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o. "Program"means Client's program pursuant to which Client issues Gift 34.3. Responsibilities of Client.The respon " `°` `�" ` `
<br /> Cards to Gift Card Holders and Processor provides the Services to forth below and elsewhere in this Section. 6.�.D. - Pag@ 43
<br /> enable such Gift Card Holders to use such Gift Cards to purchase a. Client will accept for processing any transaction initiated by one of its
<br /> goods and services at Designated Locations. customers using a Gift Card pursuant to the Services without discrim-
<br /> p. "Services"means the services provided by Processor in connection with ination with regard to the customer who initiated the transaction or
<br /> the Program as further described in this Section. the Gift Card Equipment at which the transaction was initiated.
<br /> 34.2. Services. Processor agrees to provide the Services set forth below b. Client will maintain all transaction records and other records required
<br /> in connection with the Program. by law or regulation to be maintained in connection with the operation
<br /> a. Processor will arrange for the production of all Gift Cards and all other of the Gift Card Equipment or the Program.Client will download and
<br /> services related thereto by the Gift Card Production Company for the store any and all Gift Card transaction reports for future reference.
<br /> Program in accordance with the specifications and fees set forth on the In the event that Client needs a report for a period past such six(6)
<br /> Gift Card Set-Up Form(the"Gift Card Set-Up Form"),which is incorpo- months,Processor may provide such requested report to Client at a fee
<br /> rated by reference herein. to be determined by Processor.
<br /> b. Processor shall establish and maintain Gift Card Data on the Database. c. Client will make its personnel and records available to Processor,its
<br /> agents and contractors,all within such time and in such forms or
<br /> c. Processor shall provide Client and its Affiliated Issuers with the manner as may be reasonably necessary to enable Processor to
<br /> capability to process selected transactions under the Program through perform the Services promptly and in an efficient manner.
<br /> Gift Card Equipment at Designated Locations. d. Client shall be responsible,at its sole cost and expense,for the sale and
<br /> d. Upon receipt of transaction information from a Designated Location by other distribution of Gift Cards to Gift Card Holders and for any
<br /> the Database,Processor will compare the proposed transaction amount marketing or advertising of the Program.
<br /> with the account balance maintained on the Database corresponding e. Client shall obtain,operate and maintain,at its sole cost and expense,
<br /> to the Gift Card or Gift Card Number that was presented at the all Gift Card Equipment required to enable Client and Affiliated Issuers
<br /> Designated Location.If the account balance is greater than or equal to to electronically transmit Gift Card Data in accordance with Processor's
<br /> the amount of the proposed transaction,Processor will authorize the specifications from all Designated Locations to the Database.
<br /> transaction.If the account balance is less than the amount of the
<br /> proposed transaction,Processor will decline the transaction.If Client's f. Client is solely responsible for obtaining Authorization in advance of
<br /> Gift Card Equipment supports"split tender;'and the account balance is each transaction.
<br /> less than the amount of the proposed transaction,Processor will Client is solely responsible for any losses it may incur in conducting
<br /> authorize the transaction for the amount of the account balance,and transactions when an Authorization is not obtained,including,without
<br /> return a message and/or receipt to the Gift Card Equipment showing limitation,transactions conducted when the Database or the Gift Card
<br /> the remaining amount of the transaction to be collected by Client. Equipment is not in service.Client assumes all risk of erroneous or fraud-
<br /> Client understands and agrees that an Authorization by Processor only ulently obtained Authorizations,unless such erroneous or fraudulently
<br /> indicates the availability of sufficient value on a Gift Card account at obtained Authorization is caused directly by Processor.Client understands
<br /> the time of Authorization and does not warrant that the person and agrees that an Authorization by Processor only indicates the availability
<br /> presenting the Gift Card or Gift Card Number is authorized to use such of sufficient value on a Gift Card account at the time of Authorization and
<br /> Gift Card or Gift Card Number. does not warrant that the person presenting the Gift Card or Gift Card
<br /> e. Processor shall provide an IVR,twenty-four(24)hours per day,seven Number is authorized to use such Gift Card or Gift Card Number.Client is
<br /> (7)days per week,through which Client and Gift Card Holders may responsible for the accuracy of all data transmitted by it for processing
<br /> obtain Gift Card balances. by Processor.
<br /> f. Processor shall provide a Gift Card product support help desk through 9• Client shall be responsible for accessing and comparing the reports
<br /> which Client may process selected non-financial transactions under supplied by Processor to its own records and promptly notifying
<br /> the Program.Support is currently available Monday through Friday, Processor of any necessary adjustments to Gift Card accounts.Client
<br /> 8:00 a.m.to 8:00 p.m.Eastern Time(excluding holidays).The hours and acknowledges that Processor will make adjustments to Gift Card
<br /> days of support are subject to change at any time;provided that(i) accounts pursuant to Client's instructions,and Processor shall have no
<br /> Processor will provide advance notice of any change in the hours and liability for any errors to Gift Card accounts that are made in accordance
<br /> days;and(ii)the total number of hours shall not be less than 40 in any with Client's instructions.
<br /> regular work week(excluding holidays). h. Client shall comply and shall ensure that all Affiliated Issuers comply
<br /> g. Processor will provide Client with Gift Card transaction reports, with all laws and regulations applicable to the Program.Client
<br /> accessible by Client through a designated Internet site.Processor will acknowledges and agrees that it is solely responsible for interpreting
<br /> maintain reports on the Internet site for Client's use for a period of all laws and regulations applicable to the Program,for monitoring
<br /> six(6)months.Processor may,in its discretion,provide additional or changes in laws and regulations applicable to the Program,and for
<br /> custom reports or report formats,as may be requested by Client from determining the requirements for compliance with laws and regulations
<br /> time to time,at a fee to be determined by Processor. applicable to the Program.Processor shall be entitled to rely upon and
<br /> use any and all information and instructions provided by Client for use
<br /> h. Client will at all times own all right,title and interest in and to all Gift in performing the Services and Processor shall have no liability whatso-
<br /> Card Data generated under the Program.During the term,Processor ever for any noncompliance of such information or instructions with
<br /> will retain the Gift Card Data for each Gift Card on the Database for a laws or regulations.
<br /> period of twenty-four(24)months following the date that the account
<br /> balance reaches zero.Thereafter,during the term,Processor may i. As between Client and Processor,Client shall bear all risk related to the
<br /> remove the Gift Card Data from the Database and archive such Gift loss or theft of,alteration or damage to,or fraudulent,improper or
<br /> Card Data in any manner determined by Processor in its reasonable unauthorized use of any Gift Card,Gift Card Number or PIN:(i)in the
<br /> business judgment.Notwithstanding the foregoing,within ninety(90) case of Gift Cards ordered through Processor,upon delivery of such
<br /> days of Client's written request,during the first twelve(12)months Gift Cards to Client or Client's Designated Location,as applicable,and
<br /> following the expiration or termination of the Gift Card Services, (ii)in the case of Gift Cards obtained by Client from a third party or Gift
<br /> Processor will compile a data report of the Gift Card Data stored in the Cards which Client requests to be delivered in a pre-activated state,
<br /> Database,in Processor's standard format,at a fee to be determined by Whether such loss occurs before or after delivery of such Gift Cards to
<br /> Processor.Processor shall deliver Client's Gift Card Data to Client in a Client or Client's Designated Location.
<br /> mutually agreeable format.Processor shall have no obligations with j. Processor and Client agree that during the term:(i)Processor will be the
<br /> respect to Client's Gift Card Data following delivery to Client. sole and exclusive provider of the Services to Client and its Affiliated
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