These Card Fulfillment Terms and Conditions (the “Agreement”) are by and between Blackhawk Network (Australia) Pty Ltd (ACN 123 251 703) (“Blackhawk”) and any client that submits an order form to Blackhawk for the purchase of Products (“Client”). By submitting an order form online or as otherwise agreed, the Client agrees to be bound by these terms and conditions.

1. Jurisdiction. This Agreement (including all Orders) is governed by and construed in accordance with the laws of New South Wales, Australia, irrespective of the country where Client is incorporated or where any Participant or end recipient is located and “Territory” means, in respect of an Order, the country or countries in which Products may be used or redeemed, as specified in that Order (which may include one or more countries in the Asia-Pacific region). 

2. Scope.  This Agreement shall serve as a master agreement pursuant to which Client may place orders for (i) prepaid card products whether plastic or electronic, including, as applicable, cards bearing a network logo that can be used anywhere that accepts that network brand (“Open Loop Prepaid Cards”)  and branded prepaid cards which, when activated, can be used to purchase services and merchandise from the relevant retailer (“Single Merchant Gift Cards”) (collectively, Open Loop Prepaid Cards and Single Merchant Gift Cards shall be referred to as “Cards”), (ii) URLs, electronic codes, or tokens that are associated with a designated monetary value, that are redeemable for Cards (“Codes”); (iii) telecommunications products such as digital SIM cards (“Telco Products”, and together with “Codes” and “Cards”, “Products”); (iv) related products, and (v) related fulfilment services (“Services”). Client agrees to purchase the quantity and denomination of Cards, related products and Services at the prices outlined in each order which is either dynamically created on Blackhawk’s website and executed by Client via electronic signature or is electronically submitted via file transmission to Blackhawk (in a form and format to be agreed between the parties) including that information required to fulfill Cards (each such order, an “Order”). All Orders placed by Client are subject to acceptance by Blackhawk. 

3. Fees and Payment. 

   1. Fees.  In consideration for the Products and Services, Client shall pay the amounts set forth in the Order, including the fees set forth in the Order (“Fees”) and amounts necessary to fund Products (collectively the face value of the Product and associated Fees are "Award Funds”) to those individuals participating in Client’s Program and, as applicable, receiving a Card in connection with Client’s Program (“Participants”).  Client agrees that Award Funds and Fees, where applicable, shall be prepaid by Client at the time of placement of an Order and are non-refundable and non-returnable, subject to all applicable laws affecting the operation of these terms and conditions in the Territory (including, for Australia, the Australian Consumer Law) (“Applicable Laws”).  Client agrees that Blackhawk will not process, or release Products until Blackhawk has received full payment. Additional terms may apply based on payment method (for example, direct debit) and shall be provided on the appropriate payment processing form by Blackhawk upon request.

   2. Prefund. Client and Blackhawk may establish an account prefunded by Client (in an amount to be agreed between the parties) for payment of Award Funds owed by Client to Blackhawk (the “Prefund Account”). When the amount of available funds in the Prefund Account drops below a threshold established by agreement between the parties, Client shall submit funds in an amount sufficient to bring the balance of the Prefund Account back up to the agreed prefund amount. Client acknowledges and agrees that Blackhawk will not be required to process or release Products until the corresponding Award Funds are forwarded and made available to Blackhawk.

   3. Multiple Currency Transactions. For Cards purchased in a currency different from the currency used for the payment, the load value of the Card purchased will be calculated and displayed through Client’s API integration in accordance with Blackhawk’s exchange rates made available at https://developer.blackhawknetwork.com/hawkmarketplace/docs/latest-exchange-rates as updated from time to time (the “Exchange Rates Page”). Client acknowledges that such load values are dependent on correct API implementation by Client. A currency conversion fee may be assessed and, together with the applicable load value, shall be set forth in the applicable Order, which shall be final and binding at the time the Order is accepted by Blackhawk. Client acknowledges that any exchange rates made available through Blackhawk’s Exchange Rates Page, developer portal, or related interfaces are provided for informational purposes only, may be subject to change, and do not constitute binding rates unless and until reflected in an Order accepted by Blackhawk. 

4. Taxes.

   1. The Fees unless otherwise stated are GST exclusive.

   2. Any reference in this clause 4 to a term defined or used in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) is, unless the context indicates otherwise, a reference to that term as defined or used in that Act.

   3. Any reference in this clause 4 to GST payable by an entity includes GST payable by the representative member of any GST group of which that entity is a member.

   4. Any reference in this clause 4 to input tax credits to which an entity is entitled will include input tax credits to which the representative member of any GST group of which that entity is a member is entitled.

   5. Unless expressly included the consideration for any supply made under or in connection with this Agreement does not include an amount on account of GST in respect of the supply (GST Exclusive Consideration) except as provided under this clause.

   6. To the extent that GST is payable in respect of any supply made by a party (Supplier) under or in connection with this Agreement, the consideration to be provided under this Agreement for that supply (unless it is expressly stated to include GST) is increased by an amount equal to the relevant part of the GST Exclusive Consideration (for its GST exclusive market value if applicable) multiplied by the rate at which GST is imposed in respect of the supply.

   7. The recipient must pay the additional amount payable under clause 4(f) to the Supplier at the same time as the GST Exclusive Consideration is otherwise required to be provided.

   8. The Supplier must issue a tax invoice to the recipient of the taxable supply at or before the time of payment of the consideration for the supply as increased on account of GST under clause 4(f) or at such other time as the parties agree.

   9. Whenever an adjustment event occurs in relation to any taxable supply made under or in connection with this Agreement the Supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid under clause 4(f), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.

   10. If one of the parties to this Agreement is entitled to be reimbursed or indemnified for a loss, cost, expense or outgoing incurred in connection with this Agreement, then the amount of reimbursement or indemnity payment must first be reduced by an amount equal to any input tax credit to which the party being reimbursed or indemnified (or its representative member) is entitled in relation to that loss, cost, expense or outgoing and then, if the amount of payment is consideration or part consideration for a taxable supply, it must be increased on account of GST in accordance with clause 4(f).

   11. Subject to clause 4(l), each party shall be responsible for its own individual taxes assessed on it in relation to income or profits earned by it, except that where any payment is made under this Agreement pursuant to an indemnity, compensation or reimbursement provision and that sum is subject to a charge to tax in the hands of the recipient, in that case the sum payable shall be reduced by the amount of required tax to be withheld and the said tax will be paid to the relevant tax authority. The party making the payment will seek the appropriate tax certificate from the relevant tax authority and provide this to the payee.

