Welcome to the Hawk Marketplace website (the "Website"). Hawk Incentives (as defined below) provides Services to you subject to the notices, terms, and conditions set forth in these Terms of Use. In addition, when you use any of our Services (including but not limited to, activation features), you will be subject to the rules, guidelines, policies, terms, and conditions applicable to such Service, and they are incorporated into these Terms by this reference. We reserve the right to change this Website and these Terms at any time. These Terms of Use create a binding agreement. ACCESSING, BROWSING OR OTHERWISE USING THE WEBSITE INDICATES YOUR AGREEMENT TO THESE TERMS OF USE, SO PLEASE READ THESE TERMS CAREFULLY BEFORE PROCEEDING.
An account with us on this Website, which you access with your User Name and Password.
As applicable, the card order agreement or other purchase agreement (whether accepted electronically or executed in physical form) between you and Hawk Incentives, pursuant to which you purchase prepaid card products in connection with a corporate award, loyalty or promotional program.
An employee, distributor or other person under your control and permitted by you to access, use and/or manage your Account.
All information contained on the Website, including but not limited to text, images, card art, account information and product information, all of which are the property of Hawk Incentives and its licensors.
Blackhawk Network, Inc., dba Hawk Incentives | a Blackhawk Network Business (also “we” and “us” as used herein).
This term is defined in Paragraph 11 below.
A unique personal identifier consisting of a combination of letters and numbers that, together with a User Name, provide you with access to your Account through the Website.
prepaid cards or gift cheques provided by Hawk Incentives in conjunction with a Program.
the arrangement under which Hawk Incentives provides Products to you for use as part of an expense program or a bona fide award, loyalty, or promotions program.
The electronic services offered through the Website, including, but not limited to, accessing your Account, managing orders, activating cards, and other related services.
These Terms of Use governing the use of the Website, and such other additional terms, conditions, rules and policies that are displayed or to which you may be directed in connection with the Website, as may be modified by Hawk Incentives from time to time.
the materials you post, download, display, transmit or otherwise distribute to or through the Website or Services.
Your personal identification code that, together with your Password, provides you with access to your Account through the Website. The User Name is the property of Hawk Incentives.
The Hawk Marketplace Website operated by Hawk Incentives through Internet pages at a website address provided by Hawk Incentives to you and pages linked thereto, for which the login page includes a footer link to the Website Terms of Use.
The company named in the Agreement, the company placing an order under the online order agreement or other agreement with Hawk Incentives, or any other party for whom Hawk Incentives has created an Account or otherwise authorized to access this Website, as applicable.
The Terms set forth the terms and conditions under which you may use this Website. Your access to, and use of, the Website, including the Content, are subject to the Terms contained herein. By accessing the Website or using the Service, you agree to be bound by the Terms. IF YOU DO NOT AGREE TO THE TERMS (WITHOUT LIMITATION, QUALIFICATION OR MODIFICATION), YOU ARE NOT AUTHORIZED TO ACCESS OR OTHERWISE USE THIS WEBSITE. You are responsible for regularly reviewing the current Terms. The most current version of the Terms can be reviewed by clicking on the Terms of Use hypertext link located at the bottom of our login webpage. Your use of the Website following any such revision means that you agree to the Terms as revised.
The Website is owned and operated by Hawk Incentives and its affiliates. Hawk Incentives grants you a non-transferable and limited license to access and make use of the Website to obtain product information and marketing material, and to perform such other transactions in relation to your Account as the Service may offer from time to time through the Website. The license granted in this Paragraph 3 does not include any resale or commercial use of the Website; any derivative use of this site; or any use of data mining, robots, or similar data gathering and extraction tools.
