Terms of Sale and Use: Bulk Purchases

PLEASE READ THESE TERMS COMPLETELY BEFORE MAKING ANY PURCHASE.

THESE TERMS OF SALE AND USE (“TERMS”) GOVERN THE PURCHASING AND USE OF ANY GIFT CARDS (“CARDS”) IN BULK FROM THE PERFECTGIFT.COM WEBSITE. CARDS ARE ONLY AVAILABLE FOR PURCHASE BY DULY FORMED BUSINESSES AND ASSOCIATIONS (“ENTITY” OR “ENTITIES”) IN GOOD STANDING FOR THE SOLE PURPOSE OF REDISTRIBUTION AND END USE AND MAY NOT BE RESOLD.

Perfect Gift, LLC (“PG,” “we” or “us”) provides Purchaser the ability to make a bulk purchase of open and closed loop Cards through the PG website and mobile application. Bulk purchase of any Cards is governed by these Terms. Any Cards purchased will have their own terms and conditions as described herein. Purchase of Cards in bulk via PG website constitutes Purchaser’s i) agreement to be bound by these Terms, ii) acknowledgment that such agreement constitutes a binding contract between Purchaser and PG and its Affiliates, iii) agreement to these Terms on behalf of a business, company, organization or Entity, and iv) represents and warrant personal authority to bind such Entity to the Terms. Purchaser should not make any purchases from PG without agreement to these Terms.

PG reserves the right to change and/or modify these Terms at any time and in our sole discretion. Purchaser should review these Terms each time a bulk purchase is made from PG to ensure understanding of the current terms and conditions that apply to each bulk purchase. Purchaser’s continued use of PG services and products indicates its express acceptance of any changes to the Terms.


PURCHASING CARDS IN BULK

New Purchaser Account Application

All new bulk Card Purchasers must apply to PG for approval. Subject to an approved application, various Card brands will be available for bulk purchase. To request an account, Purchaser must complete the request form via the PG website. Purchaser must create a confidential username and password for its account and provide PG with information about Purchaser and its business (i.e. personal name, company name, complete address, email address, phone number, website URL, FEIN/EIN and the purpose for gift card use).

PG will promptly review Purchaser application. Once an account application is approved, Purchaser will have access to PG’s secure bulk order system and may make bulk purchases. All purchases are subject to review by PG. We reserve the right, in our sole discretion, to cancel an order at any time.

General and On-Going Purchasing Requirements and Restrictions

Purchasers must be a legally existing Entities in good standing under the laws of the state in which they are organized. Purchasers must be authorized to bind the Entity to any purchases made from PG. Purchasers may only purchase bulk Cards for redistribution to end users (i.e. employees or other consumers).

Purchaser agrees to: (i) provide complete, accurate and current information; (ii) promptly update account information to keep it accurate; (iii) maintain the security of account and accept all risks of unauthorized access to account; and (iv) promptly notify PG upon discover or otherwise suspect that an account or password has been subject to compromise or unauthorized use (v) maintain a valid email address where PG may deliver information, notifications, disclosures, and other commercial communication.

With an approved purchasing account, Purchaser may buy Cards in bulk amounts from the PG Site, based upon its available balance of funds and in accordance with these Terms.

Purchaser’s Payments and Available Balance

For Purchaser’s initial order, a PG representative will contact you to provide payment option instructions. All payments are made in advance via wire transfer or certified check/money order.

Account balances are available in the PG bulk order dashboard. Purchaser may add additional account funds via the PG dashboard or by contacting a PG representative or the PG accounting department at corp@perfectgift.com.

Restricting Access to Purchaser Account Funds for Investigations

Purchaser expressly grants PG the right to restrict access to funds in Purchaser’s account as reasonably necessary for any investigations, dispute resolutions, or in response to a court order or if otherwise requested by law enforcement or governmental entity.

GENERAL TERMS AND CONDITIONS

All Sales Final

All purchases made on the PG website are final and all Cards purchased in bulk are non-refundable and non-returnable, provided, however, that if a Card does not function as a result of PG, we may, in our sole discretion, either refund the purchase amount or replace the defective gift card.

