ii. Restrictions. Customer is solely responsible for accessing the Blackhawk APIs in its environment in accordance with the specifications provided by Blackhawk. No rights or licenses are granted except as expressly provided herein. Customer will not use (and will not authorize) the Blackhawk APIs in connection with any product, service or material that represents, promotes or is primarily used for the purpose of exchanging: spyware, adware or other malicious programs or code, counterfeit products, items subject to a U.S. or Canadian embargo, unsolicited mass distribution of emails (”spam”), Multi-level marketing suggestions, hateful material, hacking/surveillance/interception/decryption of devices, defamatory, defamatory, obscene, abusive or otherwise offensive content, stolen products or items used for theft or other illegal purposes. Except as expressly permitted in this Agreement, Customer may (and will not permit any third party) (i) copy, rent, rent, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile, modify, modify, modify, modify or otherwise attempt to copy, access or create source code contained in or derived from the Blackhawk APIs or the Blackhawk Platform, (ii) the integrity or performance of the Disrupt, interrupt or attempt to gain unauthorized access to the Blackhawk Platform or its associated systems or networks, or (iii) otherwise use the Blackhawk APIs or the Blackhawk Platform on behalf of third parties. ”Blackhawk Platform” means the systems and technologies used, controlled or licensed by Blackhawk, including but not limited to: (i) the architecture, design and method of operation of such systems and technologies; (ii) Blackhawk APIs; (iii) other technologies used by Blackhawk in connection with the Services; and (iv) all methods, models, specifications, software, hardware and other technologies and information of any kind and in any form, as well as all intellectual property rights in and to the foregoing. One. Each party represents and warrants that it is authorized to enter into this Agreement and that this Agreement does not violate or violate any other agreement to which it may be a party. 2. Term and Termination.
Upon acceptance and approval of the product configuration and/or the placing of an order by the Customer, the Customer undertakes to comply with the conditions set forth herein, which may be modified or supplemented by BH from time to time. The current terms and conditions may be viewed at blackhawknetwork.com/card-order-agreement or location designated by Blackhawk in the future. This Agreement is effective from the Effective Date and applies to all orders placed by customer for Rewards until the Agreement is replaced, terminated or modified by the parties as provided herein (the ”Term”). This Agreement and/or any appointment made under this Agreement may be terminated by either party: (a) immediately in the event that the other party ceases to operate as a continuing business, submits a voluntary application for discharge under the Bankruptcy Act, or makes an assignment in favour of creditors; or (b) upon written notice to the other party, if the non-terminating party has breached any provision of this Agreement and has failed to remedy such breach (solely for breaches of the payment obligation) within thirty (30) days of receipt of written notice from the terminating party of such breach, or (c) for any reason after sixty (60) days of written notice. No termination or expiration of this Agreement will affect any rights or obligations arising prior to such termination or expiration. Notwithstanding the foregoing, in the event that Blackhawk provides Customer with notice of termination, Blackhawk shall have the right to suspend performance of this Agreement or any Order placed under this Agreement during and/or thereafter, unless Customer fully remedies the breach. The purpose and duration of the processing of personal data are set out in the DPA and the relevant Agreement, and the obligations and rights of Blackhawk Network and its affiliates are set out in the DPA, however, the following descriptions may be used for reporting purposes: Seller processes consumer information specified below to fulfill orders for prepaid reward cards; Service cardholders and provision of related services. e.
Entire Agreement. This Agreement, including any written non-disclosure agreement previously signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any prior agreement or understanding in this regard. Any order issued by the Customer, the Seller`s Registration Forms or other similar documents provided by the Customer are for informational purposes only and may not modify or replace the terms of this Agreement. If any provision of this Agreement conflicts with the terms and conditions provided by Customer, THEN ACCEPTANCE OF CUSTOMER`S ORDER WILL ONLY BE MADE PURSUANT TO THE EXPRESS UNDERSTANDING AND CONDITION THAT THE TERMS AND CONDITIONS CONTAINED HEREIN GOVERN AND CONTROL THE AGREEMENT BETWEEN CUSTOMER AND BLACKHAWK, unless the parties expressly agree otherwise, in writing, made by authorized representatives of both parties. Blackhawk`s failure to conflict with the terms contained in Customer`s communications shall not be deemed a waiver or modification of the terms of this Agreement. No right or obligation other than those expressly set forth herein shall be derived from this Agreement. This Agreement may be signed in more than one counterparty, each of which may be transmitted or received by fax, and each Counterparty shall be deemed to be the original instrument. All these counterparties together form a single agreement.
c. Network and Issuance Rights: Customer acknowledges and acknowledges that the design of a Card, a Card Program and the use of the Cards as provided for in this Statement of Work are subject to the approval of Visa®, MasterCard® or Discover® (”Network”) and the issuing bank with which the accounts associated with the Cards are held, or, in the case of Retailer Gift Cards, Merchant Issuers (”Issuers”). The Customer acknowledges that this authorization may be revoked by the Network or the Issuer at any time. In addition, if Blackhawk determines, in its sole discretion, that such design, program or use is likely to result in withdrawal of network or publisher approval, or economic or reputational damage to the Network, publisher or Blackhawk as a result of the actual or intended use of the Cards or the circumstances in which the Cards are distributed, Blackhawk may then discontinue or suspend the issuance of Cards under this Statement of Work and/or require Customer to cease or suspend the distribution of Cards in inventory. Blackhawk reserves the right to determine the appropriate network for any Open Loop Prepaid Card or Program in accordance with applicable law and network and issuer requirements. The card issuer may set a limit on the total active balance that each participant can control. Blackhawk reserves the right to monitor these balances and may, but has no obligation, block access to funds if the combined balance of all cards controlled by a single participant exceeds the limit set by the issuer. iii.
Customer Service. Blackhawk is only responsible for customer customer service requests relating to fulfillment requests and their execution. Customer understands and agrees that all other customer service requests (including, but not limited to, cardholder requests) are the responsibility of the Customer or card issuer. 2. Indemnification; Expenses and fees. In exchange for the services provided hereunder, Customer shall pay PEX, during the term of this Agreement, the fees of the amount, duration and manner provided for in the Standard Tariff Plan selected by Customer, as further set forth in the Pricing Plan under pexcard.com/pricing, as it may be updated by PEX from time to time. and, as such, may otherwise be modified or supplemented in a Service Plan or by mutual written agreement between PEX and Customer (collectively, the ”Applicable Fees”). All applicable fees will be earned in full at the time the Services are provided and will not be subject to any refund or credit. .
