Walgreens Corporate Gift Cards Bulk Purchase Agreements Terms & Conditions

WALGREENS CORPORATE GIFT CARDS BULK PURCHASE AGREEMENT

This Walgreens Corporate Bulk Gift Card Purchase Agreement (the "Agreement") shall govern the sale of Walgreens physical and digital gift cards ("Cards") from Walgreen Co. ("Walgreens") to you, as a commercial customer (" Company") pursuant to the Walgreens Corporate Bulk Gift Card Purchase Program (“Program”).. Purchase and/or redistribution of the Cards by Company constitutes acceptance of the terms set forth below.

1. Subject Matter. Cards are issued by and represent an obligation solely of Walgreens. Walgreens reserves the right, in its sole discretion, to accept or reject Company's order of Cards. Discounts available to Company for bulk purchases shall be determined by Walgreens, at its discretion and may be modified at any time. Company may also be subject to additional processing, shipping and handling fees. For physical Cards, if Walgreens accepts Company's order of Cards, upon receipt of payment, Walgreens shall provide Company with an agreed supply of inactive Cards. For digital cards, if Walgreens accepts Company's order of Cards and upon receipt of payment, Walgreens will either (as directed by Company as part of the order): (i) send digital cards directly to Company’s intended recipients via email addresses provided by Company or (ii) send Company a list of activation codes which Company may itself distribute to Company’s intended recipients. Walgreens shall activate Cards upon Company's receipt and written request or upon submission of a valid activation code, as applicable. Activation may require up to one (1) business day to complete. Title and risk of loss or damage to the Cards shall be borne by Company once shipped or otherwise distributed by Walgreens to the destination point or email address provided by Company in the applicable order. Walgreens shall not be responsible for Cards that are lost, stolen damaged once Cards are received by the carrier for shipment to Company. For digital Cards, Walgreens shall not be responsible for Cards that are lost or stolen or for Cards sent to an unintended recipient due to an incorrect email address provided by Company. Walgreens shall have no responsibility to verify email addresses provided by Company. All sales of Cards are final. Cards, once purchased by Company, are not refundable, nor can Cards be returned for credit or exchange.
2. Card Acceptance. Cards can be used only for purchases of merchandise at participating Walgreens or Duane Reade locations in the United States, Puerto Rico and the U.S. Virgin Islands or online at Walgreens.com. Cards are not reloadable. Cards are not redeemable for cash except as required by law. Lost, stolen or damaged Cards are not subject to replacement.
3. Use of Cards. Company represents and warrants that (i) it is purchasing the Cards for the sole purpose of redistribution to employees and/or customers or potential customers; (ii) it is not the end user of the Cards being purchased through the Program; (iii) it will distribute all Cards purchased through the Program and will not itself redeem, use or have any beneficial ownership rights in or to such Cards; (iv) it has the full right and legal authority to enter into this Agreement and comply with the terms of this Agreement; and (v) any and all use of the Cards will at all times comply with all applicable federal, state and local laws, rules, regulations and ordinances. Any specific information regarding resale or distribution of Cards by Company is proprietary to Company, and Company shall not provide it to Walgreens in any form unless required by law. Walgreens agrees that it shall not request such information from Company unless required by law to do so. Company shall not use or distribute Cards in any way that (i) is illegal or indecent; (ii) may subject Walgreens or its affiliates or the Walgreens brand to public ridicule or scandal; or (iii) has a negative impact on the goodwill associated with Walgreens, its affiliates or the Walgreens brand. Company shall not have the right to resell Cards for cash or other consideration. For additional details on permitted use of the Cards and any restrictions related thereto, please see the Card Terms & Conditions which are printed on the back of the Cards in summary form and available in complete form at Walgreens Gift Card Terms and Conditions. Use of the Cards by the Company’s employees, customers or potential customers is subject to the Card Terms & Conditions.
4. Fraudulent Use of Cards. Company shall take all reasonable measures to prevent the fraudulent use of the Cards, and shall provide prompt notification to Walgreens of any activity that Company has suspected knowledge of and which Company believes to be fraudulent.. Company shall be solely liable for fraud arising as a result of the actions of Company, its employees or agents. Company shall act promptly to mitigate all losses and claims in the event of any fraudulent activity.