   12. Where any payment is made under this Agreement and that sum is subject to withholding or deduction on the account of taxes, then the payment owed to the party will be reduced by the amount of required tax and the relevant tax will be paid to the relevant tax authority. The party making the payment will seek the appropriate withholding tax certificate or similar support documentation from the relevant tax authority and provide this to the payee. For the avoidance of doubt, any currency conversion fees constitute Fees for the purposes of this Agreement. 

   13. Tax Change Event. In the event (i) that changes to Applicable Laws, or changes to interpretations with respect to taxes come to the attention of either Party that would materially affect the operation of this Agreement, or (ii) Blackhawk receives any form of inquiry related to taxes associated with the distribution or activation of Products that is not contemplated in this Agreement, or (iii) Blackhawk reasonably believes that it is or may be required to withhold any taxes related to the delivery or activation of Cards not contemplated in this Section (any one event constituting a "Tax Change Event"), then the Parties will immediately thereafter discuss in good faith any modifications to this Agreement needed to address the Tax Change Event.  If, after notice, the Parties do not come to a mutual accord over such modifications within thirty (30) days, either Party may then terminate this Agreement with thirty (30) days’ prior written notice to the other Party.

5. Portal Registration.    Each individual authorised by Client to place an Order via the portal (“User”) will access the portal via credentials unique to Client/User. Client acknowledges and agrees that Client is fully responsible for all Orders placed through the portal through credentials registered to Client or the Users. Blackhawk shall not be liable for, and shall not be obligated to cancel or correct, any Order made through credentials registered to Client or Users, except to the extent of any willful misconduct by Blackhawk or its employees or agents.

6. Fulfillment. Upon payment in full, Blackhawk will fulfill Products. If Client elects to use direct debit as a payment method,  Blackhawk will fulfill Products once an Order has been placed. If the Products are to be shipped directly to Participants, Blackhawk will submit the Product to the selected postal service provider, as applicable, on behalf of Client, except to the extent otherwise specifically agreed between the parties. For virtual Products, Products shall be distributed to the Product recipients via e-mail or to Client by delivery of bulk files via web services.  Client acknowledges that the use of post, overnight courier and electronic mail involves risks and the potential for lost, stolen or misdirected mail or email or delays in delivery of the mail or email, and Client agrees that Blackhawk shall under no circumstance bear any liability (financial or otherwise) resulting from or attributable to lost, stolen or misdirected or delayed mail or email, except to the extent attributable to the negligence or intentional misconduct of Blackhawk.  Risk of loss for the Products passes to Client upon delivery of the Products to the applicable carrier. Client acknowledges that Blackhawk’s delivery obligations are contingent upon Client providing all necessary information to Blackhawk and otherwise following the terms of this Agreement. If Client requests bulk delivery of Products, Client shall be solely responsible for secure storage of any Products in its possession, custody, or control, including but not limited to compliance with Network or Issuer storage guidelines provided by Blackhawk to Client, if any. For physical Product deliveries, additional fees will apply if Products are re-delivered to the Client or a Participant after they have been returned to the sender. 

7. Products.

   1. Fulfillment Requirements. Client shall only utilise Products in the applicable Territory and in connection with a bona fide loyalty, award, incentive, or promotion programs (“Programs”) where no money or other thing of value is given by the individual in exchange for the Products.  Client shall not offer Products for resale to consumers.  Client shall be solely responsible to manage and implement its promotion and determine which Participants are eligible to receive Products.

   2. Transaction Data. Transactional information obtained by any third party Card Issuer utilised by Blackhawk in the fulfillment of prepaid cards will be the sole property of such third party.

   3. Reselling. Notwithstanding clause 7(a), subject to Blackhawk’s written approval, Client may resell (i) Cards to other business clients; and/or (ii) approved Single Merchant Gift Cards direct to consumers for a Program if Client has completed and submitted any required partner application and has been expressly approved to resell Cards by Blackhawk to other business clients or direct to consumers (each business client or consumer an “End Client”) subject to the following requirements:

   4. In addition to the information required to be disclosed hereunder, Client shall provide to Blackhawk all requested information regarding each End Client if they are a business client. 

   5. If End Client is to submit funding or fees directly to Blackhawk, a "direct payment fee" will be charged, and a written agreement between Blackhawk, Client, and End Client is required.

   6. Should Blackhawk determine in its sole discretion that any End Client Program or End Client use is likely to (A) result in a withdrawal of approval by the Network or Issuer; (B) is likely to result in economic, regulatory or reputational damage to the Network or Blackhawk based upon the actual or intended use of Cards or circumstances in which Cards are distributed; or (C) Blackhawk identifies any elevated or unacceptable fraud, AML/CTF, sanctions, reputational or regulatory risk, then Blackhawk may cease or suspend issuance of Cards in association with this Agreement, and/or require End Client to cease or suspend distribution of Cards held in inventory.

   7. Client shall enter into a written agreement with End Client, the terms of which shall pass along all obligations or representations and warranties of the Client under this agreement, which, based on the structure of the Program, are controlled by or may properly be fulfilled by the End Client.  These include (i) prohibiting any resale or redistribution by the End Client; and (ii) incorporating any brand-specific or product-specific terms required by Blackhawk from time to time.

   8. Client shall ensure that: (i) if the End Client is a business client, only the End Client, and not a third-party, will have the responsibility, ability and authority to affect or modify the content and operation of the End Client’s platform related to the display, marketing, promotion, sales, Card terms and conditions and activation; and (ii) such sales will be conducted pursuant to the terms of this Agreement.

   9. In addition to the indemnification provisions set forth in this Agreement, the Client will indemnify and keep indemnified Blackhawk against any and all losses incurred by Blackhawk as a result of or rising out of (a) the Client’s failure to conduct due diligence on each End Client, (b) any resale of the Cards by End Client(s), and (c) any resale of the Cards to consumers by Client or End Client(s), including, without limitation, any loss resulting from a third party claim (including but not limited to claims brought by governmental entities).

   10. Client shall maintain records of all payments and any due diligence performed by Client on End Clients for a period of seven (7) years from inception of the program through which the Cards are distributed. All such records shall be subject to audit by Blackhawk.