Order Errors

PG is committed to providing a seamless ordering system; however, PG does not represent or warrant that any provided information (i.e. description, redemption information, pricing, availability, delivery, denominations, etc. and collectively “Description Error”) about a gift card is error-free. In the event of a Description Error in an order, or in processing a gift card purchase or otherwise, PG reserves the right to correct such error and revise Purchaser’s order accordingly (including charging the correct price for such order) or to cancel the order and refund any amount charged.

Use of Cards

PG is not the issuer of any Cards. All Cards purchased are issued and activated by participating third-party merchants, retailers and vendors (collectively “Issuers”). After purchasing a gift card, Purchaser or the recipient of the gift card must activate the gift card by following the instructions provided by the Issuers. The gift card may only function upon activation. Upon activation, the gift card will be governed by certain terms and conditions established by the Issuer. Depending on the applicable laws and jurisdiction, and whether the Cards are promotional in nature, Issuers may set expiration dates for such Cards, in addition to other restrictions and requirements that each individual Issuer will have at their sole discretion subject to applicable law. Purchaser (or the recipient of the gift card) should review all applicable Issuer terms and conditions. Any questions regarding the applicable Issuer terms should be directed to the Issuer.

Issuers (not PG) are fully responsible for all aspects of their gift card programs. Issuers are also responsible for all liabilities, damages and costs suffered by Purchaser (or the recipient of the gift card) in possible connection with the purchase and the use of their gift card. While PG attempts to work only with reputable Issuers, PG has no liability for i) the sale of products or services using any gift card; and ii) any Issuer’s failure to honor a gift card.

Purchaser has no right to promote or use the name or commercial images of Issuer without express written consent.

Bulk Transactions, Invoices, Taxes, and Errors

At the time of a bulk purchase, Purchaser will receive an email receipt and an order confirmation number for the transaction. Retain this invoice for your records. With respect to Cards purchased in bulk, the amount paid for such Cards does not include any sales tax or other taxes which may be charged to Purchaser (or the recipient of the gift card) separately by the applicable Issuer at the time a purchase is made using the gift card.

For PG to review any invoice, Purchaser must notify us no later than 30 days after purchase/transaction date and Purchaser must provide the following information: (i) your name and your company name; (ii) a description of the error or the transaction you are looking to have reviewed, a detailed explanation as to why you believe there is an error including the dollar amount of such error; and (iii) your account username or email address. Your password will never be requested.

PG Has No Liability for Cards After Delivery

PG is not responsible for any value lost from a Gift Card after purchase and our delivery to Purchaser. Purchaser is solely responsible for any losses due to fraudulent activity on their accounts or Card balances.

Addressing Disputes with Merchants

Purchaser (or the recipient of the gift card) agrees to make a good faith effort to settle all disputes about purchases made using the gift card with the Issuer who accepted the gift card.

Gift Card Expirations

The expiration (if any) of Purchaser’s gift card varies based upon the specific Issuer policies and should be clearly identified in the Issuer terms and conditions. PG has no control over any expiration dates, however, most closed-loop Cards do not have any expiration date. If a gift card has expired or is deactivated, it is no longer valid. All transactions attempted using a deactivated Card will be declined.

Important Disclaimer of Liability

In addition to the disclaimers, limits on liability and indemnification obligations applicable to Purchaser’s use of any products and services on the PG website and set forth Terms, Purchaser expressly waives and releases PG and its subsidiaries, Affiliates, Partners, Officers, Directors, Employees and Agents from any liabilities, damages and costs arising from or related to (i) Purchaser’s loss or the theft of any Cards; and (ii) any act or omission of an Issuer in relation to a gift card it provides.

All risk of loss and title for Cards will pass to Purchaser upon a completed purchase of such Cards. PG is not responsible for any damage or loss resulting from stolen or lost Cards or any use of the Cards without Purchaser’s permission. PG is not responsible for replacing Purchaser’s damaged or lost gift card(s).