5. Trademark License. Walgreens hereby grants to Company a limited, nontransferable, non-exclusive license to use Walgreens trademarks, service marks, trade names, logos, color combination, insignia, or other appropriate marks and slogans as may be approved by Walgreens solely in connection with the promotion or advertising of the Cards (“Company’s Program”), and not for any other purpose, provided, however, that any such use shall be subject to Walgreen's prior written approval in each instance. It is mutually understood by the parties that Company may not promote its products or services in conjunction with the Cards. Except as expressly provided herein, no right, property, license, permission or interest of any kind in or to marks owned or used by Walgreens or its affiliates is or is intended to be given or transferred to or acquired by Company by the execution, performance or non-performance of this Agreement or any part thereo.
6. Representations and Warranties. Each party represents that it is authorized to enter into and fully perform its respective obligations under this Agreement, and that entering into this Agreement will not violate the provisions of any other agreement to which it is a party. Company further represents and warrants that (i) the content of the Company's Program, the manner in which it is conducted, and the promotional materials created by Company shall be in conformity with all applicable federal, state and local laws and regulations; and (ii) the Company’s Program, all elements thereof, and any and all advertising and promotional material distributed in connection therewith shall not infringe or otherwise violate any intellectual property or other rights of any third party.
7. Indemnification. Company agrees to indemnify and hold Walgreens, its affiliates and subsidiaries, and their respective officers, directors, agents, employees, successors and assigns of each, harmless from and against any and all claims, suits, damages, losses, liabilities, obligations, fines, penalties, costs and expenses, including reasonable legal fees and expenses of whatever kind or nature (collectively, "Loss"), arising out of or based on : (i) any breach by Company of the terms, covenants, conditions, representations or warranties of this Agreement; (ii) the operation of the Company's Program or any advertising or promotional material relating thereto; (iii) any claims for libel, slander, invasion of privacy, infringement of intellectual property rights, piracy, plagiarism, idea misappropriation or unfair or improper trade practices or other wrongful business conduct under federal or state law, including without limitation any violation of the rules and regulations of the Federal Trade Commission, Financial Crimes Enforcement Network, Consumer Financial Protection Bureau, and analogous state agencies; and (iv) the use, sale or offering of any of Company's products and/or services pursuant to the Program approved hereunder. Company shall not, except with the consent of Walgreens, consent to entry of any judgment or administrative order or enter into any settlement that (i) could affect the intellectual property rights or other business interest of Walgreens, (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to Walgreens of a release from all liability with respect to such claim or litigation, or (iii) requires Walgreens to take any specific action, admit liability or pay any monies out of Walgreen's own resources without the Walgreen's prior written consent, which shall not be unreasonably withheld.
8. Miscellaneous:
• (a) Entire Agreement. This Agreement represents the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes any other agreement or understanding, written or oral, that the parties hereto may have had with respect thereto.
• (b) Buyers. The parties hereto are sellers and buyers, and nothing in this Agreement shall be deemed or construed to create, or have been intended to create a partnership, joint venture, employment, agency relationship, or independent contractor relationship between the parties hereto.
• (c) Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Illinois without regard to its rules on conflicts of law. Any action or proceeding to interpret or enforce the terms and conditions hereof shall only be brought in state or federal court located in Chicago, Illinois, and the parties agree to submit to the jurisdiction of such courts. In the event of litigation involving this Agreement, then party that prevails shall pay the other's reasonable attorneys fees and costs as a result thereof.
• (d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Company shall be deemed to have agreed to the terms and conditions of this Agreement by placing an order for Cards and submitting payment therefor.