   11. Cards may only be resold by the Client if the following conditions are satisfied: (a) no cash or cryptocurrency may be accepted as a form of payment, (b) Client must employ policies and procedures reasonably designed to prevent the sale of more than AU$10,000 worth of Cards in any one day to any one natural person, (c) if the End Client is a consumer, only approved Single Merchant Gift Cards will be sold to those End Clients; (d) for End Clients that are consumers, all Single Merchant Gift Card purchases by Client must be made via a Prefund Account; and (e) the Client shall verify that, if the End Client is a business, the entity buying the Cards is, in fact, a legitimate business, and shall retain records of that verification for the longer of (i) seven (7) years or (ii) five (5) years after the expiration of the program through which the Cards are distributed.

   12. Client shall comply with the requirements of Blackhawk’s Reseller Operations Manual a copy of which is available at https://connect.blackhawknetwork.com/publically-accessible-reference-documents/retail-distribution-partner-operations-manuals.

   13. Blackhawk may update the Reseller Operations Manual from time to time provided that the changes do not materially reduce or limit the Client’s rights under this Agreement. Blackhawk may update the Reseller Operations Manual in a way that reduces or limits the Client’s rights under this Agreement only if Blackhawk is required to do so by law, where such changes are imposed on us by a third party or where the change is required to protect our legitimate commercial interests. Where Blackhawk makes changes in a way that materially reduces or limits the Client’s rights under this Agreement, Blackhawk will endeavor to give the Client reasonable written notice of the changes to the Reseller Operations Manual. Blackhawk has the right to suspend sales or terminate this agreement if Client has not complied with the Reseller Operations Manual.

   14. In becoming an approved partner, Client acknowledges that Blackhawk does business directly with entities that utilise Blackhawk’s services or products in their own programs, as well as indirectly through other partner clients. The parties acknowledge that in such engagements, Blackhawk (or its other partner clients) and Client may be competing in overlapping markets. Notwithstanding the foregoing, Blackhawk confirms that during the Term of this Agreement it will not use Client’s Confidential Information for any purpose other than in furtherance of, or as specifically allowed in, this Agreement.

   15. Network and Issuer Rights. Client recognises and acknowledges that the design of any Card, any Program, and the use of Cards as provided in this Agreement are subject to the approval of Visa® or MasterCard® as applicable (each, a “Network”), and the issuing bank with whom the accounts associated with the Cards are held, or, for Single Merchant Gift Cards, the merchant issuer (each, an "Issuer").  Client acknowledges that such approval may be withdrawn by the Network or Issuer at any time. In addition, should Blackhawk determine (acting reasonably) that any such design, program, or use is likely to result in a withdrawal of approval by the Network or Issuer, or is likely to result in economic or reputational damage to the Network, the Issuer, or Blackhawk based upon the actual or intended use of Cards or circumstances in which Cards are distributed, then Blackhawk may cease or suspend issuance of Cards in association with this Agreement, and/or require Client to cease or suspend distribution of Cards held in inventory.

   16. International Product Fulfillment. Subject to this clause, Client shall not send or instruct Products to be sent outside the Territory specified in the relevant Order, unless: (i) the applicable Product is expressly designated by Blackhawk as authorized for shipment and/or redemption in the destination country; and (ii) such shipment and/or redemption complies with Applicable Laws, Network and Issuer requirements and any Territory-specific terms. Only personalised individual Orders may be shipped outside the Territory. International shipping addresses must be provided in the English alphabet (or such other character sets as Blackhawk may approve in writing from time to time). Blackhawk shall not fulfill Products to any country or territory that is prohibited or sanctioned under Applicable Laws (including any country or territory listed on sanctions lists administered or enforced by the Australian Government Department of Foreign Affairs and Trade, the Australian Sanctions Office, the Financial Action Task Force, any equivalent sanctions or export-control authority in the relevant Territory, or designated as prohibited by the relevant Issuer or Network (each a “Prohibited Country”)). Products may not be redeemed in any Prohibited Country, regardless of whether that country was previously permitted for Product shipment or redemption. Additional terms may apply to the fulfillment of Open Loop Prepaid Cards or other Products in currencies other than the primary settlement currency specified for the relevant Territory in the applicable Order.

   17. Information Requests. Blackhawk, the Issuer, and the Network may require Client to provide certain information to identify: (i) the intended use of Products issued under this Agreement, (ii) Client’s identity, and (iii) Client’s owners. Such information may be used to comply with applicable anti-money laundering laws, and to confirm that the Cardholder Agreement will comply with Applicable Laws, rules, and regulations. Client represents and warrants that any such information provided to Blackhawk is true and accurate and shall remain true and accurate prior to the placement of any Order. Based upon the information so provided (or Client’s failure to provide such information), Blackhawk, the Issuer, and the Network reserve the right to withdraw approval for Client’s program if it fails to comply with Blackhawk’s, the Issuer’s or the Network’s minimum requirements 

   18. Third Parties. Client shall disclose to Blackhawk any third party to be used for or involved in payment or distribution of Products (all such parties, the “Third Parties”). Further, upon any changes to the contact or identification information for any Third Party, Client shall provide Blackhawk with such updated information fifteen (15) business days in advance of such change.

   19. Supplemental terms. If Client wishes to purchase any Products, the resale and distribution of which are subject to additional terms and conditions dictated by the Issuer or necessary in Blackhawk’s reasonable discretion, Client acknowledges that execution of and compliance with such terms and conditions shall be a condition precedent to Client's ability to purchase and/or resell such Products. 

   20. Investigations/Loss. Subject to applicable law, Client agrees to comply with all reasonable requests made by Blackhawk to investigate, prevent, and recover sums due relating to any actual or suspected loss, fraud, or other improper use of any Product ordered by Client or on Client’s behalf. Blackhawk shall not be responsible for any third party fraud.

   21. Terms Applicable to Open Loop Prepaid Cards. The following terms apply to all Orders of Open Loop Prepaid Cards:

       1. General. Open Loop Prepaid Cards may be anonymous or personalised. For personalised Open Loop Prepaid Cards, Client shall provide only the first name and last name, or first initial and last name, of a natural person. If Client provides any text or symbols to Blackhawk other than the first initial or name and last name of the natural person Participant, (i) Blackhawk shall not be responsible for any costs associated with any request for replacement of such Cards, (ii) the Card shall be treated as an anonymous card for customer service purposes. As applicable, the personalised Card demographic data must include Participant’s home address regardless of the shipment method. Client shall transmit Participant home address and updates thereto as necessary to Blackhawk regardless of the shipment method specific to personalized Cards. Should addresses other than the Participant’s home address be provided, Client accepts and acknowledges that the Card may be suspended and/or cancelled and the Card may not function at the point of sale. Blackhawk reserves the right to deny participation or cancel any issued Open Loop Prepaid Card for any Participant or proposed Participant should the name of the Participant appear on any sanction lists, or other local, state, federal, or foreign lists of individuals being pursued by law enforcement agencies, or other such legal or risk related reasons as solely determined by Blackhawk.

