner of the Cheque and all instructions regarding refunds included with the Cheque are followed.  The provisions of this Section shall survive the termination of this Agreement.
  2. Fees. Cheque fees and shipping/handling fees apply.  Fees are non-refundable.  Preferred payment methods are ACH Debit, ACH Credit, wire transfer, company check or drawdown account; additional terms may apply and shall be provided on the appropriate payment processing form by Blackhawk upon request.
  3. Claims. Company shall inform all Recipients that, in the event of a reissue claim by the Recipient, AMEX shall require the Recipient to identify the Company as the giver of the Cheque in addition to other information (such as the serial number of the Cheque) normally required for Cheque reissue claims.
  4. Term/Amendment.  Upon the earlier of placing an order, buying and/or accepting Cheques for delivery, you agree to everything contained in this Agreement. You agree to comply with the terms and conditions set forth herein, which may be amended or supplemented by us from time to time. Updated terms and conditions may be found at www.bhengagement.com/legal/amexgiftchequeterms. This Agreement will be effective upon the purchase of Cheques and will remain in force until terminated by either party upon thirty (30) days prior written notice.  The terms in this Agreement shall apply to all orders placed by you or on your behalf. AMEX and/or Blackhawk reserve the right to audit Company’s compliance with this Agreement, at any time, upon notice.
  5. Cancellation. AMEX and/or Blackhawk reserve the right to cancel any Cheque order and to demand immediate return or destruction of any Cheques purchased but not distributed by Company (in which case, Company will be reimbursed for the face value paid by the Company for such returned/destroyed Cheques).
  6. Customer Service.  AMEX will provide customer service for the Cheques, including handling inquiries from Recipients of Cheques (“Recipients”).  The cost of providing refunds or replacement funds for Recipients who have lost Cheques once received shall be borne entirely by AMEX.  Recipient refunds will be handled in accordance with the terms and conditions of the Purchaser’s Agreement included in all Cheque packaging.  Such packaging shall include a toll-free customer service telephone number at AMEX.
  7. Authorized Account Changes. You acknowledge that the only way Blackhawk can determine whether any individual is authorized to place orders on your behalf and where you shall be liable for such orders, is for you to provide Blackhawk with authorization in writing (email or facsimile only) in accordance with Blackhawk’s instructions (the “Authorization”).  Upon receipt of the Authorization, Blackhawk shall validate the Authorization and shall notify the designated contact on your Blackhawk account of the acceptance or rejection of the Authorization.  For all “accepted” Authorizations, you shall be liable for all orders placed on your behalf.  This means that you are liable for payment, and shall not be reimbursed for any Cheque that is lost, stolen, misappropriated due to theft or embezzlement or that otherwise disappears following delivery as instructed by you or anyone placing orders on your behalf.  You shall be responsible for notifying Blackhawk immediately in writing (electronic, facsimile or hard copy) if any individual is no longer authorized to place orders on your behalf.  Without such notification, Blackhawk will assume that the process described above is sufficient documentation that the designated individual is authorized to place orders on your behalf.  You shall be responsible for any orders placed by authorized individuals prior to your notification to Blackhawk.    Further, any electronic communication between you and us will take place according to the provisions of this Section.  The term “electronic communication” means communication of instructions by email or facsimile.  We will consider electronic communication received from you or in your name via email or facsimile to be duly authorized by you. You authorize us to rely and act on any such communication for the purposes of making changes to your account, including but not limited to online ordering passwords and login identification. If the communication is by facsimile transmission, we will be entitled to act upon any signature purporting to be your signature. If we try to verify the signature on a facsimile transmission or the validity of any instructions electronically communicated (though we are not obligated to do so) and are unable to do so to our satisfaction, we may delay in acting on or refuse to act on such instructions. We may, at your request, forward to you copies of any statements, instruments or other documents by facsimile or other electronic transmission to the number or address provided by you. You agree that our records regarding any electronic communication will be admissible in any legal, administrative or other proceedings as if such records were original written documents. Our records will be conclusive proof of the information contained in such electronic communications.