You acknowledge and agree that, without the prior written consent of Hawk Incentives, you will not:
(a) Copy, reproduce, duplicate, reverse engineer, reverse assemble, adapt, translate, modify, decompile, disassemble, or otherwise attempt to discover the source code; create a database in electronic or structured form by systematically and/or regularly downloading, caching or storing all or any Content; publish, license, create derivative works from, transfer, sell, resell, publish or in any other way commercially exploit any information, application, software, programs, products, Marks, Content or services obtained through the Service or on the Website, except as provided herein;
(b) Upload or transmit any material that infringes any patent, trademark, trade secret, copyright, moral right, or other proprietary rights of any party, including without limitation, rights of publicity or privacy;
(c) Use the Service for illegal, fraudulent or defamatory purposes or take any steps that could undermine the security or integrity of the Website or the Service;
(d) Use the Service for any purpose that is prohibited by these Terms. Without limiting the generality of the foregoing, you may not (i) use the Service in any manner that could damage, disable, overburden or impair our servers or networks, or interfere with any other user’s use and enjoyment of the Service; (ii) attempt to gain unauthorized access to any of the Services, other Website services, accounts, computer systems or networks connected to Hawk Incentives through hacking, password mining or any other means; (iii) obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website; (iv) post or transmit any virus, worm, trojan horse, spyware or other computer code, file or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment; or (v) use the Site or Service to send any email or other electronic messages without obtaining prior consent from the recipient(s).
You are responsible for all activity resulting from the use of your User Name and Password by any person, including any entry error or fraudulent use. You are responsible for maintaining the confidentiality of your User Name and Password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your User Name or Password. If your User Name or Password is lost, stolen or becomes known to an unauthorized person, you agree to notify Hawk Incentives immediately.
You grant Hawk Incentives a license to use User Content you post or transmit to the Website in connection with the operation of the business of Hawk Incentives, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. By posting User Content on the Site or Service, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.
We may, in our sole discretion, terminate or suspend your entry to, and/or use of, the Website, the Service, and/or your Account, or any portion thereof, at any time, with or without notice and for any reason (or no reason), and you agree that (a) if your authorization to enter the Website, use the Service or access your Account is terminated, you will not thereafter enter, use and/or access the Website, the Service or your Account, or attempt to do so, directly or indirectly, and (b) if your authorization to enter the Website, use the Service or access your Account is suspended, you will not thereafter enter, use and/or access the Website, the Service or your Account, or attempt to do so, directly or indirectly until such suspension is lifted. We also reserve the right to cancel Accounts that have been inactive for six months. For the avoidance of doubt, we may cancel your User Name or Password without notice, and if we request that you cease to use your User Name, you must do so immediately.
For the avoidance of doubt, (a) we may modify, suspend, discontinue and/or restrict the use of all or any portion of the Website including, without limitation, the availability of any Services contained on the Website at any time for any reason (or for no reason) and without notice or liability, and (b) we may, with or without notice to you, change any of the Services offered on the Website.
By using the Website, you authorize us to accept electronic submission of the data that you transmit to us through the Website, if any. You agree to comply with U.S. law regarding the transmission/export of data through the use of the Website or Service. You are solely and expressly responsible for the accuracy of the data you submit electronically through the Website or Service. Transmission records and files will be conclusive proof of use of the User Name or the Service and will be considered your submission of the electronic data through the Website.
We are committed to protecting the privacy of your personal information or personal information transmitted by you. Hawk Incentives’ privacy policy found at hawkincentives.com is expressly incorporated into these Terms of Use.
When you use the Website or send emails to us, you are communicating with us electronically. The term "electronic communication" means any communication of instructions by telex, telephone, wire or other method of telecommunication or electronic transmission, including a facsimile transmission or personal computer. We will consider any electronic communication received from you or in your name to be duly authorized by you. You authorize us to rely and act on any such communication. For our mutual protection, we may record telephone calls that relate to the use of or include instructions for using the Service or the Website. You agree that our records regarding any electronic communication will be admissible in any legal, administrative or other proceedings as if such records were original written documents. Our records will be conclusive proof of the information contained in such electronic communications. You consent to receive communications from us electronically, including via email. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, unless otherwise provided by law.