       2. Card Package: If Client selects a plastic Card as the Award type, each Card may be issued with a Card carrier, a Cardholder Agreement insert, an envelope, and any other inserts applicable to the Card product (such as a “tips” page) or selected by the Client (collectively “Materials”). Client may utilise standard Materials, standard Materials featuring Client’s co-brand image, or custom Materials. Fees for co-branded or custom Materials shall be detailed in the “Fees” section of this Agreement. For non-custom Materials, whether or not co-branded, Blackhawk reserves the right to change the Materials without notice. Any co-branding by Client shall not be changed without Client’s approval. In the event custom Materials produced for Client are not utilized (i.e., no Cards fulfilled) after the earlier of (i) an eighteen (18) month period from the time the Materials are ordered or (ii) termination of this Agreement, Blackhawk may destroy any such Materials. Replacement Cards requested after destruction of custom Materials may be fulfilled with standard Card packets. Depending on the volume and type of custom Materials inventory requested, Client may be required to complete and submit a Custom Inventory Request Form prior to production or re-order of custom Materials. Conflicts between this subsection and the Custom Inventory Request Form shall be governed by the terms of the Custom Inventory Request Form.

       3. Cardholder Agreement. Except as otherwise specified herein, Client understands and agrees that the terms of a cardholder’s use of a Card issued under this Agreement (“Cardholder Agreement”) will be governed by terms and conditions established by the Issuer.

       4. Cardholder Fees. Any fees imposed on the cardholder, such as Card replacement fees, shall be disclosed in the Cardholder Agreement. Such fees may be reduced at Blackhawk’s discretion, without the need of Client approval. Client may establish customer service guidelines whereby Blackhawk customer service representatives may waive any such fees and credit charged fees to the relevant cardholder account, in which case any amounts so waived and/or credited will be billed to Client. Should any of the following occur during the Term of this Agreement so as to materially alter any features of the Cards, such as Card expiration or fees (including without limitation maintenance or interchange fees), then the parties agree that Blackhawk will no longer be required to offer Cards as a vehicle for Awards under this Agreement under the pricing set forth herein, and both parties agree to negotiate new pricing in good faith: (i) the issuance of new or modified laws, rules or regulations, or (ii) a court ruling.

       5. Changes. Client understands, acknowledges, and agrees that Blackhawk may need to make changes to the Products or Services from time-to-time as required by the Issuer or Network. Client further understands, acknowledges and agrees that there may be additional charges associated with such changes. In the event Blackhawk is required to make material changes, Blackhawk shall communicate such changes to Client as soon as reasonably possible.

       6. Participant Service Calls and Website. Blackhawk shall provide customer service regarding the Open Loop Prepaid Cards to Cardholders via telephone and a cardholder website.

       7. Card Funds. Unless the Card states, “Funds do not expire,” or words to this effect, Cards must be used prior to the valid thru date displayed on the Card and are no longer redeemable after midnight (AEST or AEDT) the last day of the month that is embossed or printed on the Card face. The Cardholder Agreement contains directions specific to any Card balance remaining after the valid thru date. Blackhawk reserves the right to suspend or cancel any Cards (or limit features offered on Cards prospectively), if it believes such Cards are being used for illegal or improper purposes.

       8. Disbursements Cards. With respect to Orders of disbursements Open Loop Prepaid Cards, if such Cards are offered to the Participant as one option of multiple payment methods, then Client shall display the short form disclosure to the participant prior to selection of payment method. Client must submit such disclosure to Blackhawk, and receive approval from Blackhawk prior to distribution of any disbursements Open Loop Prepaid Cards.

   22. Terms Applicable to Single Merchant Gift Cards. The following terms apply to all Orders of Single Merchant Gift Cards:

       1. General. Single Merchant Gift Cards cannot be personalised. Card plastic is standard, but other Materials may be customised. Client acknowledges and agrees that availability and pricing (including fees or discount percentages) of certain Single Merchant Gift Cards may change from time to time.

       2. Activation. Blackhawk shall activate all ordered Single Merchant Gift Cards: (i) prior to or after shipment to Client; or (ii) once a recipient of a Card has requested activation online.

       3. Customer Service. Blackhawk shall only be responsible for customer service inquiries from Client regarding fulfillment requests. Client acknowledges and agrees that all other customer service inquiries (including without limitation inquiries from cardholders) shall be the responsibility of Client or the Issuer.

       4. Cardholder Agreement. Except as otherwise specified herein, Client acknowledges and agrees that the terms of a cardholder’s use of a Single Merchant Gift Card provided under this Agreement will be governed by terms and conditions established by the Issuer.  Fees imposed on the recipient’s use of the Single Merchant Gift Card, if any, shall be disclosed in the terms and conditions established in the Cardholder Agreement.

       5. Non-AUD Denominated Single Merchant Gift Cards. In addition to the other provisions of this subclause “l”, for Single Merchant Gift Cards denominated in a currency other than Australian Dollars, such Single Merchant Gift Cards are each subject to their own respective terms and conditions that govern their redemption or use, and any expiration date or applicable fees. Blackhawk makes no representation or warranty related to, and has no obligation under, and disclaims any liability associated with such terms and conditions.

           

8. Email Delivery of Products.

   1. Client shall not provide any e-mail address to Blackhawk for delivery of Products by Blackhawk without obtaining the consent of the intended recipient of such e-mail, and Client shall not submit an e-mail address for any individual that has opted-out of receiving e-mails from Client. Client shall be responsible for complying with any Applicable Laws regarding sending of commercial e-mails and, in requesting delivery of Products via e-mail, shall be considered the sender of such e-mails.

   2. Client shall retain records of any consents to receive electronic messages and shall provide such records upon request from Blackhawk.