  8. Customer Privacy. We shall not include or combine customer information or fulfillment information from you with our general customer marketing database for any purpose.  We will retain all applicable information for purposes of processing refunds, performing internal analysis and complying with applicable laws and regulations.  The retention of such information shall survive termination of this Agreement.  We will comply with all applicable laws and regulations regarding the use of customer information. Our Privacy Policy can be found at www.Blackhawk.com.
  9. Delivery Liability.  Delivery options are presented at the time or order.  Additional fees may apply.  AMEX assumes full liability for shipments until delivered to the address designated by you or on your behalf. Upon delivery, the full risk of loss shall immediately pass to you even if  the address provided by you was incorrect, the request for delivery was unauthorized (subject to Section G), and/or any mailing information received by us with regard to the processing of the order was fraudulent or incorrect. For clarity, for deliveries to Company, Company bears full liability for loss beginning with delivery to the address provided by Company hereunder until delivered to the Recipient.  Neither Blackhawk nor Amex are liable for losses incurred after the order has been delivered to the address provided to us by you. In addition, Blackhawk and AMEX reserve the right to refuse to deliver to certain addresses, at our collective or individual discretion. In the event of suspected fraud, the parties will cooperate in any investigation. Notwithstanding the preceding sentence, you agree that AMEX and Blackhawk are not responsible for any fraud committed or allegedly committed by any employee, vendor, and/or representative of Company who in his/her capacity as employee, vendor, or representative has ordered Cheques for non-company purposes, and subject to Section Q, Company agrees to indemnify and hold harmless AMEX and Blackhawk for losses incurred as a result of the employee, vendor or representative’s actions.
  10. Trademarks.  Neither party shall make reference to the other party or the other party’s logo or trademarks without the prior written approval of the other party.
  11. Publicity and Public Communication and Written Materials.  No press release or public announcement concerning this Agreement and/or the Cheques shall be made without prior written consent of the parties, which consent will not be unreasonably withheld, conditioned or delayed. Company may not amend or supplement these terms and conditions. Company may not supplement or amend any written materials distributed by us or AMEX with regard to the Cheque without our prior written approval.
  12. Relationship of Parties.  The relationship between Company and AMEX or Company and Blackhawk is that of independent contracting parties and shall not be deemed to be any other relationship including, without limiting the generality of the foregoing, that of joint ventures, partners, joint employers or principal and agent other than as specifically stated herein.
  13. Default. In the event of a material breach by either party in the performance of any of the material terms, covenants, conditions or agreements hereof which breach is not cured within thirty (30) days of receipt of written notice thereof from the non-breaching party, then such non-breaching party may, at its option, then or at any time thereafter and while said default continues, terminate this Agreement and be relieved of all further obligation hereunder, provided that the party in default may defeat such notice by curing the breach complained of within such notice period.
  14. Waiver. The failure of either party to enforce any provision or condition contained herein at any time shall not be construed as a waiver of that condition or provision nor shall it operate as a forfeiture of any right or future enforcement of such condition or provision.
  15. Confidentiality. Each party agrees not to disclose Confidential Information of the other party to any third party other than their respective directors, advisors, parent company, subsidiaries, affiliates, regulators and auditors, as needed, except as and if required by law, resolution or court order; nor shall either party use Confidential Information of the other for its own benefit. “Confidential Information” shall include, but not be limited to the specific terms and conditions of this Agreement as well as the past, present and future plans, ideas, business strategies, marketing programs, activities, software applications, customers and suppliers of the parties and their respective affiliates.
  16. Limitation of Liability. Neither party’s cumulative liability to the other party for any claims, liabilities, losses, damages or expenses, direct or indirect, arising out of or related to events in any one year under this Agreement shall exceed $100,000.  This limitation of liability does not apply to amounts due by Company to Blackhawk for products purchased hereunder.  In no event shall either party be liable to the other, under any theory, for lost profits, exemplary, punitive, special, incidental, indirect or consequential damages.  The provisions of this Section shall survive the termination of this Agreement. The provisions of this Section shall survive the termination of this Agreement.