PG makes no warranties, express or implied, with respect to the Cards, including without limitation, any express or implied warranty of merchantability or fitness for a particular purpose. These disclaimers and limitations may or may not apply to Purchaser and are void where prohibited.

In providing Cards, we disclaim any duty or accountability other than those expressly set forth in these Terms. PG is not liable for the following, including but not limited to: i) circumstances beyond our control such as flood, fire, other natural disasters, civil unrest, or acts of God or war (“Force Majeure Event”) preventing the transaction or fulfillment of Purchaser’s order, ii) Purchaser’s order in excess of the funds available on account, iii) Purchaser’s improperly functioning internet connectivity, computer, system or device, iv) any issue covered by the Disclaimer of Liability section herein, or v) as otherwise stated in these Terms or provided by law.

Purchaser Account Termination or Suspension

PG reserves the right to close or suspend Purchaser’s account or take other appropriate actions if Purchaser violates, or is reasonably suspected of violating, these Terms or any policies or terms on any PG site in whole or part.

PG may modify or close Purchaser’s account for any reason or no reason at any time with or without notice, and without liability of any kind or nature to Purchaser or any third party. We may also suspend Purchaser’s account access (including the funds in Purchaser’s account) if Purchaser i) has violated these Terms, ii) pose an unacceptable risk to us, or iii) provides any false, incomplete, inaccurate, or misleading information or otherwise engages in fraudulent or illegal conduct.

If Purchaser’s account is terminated for any reason or no reason Purchaser agrees: i) to immediately stop using their account; ii) that we reserve the right, but have no obligation, to delete Purchaser’s information and account data stored on our servers; and iii) that we shall not be liable to Purchaser or any third party for termination of Purchaser’s account or deletion of Purchaser’s information or account data.

Purchaser’s may terminate or close their account at any time. Upon closure of an account, any pending transactions will be cancelled and we will remove the balance from Purchaser’s account. Any funds that we are holding in custody for an account at the time of closure, less any applicable fees, will be paid out to Purchaser. If an investigation is pending at the time Purchaser closes their account, we may hold Purchaser’s funds as described herein until such investigation is resolved. If Purchaser is later determined to be entitled to some or all the funds in dispute, we will promptly return those funds.

Upon termination of Purchaser’s account, Purchaser will remain liable for all amounts due under their account up to and including the date of termination.

Permitted Use of Gift Cards

Purchasers are not permitted to make purchases from PG if they are i) not a duly existing business or entity purchasing Cards, in bulk, for the sole purpose of redistribution; ii) placed on the U.S. Department of Commerce’s “Denied Persons List or Entity List” or iii) included on any other U.S. export control list.

Privacy Policies & Use of Information

In addition to the privacy policies of the PG website found at www.perfect.com/privacy-policy/ PG uses the information provided by Purchaser to insure accurate, safe, fraud-free transactions. Purchaser –provided information may be used to resolve inquiries or disputes, protect against unauthorized transactions or identity theft, as requested or required by law and law enforcement, for institutional risk control, and other commercially reasonable purposes which may include third-party review. Purchaser expressly agrees to these Privacy Policies and Use of Information Terms and grants PG the right to contact Purchaser with information related to purchase transactions and related terms or offers.

Waiver of Rights

Any failure to enforce a provision in some instances does not constitute a waiver of PG’s right to enforce such provision in other instances.

Contacting PG

If you have any questions or concerns regarding these Terms or any PG services, please contact us at: corp@perfectgift.com; or by mail to: Perfect Gift, LLC, 495 Mansfield Avenue, Pittsburgh, PA 15205.

Entire Agreement and Severability

These Terms constitute the entire agreement between Purchaser and PG with respect to any purchase of Cards in bulk and supersedes any other agreement, proposals and communications, written or oral, between PG and Purchaser with respect to the subject matter hereof. If a court should find that one or more rights or provisions contained herein are invalid, Purchaser agrees that the remainder of the Terms shall be enforceable.