   3. Client shall ensure that information submitted to Blackhawk for the content and delivery of any e-mails generated in connection with the delivery of Products is accurate, not deceptive and complies with applicable law. Client shall submit accurate contact information that a recipient can utilize to opt-out from receiving future e-mails from Client, in compliance with applicable law. If Client does not provide information allowing recipients to unsubscribe, Client represents and warrants that such unsubscribe information is not required under applicable law, and Client assumes all liability for such determination.

   4. In addition to the indemnification provisions under the Agreement, Client expressly agrees to indemnify Blackhawk for any Claims or damages arising from Client’s failure to comply with this subsection.

9. Fraud. Subject to applicable law, Client agrees to comply with all reasonable requests made by Blackhawk to investigate, prevent, and recover sums due relating to any actual or suspected loss, fraud, or other improper use of any Product ordered by Client or on Client’s behalf. Blackhawk reserves the right to suspend or cancel any Products (or limit features offered on Cards prospectively), if it believes such Products are being used for illegal or improper purposes. Client further agrees that it waives any right to dispute charge backs related to “force post” transactions associated with prepaid Cards issued under this Agreement, where Client, End Client, or an affiliate of Client or End Client, is the merchant associated with the “force post”. 

10. Representations and Warranties. 

    1. Each party represents and warrants that it is authorised to enter into this Agreement and that this Agreement does not violate or breach any other agreement to which it may be a party.

    2. Each party represents and warrants that its performance under this Agreement is and shall be in compliance with Applicable Laws; provided, however, that neither party shall be liable for noncompliance to the extent that such noncompliance was caused by (i) the actions or inactions of the other party or (ii) to the extent that the other party assumed, in writing, the responsibility for compliance. 

    3. Each party represents and warrants that its use and disclosure of personal information of Participants does and shall continue to comply with all applicable foreign, federal, state, and local laws and regulations relating to the protection of such information. Consistent with the foregoing, Client represents and warrants that any such personal information which Client provides to Blackhawk or otherwise makes available to Blackhawk is not the subject of any applicable “opt out” election by a Participant and that Client has obtained any necessary approvals or consents from Participants prior to sending, disclosing, or making available (including without limitation inviting Participants to join a promotion or program) personally identifiable information of such Participants to Blackhawk.

    4. Client represents and warrants that Client shall be solely responsible for compliance with, and for ensuring that Client’s promotions or Programs are structured in compliance with, all Applicable Laws and regulations governing Client’s industry, business, promotion, Program, and gift cards. Client shall be solely responsible for compliance with any applicable law regarding advertising which may be used in support of Client’s promotions or Programs.  Client further represents and warrants that any content provided by Client shall not infringe on the rights (including without limitation the intellectual property rights) of any person or entity. 

11. Limitation of Liability and Indemnification. 

    1. LIMITATION OF LIABILITY. ANY CLAIMS INVOLVING BLACKHAWK’S LIABILITY TO THE CLIENT FOR DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE) SHALL IN NO EVENT EXCEED AUD$15,000. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ANY ISSUER IS LIABLE FOR ANY CONSEQUENTIAL OR, INDIRECT DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE AND WHETHER BASED IN CONTRACT, TORT OR OTHERWISE.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLACKHAWK WILL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CLIENT'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, UNLESS SUCH ACCESS, ALTERATION, THEFT OR DESTRUCTION IS CAUSED AS A RESULT OF BLACKHAWK'S:

       1. BREACH OF THIS AGREEMENT OR ANY APPLICABLE LAW WHICH APPLIES TO BLACKHAWK’S HANDLING OF THE RELEVANT DATA; OR

       2. BLACKHAWK’S INTENTIONAL MISCONDUCT.

BLACKHAWK DOES NOT REPRESENT OR WARRANT THAT THE ORDERING SYSTEM, THE FRAUD SERVICES OR ANY OTHER SERVICES PROVIDED PURSUANT TO THIS AGREEMENT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT SUCH SERVICES AND/OR THE SERVER THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.   CLIENT ACKNOWLEDGES THAT BLACKHAWK HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY AND DAMAGES AND DISCLAIMERS OF WARRANTIES HEREIN AND THAT THEY FORM AN ESSENTIAL PART OF THE BARGAIN BETWEEN THE PARTIES.  THE PARTIES AGREE THAT SUCH LIMITATIONS AND DISCLAIMERS WILL SURVIVE AND APPLY IN ALL CIRCUMSTANCES.

1. Indemnification. Each party agrees to indemnify, defend and hold the other party and its subsidiaries and affiliates (including all officers, directors, employees, contractors and agents of the foregoing) harmless from and against any and all third party claims, demands, suits, causes of action, subpoenas and discovery requests (collectively “Claims”) and any damages, liabilities, losses, costs and expenses, including legal fees incurred by the indemnified party as a result of such Claims, to the extent and proportion such Claims arise out of the indemnifying party’s (including but not limited to indemnifying party’s employees and subcontractors): (i) breach of its warranties, representations, covenants, or obligations under this Agreement; or (ii) intentional misconduct, except (in each instance of (i) or (ii)) to the extent of any indemnified party's negligence or intentional misconduct. 

2. Confidentiality.

   1. "Confidential Information" means the terms of this Agreement and all information or material which (i) gives a receiving party or a third party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the party who owns the Confidential Information; or (ii) which is either (A) marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, (B) known by the parties to be considered confidential and proprietary, whether or not marked as such, or (C) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary, whether or not marked as such.  Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; or (iii) is independently developed by the receiving party without reference to information received from the other party.

   2. Unless otherwise provided under this Clause, each party agrees to hold the other party’s Confidential Information in strict confidence in perpetuity.  The parties agree not to make each other's Confidential Information available in any form to any person (other than to a party's employees, accountants, auditors, legal advisers, subcontractors, or vendors that are obligated to hold the Confidential Information in strict confidence) or to use each other's Confidential Information for any purpose other than in furtherance of, or as specified or allowed in, this Agreement.  Each party agrees to take all reasonable steps to ensure that Confidential Information of either party is not disclosed or distributed by its employees, accountants, auditors, legal advisers, agents or contractors in violation of the provisions of this Agreement.  This Confidential Information Section supplements and does not supersede any existing non-disclosure or confidentiality agreements between the parties.

   3. In the event any Confidential Information is required to be disclosed by a receiving party under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, or by a demand or information request from a governmental authority, the receiving party requested or required to disclose such Confidential Information shall, unless prohibited by the terms of a subpoena, order, or demand, promptly notify the disclosing party of the existence, terms and circumstances surrounding such demand or request and consult with the disclosing party (as requested by disclosing party) on the advisability of taking legally available steps to resist or narrow such demand or request. 

