TOTUSDirect Terms & Conditions
1. Gift Cards
Gift Cards are not refundable for cash or returnable to TGCM (“TOTUS”), the issuer, or the Brand, nor its affiliates (collectively, “TOTUSDirect”). Each Gift Card is subject to all terms and conditions of this Agreement and any additional terms and conditions that are (i) printed on the back of the card, (ii) contained in the Sales Order, or (iii) located on the TOTUSDirect support site or brand website. Customer is purchasing any and all Gift Cards for distribution, without compensation, to its employees, customers, vendors, or other third parties. Customer is prohibited from reselling the Gift Cards without the prior written consent from TOTUS.
2. Payments
Payment(s) shall be made as indicated on the invoice issued by TOTUS Gift Card Management. Customer shall pay the full amount of the Order Invoice prior to shipping the applicable Gift Cards to Customer, or as otherwise agreed upon in writing.
3. Brand Marks and Card Alterations
By acceptance of the Gift Cards, Customer acknowledges and agrees that any logos, brand names, trademarks, service marks, trade names, copyrights, or other intellectual property depicting the brand (the “Brand Marks”) are the sole exclusive property of brand under applicable state and federal law. If Customer desires to use any marketing or promotional materials that use, advertise, or reference any Brand Marks (the “Marketing Materials”), then Customer shall submit such Marketing Materials to TOTUS for prior review and approval. Customer shall not be entitled to use (for any purpose) any Marketing Materials containing the Brand(s) Marks or referencing the brand unless approved by TOTUS. In no event shall Customer make any false or misleading statements regarding Brand or the Gift Cards. Except for the limited rights granted here, Customer is granted no other rights to the Brand Marks or to any other iintellectual property rights of Brand. All rights not specifically granted to Customer are reserved by, and remain with, TOTUSDirect. Customer shall never do or permit to be done any act or thing that impairs the rights of TOTUSDirect with respect to the Brand Marks. Customer shall never attack the validity or distinctiveness of the Brand Marks. All use of the Brand Marks shall inure to the sole benefit of Brand. Customer shall not alter (physically, electronically, or otherwise) any Gift Card.
3 a. Advertising Approval Process.
Marketing Materials in any medium that uses Brand Marks or references the Brand must be submitted to TOTUS for review and written approval. Materials must be submitted to “operations@tot.us”. Submitted Marketing Materials will be reviewed and a response provided within five (5) business days. If TOTUS requires changes to be made, TOTUS will communicate these changes to the Customer, and the Customer will make the required changes to the Marketing Materials and send the final form of the Marketing Materials back to operations@tot.us. Upon final approval, TOTUS will notify the Customer in writing of approval.
Submissions of Marketing Materials should include:
Copy of marketing plan or media schedule outlining planned use of the Marketing Materials
Images and examples of how the TOTUS_BRAND Marks and/or images will be used
4. Indemnification.
Customer shall defend, indemnify, and hold harmless TGCM (“TOTUS), the issuer, the Brand, and their parents, affiliates, and subsidiary companies and their respective directors, officers, employees, and agents from and against any and all claims, damages, and losses arising from, or related to, any action or omission of Customer or its agents or employees or any other affiliates of Customer that may receive the Gift Cards as a result of the Agreement between the parties in the marketing and promotion of the Gift Cards by Customer.
5. Disclaimers.
TOTUS PROVIDES THE GIFT CARDS AN “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” BASIS. TOTUS DISCLAIMS ALL WARRANTIES (EXPRESS OR IMPLIED) ARISING OUT OF, OR IN CONNECTION WITH, GIFT CARDS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. Limitations.
IN NO EVENT SHALL TOTUS OR BRAND BE LIABLE TO CUSTOMER (WHETHER IN TORT, IN STRICT LIABILITY, IN CONTRACT, OR OTHERWISE) FOR ANY (i) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) AMOUNT THAT EXCEEDS THE AGGREGATE FEES PAID BY CUSTOMER TO TOTUS UNDER THIS AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS.