�鶹��

Last Updated: January 1, 2024

These terms of use (these Terms of Use) contain the terms and conditions that govern use of the Email Service (as defined below) in connection with the order you are placing for �鶹��.ca Gift Certificates (your Order) and constitute an agreement between �鶹��.com.ca ULC, (ACU), and the applicant (if registering as an individual) or the business employing the applicant (if registering as a business) (you or your). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If the applicant is agreeing to these Terms of Use on behalf of an entity, the applicant represents to us that he or she has legal authority to bind that entity. In these Terms of Use, we, us, or our means �鶹�� and any of its affiliates. �鶹�� and you are sometimes referred to collectively herein as the Parties and each individually as a Party. These Terms of Use take effect when you check the box to indicate that you have read and accept these terms and conditions. You must agree to these Terms of Use each time you use the E-mail Service. We may update these Terms of Use from time to time and you are responsible for reading these Terms of Use before each request to use the E-mail Service.

1. Definitions.
   1. �鶹�� Site(s) means that website located at http://www.amazon.ca and certain other websites owned and operated by us or our affiliates, as specified by us from time to time, including any successors or replacements thereto.
   2. Claim Code means the unique identifier issued by us for incorporation into an �鶹��.ca Gift Certificate that may be redeemed for a specified Redemption Value via the �鶹�� Site(s) subject to the General Terms.
   3. Customized Message means a text-only message provided by you, in the form and format specified by us, to be included in an Email Message.
   4. Email Message means an email that includes (i) our standard email template (as determined by us) used to deliver Claim Codes, (ii) your Customized Message, if any, and (iii) a Claim Code with the Redemption Value you specify.
   5. Email Service means our sending Email Messages on your behalf to your chosen Recipients.
   6. General Terms means the terms, conditions and restrictions applicable to �鶹��.ca Gift Certificates in effect on the date of issuance of such �鶹��.ca Gift Certificates, as modified from time to time by us in our sole discretion. The current version of the General Terms may be found at www.amazon.ca/gc-legal.
   7. Recipient means an individual to whom you request that an Email Message be sent.
   8. Redemption Value means the denominated value for which a Claim Code may be redeemed.
   9. Required Format means the specified file format and any related instructions, as determined by us from time to time, as the method of providing Recipient's e-mail addresses and Redemption Values in connection with your request to use the Email Service.
   10. your Purchase Agreement means the existing agreement between you and us pursuant to which you purchase Claim Codes from us.
2. The Email Service.
   1. Requests for the Email Service. To request to use the Email Service as the method of delivery for your Order, you must provide an e-mail address and a corresponding Claim Code amount for each Recipient in the Required Format. You may also provide a Customized Message to be included in the Email Message. You are solely responsible for the accuracy of the information provided to us. We will not verify that email addresses you provide belong to your intended Recipients or will accept emails from us.
   2. Our Rights and Obligations. We may accept or reject your request to use the Email Service for your Order in our sole discretion. In the event that we reject your request to use the E-mail Service, we will notify you of such rejection. Upon acceptance of your request to use the Email Service, we will send an Email Message to each Recipient's email address that you have provided (an "Initial Email"). We may review the contents of any Customized Message.
   3. Risk of Loss. Upon the initiation of our electronic transmission of an Initial Email, all risk of loss and title to the Claim Code contained in the Initial Email will pass to you or your designated Recipients, as determined between you and your Recipients. You acknowledge that e-mails sent by us may be blocked, delayed or prevented from being delivered by destination e-mail servers or other reasons outside of our control, and we may not be aware of all delivery failures. If we receive a message from a destination e-mail server that an Initial E-mail was not successfully delivered to a Recipient (a Known Email Failure), the procedures in Section 2(d) will apply. Except as set forth in Section 2(d), we will have no obligation or liability to you for any undelivered Initial Email or Second Email (as defined below) and you will not be entitled to any refund or set-off for any Claim Codes contained in any undelivered Initial Email or Second E-mail.
   4. Undeliverable E-mails. We will notify you of the e-mail address of each Recipient for which there is a Known Email Failure. Subject to Section 2(e) and Section 6, within 4 business days after receiving notice of a Known E-mail Failure, you may either (i) provide a new e-mail address in the Required Format for each Recipient having a Known Email Failure or (ii) request that the Claim Codes for each Known Email Failure be sent directly to you. If you fail to respond to any notice of a Known E-mail Failure within such 4 business days, we will send any undelivered Claim Codes directly to you. If you provide new e-mail addresses within such 4 business day period, we will send an Email Message to each new e-mail address (a Second Email). If we receive a message from a destination email server that a Second Email was not successfully delivered to a Recipient, we will notify you of the email address for each unsuccessful delivery and will send you any undelivered Claim Codes.