   4. Client’s Confidential Information shall remain the sole and exclusive property of Client, and Blackhawk’s Confidential Information shall remain the sole and exclusive property of Blackhawk. 

   5. Each party acknowledges that its breach of the provisions in this Confidential Information section will cause irreparable damage and agrees that the other party shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

3. Intellectual Property

   1. Branding Compliance. When applicable, Client shall adhere to any branding guidelines provided by Blackhawk and shall not distribute, either internally or to the public, any materials (including but not limited to advertisements, marketing materials, promotions, direct mail (including email), press releases, internet notices or web pages, brochures and posters) that refer directly or indirectly to Blackhawk, any prepaid card network, Blackhawk’s merchant partners, any prepaid card or gift card Issuer, or any trademarks, service marks, trade names, copyrights, or logos (“Marks”) of any of the foregoing, or any prepaid or gift cards, without prior review and written approval from Blackhawk. Blackhawk’s branding review is to ensure appropriate usage of Marks and should not be interpreted in any way as an approval of the elements of Client’s Program or promotion, or that the program or promotion complies with Applicable Law.

   2. Product Terms and Conditions. Client shall, at all times, accurately describe the terms and conditions of the Product(s), as applicable, not strictly those for branding purposes, and Client shall be solely liable for all costs, expenses and outcomes of descriptions of the Card(s) other than as approved by Blackhawk as defined herein. Client shall not market, advertise or promote the availability of Products or the Program(s) under which they are distributed in any way that (i) is misleading or potentially misleading, or (ii) fails to clearly identify Program eligibility criteria or material terms and conditions of the Products. 

   3. Costs. In addition to the indemnification provisions set forth herein, Client shall be fully liable for any cost associated with Client’s breach of this section including, without limitation, revised or corrected materials, destruction costs, replacement Products or other replacements or returns, customer service costs incurred by Blackhawk as a result, legal fees incurred by Blackhawk for enforcement, and other fees, fines or penalties incurred by Blackhawk as a result of such breach.

   4. API and Platform Access. 

4. API License. During the Term, Blackhawk grants Client a non-exclusive, revocable, non-sublicensable, non-transferable license to access and use certain Application Programming Interfaces (“APIs”) as may be provided by Blackhawk, solely to support the Services and activities related to this Agreement.

5. Client shall at all times adhere to industry standard best practices relating to information security in accessing the APIs, the Blackhawk Platform and any other Blackhawk systems accessed by Client in connection with the Services. Client shall be responsible for any unauthorized access or activity to the Blackhawk APIs, Blackhawk Platform or any other BHN systems using Client’s credentials or API gateway, regardless of whether such access or activity was reasonably foreseeable by Client.

6. Restrictions. Client is solely responsible for calling the Blackhawk APIs in its environment in accordance with the specifications provided by Blackhawk. Client is solely responsible for ensuring that its API integration accurately calculates and displays load values, currencies, and any associated fees in accordance with Blackhawk’s specifications, and Blackhawk shall have no liability for errors arising from Client’s failure to do so. No rights or licenses are granted except as expressly set forth herein. Client will not (and will not allow any third party to) use Blackhawk APIs in connection with any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. or Canadian embargo, unsolicited mass distribution of email (“spam”), multilevel marketing proposals, hate materials, hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, abusive or otherwise offensive content, stolen products or items used for theft, or other illegal purposes. Except as expressly authorised under this Agreement, Client may not (and will not allow any third party to) (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile, modify, alter or otherwise attempt to copy, access or create any source code which is included in or derived from Blackhawk APIs or the Blackhawk Platform, (ii) interfere with or disrupt the integrity or performance of, or attempt to gain unauthorized access to, the Blackhawk Platform, its related systems or networks, any other systems or tools provided by BHN  or (iii) otherwise use Blackhawk APIs or Blackhawk Platform on behalf of any third party. “Blackhawk Platform” means the systems and technology used, controlled or licensed by Blackhawk, including, without limitation: (i) the architecture, design, and method of operation of such systems and technology; (ii) the Blackhawk APIs; (iii) other technology used by Blackhawk as part of the Services; and (iv) all methods, models, specifications, software, hardware, and other technology and information of any kind and in any form, and all Intellectual Property Rights relating to any of the foregoing.

7. Suspension Rights. Blackhawk may suspend Client’s right and license to use the Blackhawk Platform or any other systems or tools provided by Blackhawk (or any portion of the Blackhawk Platform, including suspension of Activations and provision of Products) for cause immediately upon written notice (email is sufficient notice) to Client, if: (i) Blackhawk’s systems determine  that Client’s use of the Blackhawk Platform poses a security or service risk to Blackhawk; (ii) Blackhawk’s systems determine that Client has failed to comply with Applicable Law or Product terms and conditions, (iii) Client is in material breach of its contractual obligations to Blackhawk or its affiliates, (iv) a Blackhawk Issuer withdraws its authorisation for Client’s sale of its Cards, (v) Blackhawk suspects there is evidence of fraud with respect to the Client Orders; or (vi) Client uses the Blackhawk Platform other than as expressly permitted in this Agreement.

8. Ownership. Blackhawk owns and retains all right, title and interest in and to the Blackhawk Platform or other Blackhawk systems and all improvements, derivatives and modifications thereto. Blackhawk or any of its affiliates reserves the right to modify, add to or replace the Blackhawk APIs at any time.

9. Updates and Modifications. In the event that Blackhawk intends to modify, add to or replace the Blackhawk APIs, Blackhawk will endeavour to provide Client with sixty (60) calendar days’ advanced written notice of such change; provided, that Blackhawk may provide shorter notice or no advance notice if such modifications, additions or replacements are necessary to comply with Applicable Law, or to address any security breaches, potential security breaches, or similar urgent concerns. Client will modify its connection to the Blackhawk APIs as needed to comply with the modified, revised, added or replaced Blackhawk API by the effective date of such change. The Parties will cooperate and provide reasonable assistance to each other to test, resolve any issues and ensure the interoperability of Client connection to the Blackhawk Platform.

