These Terms and Conditions apply to the sale of Best Buy physical and e-gift cards ("Gift Cards") to commercial customers ("Company"). By purchasing Gift Cards, Company agrees to be bound by these Terms and Conditions, as they may be modified from time to time ("Agreement").
1. Gift Cards Issuance.
Company may (i) only distribute Gift Cards as part of an employee or customer incentive, loyalty, rewards, recognition, or gifting program in the U.S. (each an "Incentives Program"); (ii) not purchase or distribute more than Two Thousand Dollars ($2,000) of Gift Cards to any person in one day; and (iii) not allow Gift Cards to be resold or transferred for monetary value, unless otherwise authorized in writing by an authorized officer of Best Buy. Best Buy reserves the right to audit your compliance with these terms. Best Buy reserves the right, in its sole discretion, to reject orders or distribution of Gift Cards in any location, at any time, in any manner, and by any individual or entity.
If you would like to purchase and (i) distribute more than $2,000 of Gift Cards to any person in one day, (ii) distribute the Gift Cards for more than an Incentives Program, or (iii) resell or otherwise transfer Gift Cards for monetary value, please contact Best Buy at corporategiftcards@BestBuy.com. In the event you are granted authorization for these restricted uses, you will be required to sign an additional agreement with Best Buy.
Gift Cards may be redeemed for select merchandise or services in any Best Buy retail store in the United States and Puerto Rico or at www.BestBuy.com, provided that they are properly issued and presented in accordance with the terms accompanying or printed on the Gift Cards and found at www.BestBuy.com/gcterms.
3. Activation and Security.
Physical Gift Cards will be shipped to Company fully activated. E-gift cards will be either (i) emailed directly to the designee(s) and the email address(es) as directed by the Company, (ii) made available to the Company via the Company's account, within links that can be sent to designees(s) by the Company, or (iii) made available to the company via the Company's account in the form of a code that can be sent to designee(s) by the Company (form and materials used to distribute the codes must be pre-approved by Best Buy). Company shall utilize prudent security measures to ensure proper safekeeping and issuance of the Gift Cards. Best Buy shall not be responsible for lost, stolen or damaged Gift Cards after receipt by Company at the Company's designated address. Company may not return unused Gift Cards for refund or exchange.
4. Promotions and Sweepstakes.
As between Best Buy and Company, Company shall be solely responsible for any Incentive Program and for any promotion in which Gift Cards are being offered by the Company or its agents ("Promotion") and all costs associated therewith. However, any use of Best Buy Logos is subject to pre-approval by Best Buy as set forth in Section 5 below.
If any Incentive Program or Promotion includes a sweepstakes, the terms and conditions of that sweepstakes and any associated documentation are subject to written, pre-approval by Best Buy.
5. Use of Trademarks.
Company may produce advertising or promotional materials that feature the BEST BUY trademark, or any other trademark owned or licensed by Best Buy ("Best Buy Logos"), only if such use is specifically pre-approved in writing by Best Buy, and only as appropriate, in connection with a Promotion for the sole purpose of identifying the source of the Gift Cards. Any use of Best Buy Logos in any such advertising or promotional material shall comply with the Best Buy rules and procedures relating to their use and shall inure to the benefit of Best Buy. To obtain approval, send Company materials, both pre- and post-production, to corporategiftcards@BestBuy.com. Any unapproved use of Best Buy Logos constitutes a material breach of this Agreement and will cause irreparable harm to Best Buy. As a result, Company agrees that Best Buy is entitled to injunctive relief, without having to post a bond, and such other relief to which it may be entitled. In addition, any advertising or promotional material relating to a Promotion shall contain the statement, "Best Buy does not sponsor, endorse, approve or have any responsibility for this promotion. BEST BUY, the BEST BUY logo, and the tag design, are trademarks of Best Buy and its affiliated companies."
6. Representations and Warranties.
Company represents and warrants that (i) it has full right and legal authority to enter into and perform under this Agreement; (ii) it shall comply with all federal, state and local laws and regulations applicable to Company and to the issuance of Gift Cards; and (iii) it will not sell more than Two Thousand Dollars ($2,000) of Gift Cards to any person in one day without specific authorization from Best Buy as specified in Section 1 above.
"Confidential Information" includes, but is not limited to, any information provided hereunder related to the Gift Cards or Promotions in which Gift Cards are being offered; business plans, processes and data; planned and future products and promotions; any information designated as confidential; and any information which is not generally known to the public. Each party agrees that it shall not disclose the other party's Confidential Information to any third party, either directly or indirectly, without the express written consent of the other party, provided that each party may disclose to its employees and agents as may be necessary to perform its obligations hereunder. Each party shall protect the Confidential Information of the other with a level of care equal to that used to protect its own Confidential Information, but in no event less than reasonable care. Confidential Information shall not include information that (i) the receiving party can establish was known by it prior to this Agreement; (ii) was lawfully obtained from a third party, free of any obligation of confidence; (iii) was independently developed by the receiving party without any reliance on the Confidential Information of the disclosing party; (iv) is or becomes publicly known through no wrongful act of the receiving party; or (v) is required to be disclosed pursuant to applicable legal and/or regulatory requirements, after reasonable notice if provided to the other party.
Company shall indemnify, defend and hold Best Buy harmless from and against any claims, suits, causes of action, liabilities, damages, judgments, losses, costs and expenses (including reasonable attorney's fees) to the extent they arise out of or in connection with (i) a breach or default of any provision under this Agreement by Company, (ii) any negligent act or omission or willful misconduct of Company or its directors, officers, employees, agents or assigns in connection with this Agreement; (iii) failure to comply with all applicable federal, state and local laws and regulations; and (iv) any Promotion. Best Buy shall give Company prompt written notice of any such claim, suit or action for which Company has an indemnification obligation.
9. Governing Law.
This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Minnesota. The parties consent to the jurisdiction of the state and federal courts located in Minneapolis, Minnesota.
Nothing contained in this Agreement shall be construed to create a partnership, joint venture, employment or agent relationship. Neither party shall have the ability to obligate or bind the other in any manner whatsoever.
This Agreement may not be assigned by Company without the prior written consent of Best Buy.
12. My Best Buy Points.
The sale of Gift Cards to Company is not eligible for, and will not result in, the issuance of My Best Buy Program points to the Company or any officer, employee or agent of the Company.
13. Complete Agreement.
This Agreement constitutes the entire understanding between the parties with respect to the subject matter contained herein and shall supersede any and all other agreements, oral or written. Any waiver, modification or addendum to this Agreement must be in writing and signed by the party against whom enforcement is being sought. All purchase orders submitted by Company and accepted by Best Buy are expressly subject to the terms of this Agreement. In the event of a conflict between the terms of this Agreement and any purchase order or other document submitted by Company, the terms of this Agreement shall govern.
Terms and Conditions September 2018