  17. Indemnification.  Blackhawk and Company shall indemnify and hold harmless the other party from and against all claims, damages, losses and expenses, including reasonable outside attorneys’ fees and costs, by reason of any suit, claim, demand, judgment, or cause of action initiated by any person not a party to this Agreement, arising or alleged to have arisen out of the negligent or wrongful performance or failure to perform of their respective obligations under this Agreement; their respective negligent acts, or the negligent, wrongful or criminal acts of their agents, employees or representatives, whether or not related to or arising from this Agreement; or their or their agent’s, employee’s or representative’s respective violations or alleged violations of any federal, state or local laws, regulations or rulings.  Each party agrees to give prompt notice to the indemnifying party of intention to make a claim under this Section and to give the indemnifying party an opportunity to defend such suit, claim, demand, judgment, or cause of action by counsel of its own choice, provided that such counsel are reasonably acceptable to the other party.
  18. Compliance.  The parties shall comply with all applicable local, state and federal laws and regulations applicable to the sale of Cheques, including but not limited to the USA PATRIOT Act, and other relevant anti-money laundering laws. Company, upon request of Blackhawk or AMEX, shall promptly and accurately provide such requesting party with the information described herein relating to Cheque record keeping. Company shall retain such information for each distributed Cheque for seven (7) years following the date of distribution. Company shall be liable to Blackhawk or AMEX for direct costs and expenses caused by Company’s failure to respond promptly and accurately to a request for required information about a distributed Cheque during the period the Company must retain such information.  The provisions of this Section shall survive the termination of this Agreement.
  19. Alternative Dispute Resolution
    1. Procedures: The parties agree that any and all disputes, claims or controversies arising out of or related to this Agreement, including any claims under any statute or regulation (“Disputes”), shall be submitted first to non-binding mediation. If the Disputes are not resolved through mediation, the Disputes then shall be submitted for binding arbitration. Unless the parties agree otherwise, any mediation and/or arbitration shall take place in the State of Missouri, St. Louis County, and shall be administered by, and pursuant to the Commercial Arbitration Rules and Mediation Procedures of, the American Arbitration Association (“AAA”).
    2. Restrictions on Arbitration: Disputes shall be arbitrated on an individual basis. There shall be no right or authority for any Disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. The arbitrator’s authority to resolve Disputes and to make awards is limited to Disputes between the parties to this Agreement alone, and is subject to the limitations of liability set forth in this Agreement. Furthermore, Disputes brought by either party to this Agreement against the other may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by all parties. No arbitration award or decision on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. Should any portion of this Section 2 of this Alternative Dispute Resolution Section be stricken from this Agreement or deemed otherwise unenforceable, then this entire Section S shall be stricken from this Agreement.
    3. Enforcement: All offers, promises, conduct and statements, whether written or oral, made in the course of negotiation, mediation or arbitration hereunder, or proceedings by either party to confirm arbitration awards hereunder are confidential, privileged, and inadmissible for any purpose, including, without limitation, impeachment or estoppel, in any other litigation or proceeding involving any of the parties, provided that evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the negotiation or arbitration.  Either party may seek equitable relief in arbitration prior to arbitration on the merits to preserve the status quo.  The provisions of this Alternative Dispute Resolution Section may be enforced in a court of competent jurisdiction and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses (including attorney fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered.
  20. Assignment.  Neither party may assign this Agreement to any third party, without the other party’s prior written consent, and any attempt to do so will be void.  Notwithstanding the immediately preceding sentence, Blackhawk may assign this Agreement and its performance hereunder to an affiliated company without Company’s consent.
  21. Governing Law.  This Agreement shall be governed by the substantive laws of the State of Missouri without regard to conflict of law principles.
  22. Entire Agreement.  This Agreement represents the entire agreement between the parties regarding the subject matter herein.