10. Data Processing

    1. Blackhawk, as well as its vendors, suppliers, and providers, may obtain, use, disclose and otherwise process Personal Data (as that term is defined in the DPA) in the performance of this Agreement, as set forth in the Data Processing Addendum located at https://blackhawknetwork.com/b2b-data-protection-addendum (the “DPA”), which is incorporated herein by this reference. As further described in the DPA: (1) the address for assistance needed with Data Subject Requests is DL-GlobalPrivacyOffice@bhnetwork.com (this email address is confidential and should not made available to the public); and (2) notifications to Blackhawk regarding a Personal Data Breach shall be sent via e-mail to: DL-OCC@bhnetwork.com.  The DPA also includes Exhibit 1 to this Agreement.

11. Term and Termination. Upon acceptance and approval by Client of the product set-up and/or placement of an Order by Client, Client agrees to comply with the terms and conditions set forth herein, which may be amended or supplemented by Blackhawk from time to time. This Agreement will be effective as of the date on which these terms are first accepted by the Client or User (the “Effective Date”) and shall apply to all Orders placed by Client for Products until the Agreement is superseded, terminated or amended by the parties as provided herein (the “Term”). This Agreement and/or any Order placed pursuant to this Agreement may be terminated by either party: (a) immediately in the event that an event of default occurs whereby the other party becomes insolvent, or an administrator, receiver and manager is appointed to the other party; or (b) upon written notice to the other party, if the non-terminating party has breached any term of this Agreement, and failed to cure such breach (for non-payment obligation breaches only) within thirty (30) days of its receipt of written notice from the terminating party of such breach, or (c) for any reason upon sixty (60) days written notice. In addition, Blackhawk may terminate this Agreement and/or any Order placed pursuant to this Agreement: (i) if required by the Network, Issuer, or any vendor required for the processing and fulfillment of any Products; (ii) in the event any financial statement, representation, warranty, statement or certificate furnished by Client in connection with or arising out of this Agreement is materially untrue as of the date made or delivered; (iii) upon any change in any applicable statute, rule, regulation, ordinance, or other law or any order or directive or interpretation of any applicable governmental authority or regulatory body which, in the reasonable opinion of Blackhawk either invalidates or is otherwise inconsistent with the terms of this Agreement, would cause one or both of the Parties to this Agreement to be in violation of the law, would materially impact Blackhawk’s ability to satisfy its obligations under this Agreement; and/or would have a material adverse effect on Blackhawk’s business, financial condition and/or operations; (iv) if there is excessive fraud associated with the Ordered Products, as determined by Blackhawk in its sole discretion; (v) in the event any Client intellectual property or  information provided by Client infringes or is alleged to infringe on the rights of any person; and/or (vi) in the event Blackhawk believes Client’s conduct may be harmful to Blackhawk’s business. No termination or expiration of this Agreement shall affect any right or obligation that accrues prior to such termination or expiration. Notwithstanding the foregoing, in the event that Blackhawk provides a notice of termination to Client, Blackhawk shall have the right to suspend performance under this Agreement or any Order placed pursuant to this Agreement during the notice period and/or thereafter unless and until the breach is fully remedied by Client.

12. General provisions.

13. Governing Law. Any claim, controversy, or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set out in clause 1 above. 

    1. Publicity. Client agrees that, during the Term of this Agreement, Blackhawk may list Client as a current client on Blackhawk’s web site and in Blackhawk’s promotional materials, and may provide a general description of the products and services provided to Client by Blackhawk, and may use Client’s logo in association with such listing.

    2. Export Controls. The parties will comply with all applicable export, re-export, sanctions and trade control laws and restrictions and regulations of the Australian Government Department of Foreign Affairs and Trade, the Australian Sanctions Office and any equivalent export-control or sanctions authority in the relevant Territory, as well as any other applicable foreign agency or authority. Neither party will export, re-export or allow the export or re-export of any Blackhawk Proprietary Materials or any other technology in violation of any such restrictions, laws, or regulations.

    3. Entire Agreement.  This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements or understandings relating thereto.  Any client-issued purchase order(s), vendor enrollment forms, or other similar documentation provided by Client shall be for informational purposes only and shall not alter or override the terms of this Agreement. 

    4. Counterparts. This Agreement may be executed in several counterparts, any of which may be transmitted or received electronically, and each counterpart shall be deemed an original instrument.  All such counterparts together shall constitute a single agreement. 

    5. Modification.  Blackhawk reserves the right to change the terms of this Agreement at any time if Blackhawk considers it reasonably necessary to protect its legitimate interests.  

    6. Survival.  Those clauses of this Agreement whose obligations would normally extend beyond a termination of this Agreement shall so survive the termination of this Agreement. 

    7. Third Party Beneficiaries.  Except for any Issuer whose Cards are distributed under this Agreement, no consumer, or any other third party is beneficiary to this Agreement. 

    8. Independent Contractors.  Each party agrees that (a) the relationship between them is that of two principals dealing with each other as independent contractors, (b) neither shall have the right, power or authority at any time to act on behalf of or to represent the other, and (c) except as expressly set forth in this Agreement, each party shall be separately and entirely liable for its own debts and liabilities in all respects. 

    9. Force Majeure.  Neither party shall be liable for any delay or failure to perform (other than the payments due under this Agreement) due to any cause or condition beyond such party’s reasonable control whether foreseeable or not including, without limitation, acts of God, war, riot, fire, explosion, accident, acts of terrorism, seasonality, the acts or omissions of any third party, and un-forecasted volume. Any orders of Products so affected shall be suspended for the duration of the delay. 

    10. Severability and Waiver.  If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement will not be affected thereby and shall be binding upon the parties and will be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.  The failure of either party to insist upon strict performance of any of the provisions contained in this Agreement will in no way constitute a waiver of its rights, at law or in equity, or a waiver of any other provisions of this Agreement or subsequent default by the other party in the performance of or compliance with any of the terms and conditions set forth in this Agreement.

    11. Headings.  The headings of this Agreement are intended solely for convenience of reference and will be given no effect in the interpretation or construction of this Agreement.

14. Amazon Cards. If Client orders Amazon Cards, the following terms apply:

15. Amazon reserves the right to void or reject any Amazon Cards for redemption that is suspected to have been obtained or created by fraud, deception, data breach, account compromise, or any other improper or illegal conduct (each, a "Security Incident").  Client will make the Amazon general terms available to recipients of Amazon Cards in a manner and form as provided by Blackhawk, the required form of which is directed by Amazon;

    1. Client will maintain administrative and technical safeguards and other security measures consistent with current industry best practices to protect the security and confidentiality of Amazon Cards, associated serial numbers, and any other information that Client receives or uses under the Agreement from threats or hazards to its security and integrity, accidental loss, alteration, or disclosure. Additionally, after Client distributes any Amazon Cards, Client must securely delete and/or remove the associated Amazon claim codes from all of Client’s electronic and physical systems. Client will inform Blackhawk immediately if Client discovers or suspects a Security Incident involving Amazon Cards.