The trademarks, logos, service marks and other proprietary designations (“Marks”) used on the Website are the property of Hawk Incentives and its licensors. The Marks of Hawk Incentives’ merchant, network and banking partners are the property of Hawk Incentives’ merchant, network and banking partners respectively. Content posted by Hawk Incentives on the Website, such as page headers, text, graphics, logos, button icons, images, scripts, audio clips, digital downloads, data compilations, and software, is the intellectual property of Hawk Incentives and its licensors and is protected by United States and international copyright laws, with all rights reserved unless otherwise noted.
Your use of any of the intellectual property appearing on the Website is expressly prohibited without the express written consent of, as applicable, Hawk Incentives or the owner of the intellectual property. Without limiting the generality of the foregoing, your use, copying, republication or redistribution of the Content or Marks, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Hawk Incentives. You agree not to reproduce, modify, alter, deface, create derivative works or publicly display any of the Marks or Content made available through the Website without first receiving our express written permission. You further agree not to use the Content for any purpose other than the purpose for which such Content is made available to Authorized Users through the Website.
As between You and Hawk Incentives, other than as set forth herein, neither party shall grant, or be deemed to grant, to the other party any right, title or interest in or to the other party’s proprietary technology, methods and methodologies, software code, documentation, tools, patents, software and interfaces, trade secrets, works of authorship or other proprietary materials that are protected by intellectual property rights held by the other party or its licensors and used by the other party in the operation and maintenance of the Program, Products, Program website, or the Hawk Incentives website, including, without limitation, any and all intellectual property rights and other proprietary rights embodied therein or otherwise applicable thereto. Other than as set forth herein, neither party has granted or does grant to the other party any intellectual property ownership interest in such party’s names, titles, logos, trademarks or service marks or other intellectual property.
HAWK INCENTIVES HEREBY DISCLAIMS ALL WARRANTIES. THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HAWK INCENTIVES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. HAWK INCENTIVES DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE SECURE OR FREE OF INTERRUPTIONS, ERRORS OR VIRUSES.
HAWK INCENTIVES’ LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HAWK INCENTIVES BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY INETLISPEND. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.
You agree to indemnify, defend and hold Hawk Incentives, its parent and affiliates (and the officers, directors, agents, employees and representatives of Hawk Incentives and its parent and affiliate companies) harmless from any claims, demands, losses, liability, damages and/or costs (including reasonable attorneys' fees) arising from your access to or use of the Website, your breach of these Terms, or your violation of any law or the rights of a third party.
You agree that during your use of the Website or Services and for a period of three (3) years following your last use of the Website or Services, you will not disclose or use any Confidential Information (as defined below) of Hawk Incentives. You acknowledge that any breaches of this provision may result in irreparable harm to Hawk Incentives for which no adequate remedy at law may be available and that as such Hawk Incentives is entitled to equitable relief. “Confidential Information” means marketing philosophies and objectives, financial and pricing information, client lists, cardholder data, card numbers, card balances, cardholder transactions, business processes, competitive advantages and disadvantages, vendors, and any other information a reasonable person would determine to be sensitive, proprietary or confidential. Confidential Information does not include information that is publicly known through no fault of yours or that has been independently developed without access to Hawk Incentives Confidential Information.
If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect and any invalid provision will be replaced with a valid provision that most closely approximates the intent of the invalid provision. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
We may amend these Terms at any time by posting the amended terms on the Website. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of the Terms. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
The Website originates in the United States. The Agreement along with these Terms constitutes the entire agreement between Hawk Incentives and you pertaining to your use of the Website and the Service. The Terms shall be governed by and construed in accordance with the laws of the State of California, without reference to their rules regarding conflicts of laws. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in San Francisco County, California in all disputes arising out of or related to the use of the Website or Service. The parties have required that the Terms and all documents relating thereto be drawn up in English.