    2. Client will not sell, lease, or rent the information that an individual is a recipient of Amazon Cards or an intended user of the Amazon websites for any purpose, or use such information for purposes of sales, promotion, or advertisement of any kind to any cardholder. Nothing in this Clause will prevent Client from conducting marketing activities based solely on information independently acquired or developed by Client through activities unconnected to the Agreement.

    3. Client will not (a) charge any fees in connection with the use or distribution of Amazon Cards, (b) resell any Amazon Card for more than its redemption value, or (c) misrepresent the redemption value of any Amazon Card.

    4. Client will not use Amazon trademarks except in accordance with Amazon’s Brand Use Requirements and as is expressly permitted by Blackhawk which is directed by Amazon; 

    5. Client will not claim any Amazon Cards to Client’s own account to procure goods or services from the Amazon Sites. If Client is a participant in the Amazon Sites Associates Program, then Client may not purchase, redeem, suggest, or direct any cardholder to use or redeem Amazon Cards through that program.

    6. Client will not use the Amazon brand to disparage Amazon, its products or services, or its partners in any manner which it believes, in its sole discretion, may diminish or otherwise damage or tarnish Amazon’s goodwill.

    7. Client permits the disclosure by Blackhawk of Client’s information as necessary for Blackhawk to fulfill its reporting obligations under its agreement with Amazon.  “Client Information” means Client’s name, a description of Client’s use of Amazon Cards, the sales price of Amazon Cards offered by Client, a description of advertisements or other promotional materials created in connection with Client’s advertising or distribution of Amazon Cards, the identifiers of Amazon Cards sold by Client, and such other information as Amazon may reasonably request.  In the event Amazon requests information that Blackhawk does not already have, Client shall provide such information within seven business days, and Client agrees that Blackhawk may disclose that information to Amazon as required by Amazon.

    8. Client disclaims, to the extent permitted by Applicable Law, all warranties and any liability by Amazon or its affiliates for any damages, whether direct, indirect, incidental or consequential, arising from the sale, resale and distribution of any Amazon Cards. Notwithstanding, this Clause does not apply to any claim that a cardholder may have directly against Amazon and does not apply to any warranty or liability that Amazon has agreed to under a separate agreement or arrangement with Client. Further, in the event Amazon ceases to carry forth its responsibilities as issuer of the Amazon Cards, then Blackhawk and Client will collaborate to seek available remedies, including using remedies available in Blackhawk’s agreement with Amazon. For the avoidance of doubt, Client acknowledges that Blackhawk is not required to or liable for refunds associated with Amazon Cards, except as required by or liable for under the Agreement; and

    9. Client will defend and indemnify Amazon and its Affiliates (and each of their respective employees, directors and representatives) from and against any and all losses arising out of any claim against Amazon, its affiliates, or any of their respective employees, directors and representatives to the extent such claim is based on (i) any failure by Client to provide or disclose the full terms, conditions and restrictions applicable to Amazon Cards as provided to Client, (ii) Client’s marketing, promotion and distribution of Amazon Cards (except to the extent attributable to Amazon trademarks), (iii) any violations of Applicable Law by Client or its employees or agents, and (iv) any violation of Client’s obligations or terms in this Agreement. 

16. Apple Cards. If Client orders Apple Cards, the following terms apply:

    1. For the term of this Agreement with Blackhawk, Client shall only distribute, promote, offer for sale or permit the sale of Apple Cards through programs that have been approved in writing (e-mail shall suffice) by Blackhawk. Client shall provide all requested program details in order to secure such approval.   

    2. Client agrees that once the Apple Cards are provided to Client, those Apple Cards may not be resold.  Apple Cards will not be deemed “resold” so long as Client does not receive any funds for such Apple Cards from the employee or customer who receives the card as part of the Client’s incentive program (the “End User”).  Once Client has been provided with Apple Cards, those Apple Cards cannot be awarded another incentive program other than Client’s own.

    3. Client will not use the Apple Logo or any other Apple-owned graphic symbol, logo, or icon on or in connection with web sites, products, packaging, manuals, and promotional/advertising materials, except as is expressly permitted by Blackhawk 

    4. Client will submit any advertisement, promotional material, End User communications, or other related content created by Client in connection with Client’s advertising or distribution of Apple Cards (“Placements”) to Blackhawk for review prior to using any such Placement. Client will not make any Placement containing any defamatory, libelous, threatening, hateful, discriminatory, or harassing material, or any pornographic, obscene, gratuitously violent, illegal or otherwise offensive or objectionable content. Any such promotions must comply with Apple guidelines as we may provide to Client from time to time.

    5. Client permits the disclosure by Blackhawk of Client’s information as necessary for Blackhawk to fulfill its reporting obligations under its agreement with Apple.  “Client’s Information” means Client’s name, a description of Client’s use of Apple Cards, the parties to whom Client intend to distribute the Apple Cards, sales figures relating to the sale of such Apple Cards (including breakdown by geography and location), a description of advertisements or other promotional materials created in connection with Client’s advertising or distribution of Apple Cards, the identifiers of Apple Cards distributed by Client, and such other information as Apple may reasonably request.

    6. Client agrees that the Apple Cards will only be used by Client for the purpose of non-resale programs such as: gifting, reward company programs, loyalty programs, and/or customer acquisitions.  With respect to so-called ‘Loyalty Programs’, the only acceptable method for distributing Apple Cards to End Users will be if Client has a points system in place for the purpose of awarding gifts.  Loyalty Programs may not include any form of cash or credit card transactions for the purpose of passing Apple Cards through to End Users unless previously approved by Blackhawk in writing.

    7. The Card/Code Terms and Conditions as supplied by Blackhawk from time to time must be displayed to the End User prior to that End User redemption of those gifted Apple Cards.  In addition, the following language will be added to the Terms and Conditions for the End User for purposes of the Program:  Apple Cards may not be resold. 

    8. Client shall distribute Apple Cards in the Territory only and shall not distribute Apple Cards across international borders.

    9. Client will not provide any refunds in connection with Apple Cards.

    10. Client will implement enterprise level fraud prevention measures to protect the Cards.