   5. Large Volume Orders. If you have more than 10,000 Recipients included in your request to use the Email Service, we will send Initial Emails to the first 1,000 Recipients (a Preliminary Email Send) to assess the number of Known Email Failures that may result from your Order. If based on the number of Known Email Failures resulting from the Preliminary Email Send we determine that your Order may include a high number of Known Email Failures that may adversely impact our domain's reputation with destination e-mail servers, we may decline to send Initial Emails to the remaining Recipients in your Order. If we decline to send Initial Emails to the remaining Recipients, we will send the Claim Codes for all Known Email Failures and all unsent Claim Codes directly to you.
3. License; Data. You hereby grant us and our affiliates a fully paid-up, world-wide non-exclusive, irrevocable, right and limited license to use your Customized Message in the delivery of the Email Message. You agree that we, our affiliates and our and their service providers may use and store all data provided by you under these Terms of Use in order to perform our obligations, ensure your compliance with your obligations and maintain a record of such performance.
4. Restrictions.
   1. Prohibition on Spam. You agree that you are the sender of each E-mail Message sent by us on your behalf pursuant to these Terms of Use. You agree that you will only use the Email Service to send Email Messages to Recipients in compliance with the consent, notice and other relevant requirements under applicable anti-spam and privacy legislation.
   2. Prohibition on Certain Content. You agree that you will not submit any Customized Message that is unlawful, pornographic, libelous, defamatory, tortious, obscene, or racially, ethnically or otherwise objectionable, or that otherwise violates the general community standards of �鶹�� Site users. We expressly reserve the right to not send any Email Message that contains a Customized Message that we deem, in our sole discretion, to be in violation of these Terms of Use, applicable laws or our community standards. You agree that you will not upload or otherwise transmit any materials to us or any of our affiliates that contain software viruses or any other computer code, files, or programs that will interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
5. Representations. You hereby represent and warrant to us that: (a) you have the right, power, and authority necessary to agree to and perform your obligations under these Terms of Use, (b) when agreed to, these Terms of Use will constitute your legal, valid and binding obligation enforceable against you, (c) you will comply with all applicable laws, statutes, ordinances, rules, regulations, orders or determinations of any federal, provincial or local governmental authority in your performance under these Terms of Use, (d) the Customized Message, if any, and our and our affiliates exercise of their rights under Section 3, do not and will not violate, misappropriate or infringe any intellectual property right (including but not limited to trademark rights, copyrights, moral rights and publicity rights) of any third party, (e) each Email Message complies with Section 4, (f) you have the right, power, and authority necessary to provide us each of the Recipient's email addresses, including authority under applicable anti-spam and privacy legislation, and (g) all of the email addresses you provide are for Recipients located in Canada.
6. Future Use of the Email Service. In the event that 5% or more of the Initial Emails sent in connection with your Order are Known E-mail Failures (a 5% Failure), we will send you notice of such 5% Failure and you will be prohibited from any subsequent usage of the Email Service. Notwithstanding Section 2(d), if there is a 5% Failure, we will not be required to send any Second Email to any Recipient and will send the Claim Codes corresponding to each Known E-mail Failure directly to you.
7. Disclaimers.
   1. THE EMAIL SERVICE IS PROVIDED "AS IS." WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE EMAIL SERVICE, INCLUDING ANY WARRANTY THAT THE EMAIL SERVICE IS ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
   2. NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF THESE TERMS OF USE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY), INCLUDING, WITHOUT LIMITATION, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES. IN ANY EVENT, OUR ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE WILL BE LIMITED TO THE LESSER OF (A) $50,000.00, AND (B) THE AMOUNT YOU ACTUALLY PAY US PURSUANT TO YOUR PURCHASE AGREEMENT FOR THE CLAIM CODES DELIVERED VIA THE E-MAIL SERVICE UNDER THESE TERMS OF USE TO FULFILL YOUR ORDER. NOTHING IN THIS SECTION WILL LIMIT ANY OF YOUR OBLIGATIONS UNDER YOUR PURCHASE AGREEMENT.
8. Indemnification.
   1. General. You will defend us and our affiliates, and each of our and their respective employees, directors and representatives against any claim, action, audit, investigation, inquiry or other proceeding and indemnify each of us and them from and against any and all costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) to the extent any of the foregoing are based on (i) any breach of these Terms of Use by you or caused by your employees, contractors or agents, (ii) your use of the Email Service in connection with your Order, including any associated marketing or promotional activities undertaken by you and any violations of applicable law, including privacy and anti-spam laws, or (iii) any taxes that you are legally obligated to pay in any jurisdiction.
   2. Process. We will promptly notify you of any claim subject to Section 8(a), but failure to promptly notify you will only affect your obligations under Section 8(a) to the extent that such failure prejudices your ability to defend the claim. You may (i) use counsel of your own choosing (subject to our written consent) to defend against any claim and (ii) settle the claim as you deem appropriate, provided that (A) you obtain our prior written consent before entering into any settlement, and (B) we may assume control of the defense and settlement of the claim at any time.
9. Assignment; No Waiver. You will not assign these Terms of Use, or delegate or sublicense any of your rights under these Terms of Use, without our prior written consent. The failure by us to enforce any provision of these Terms of Use will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
10. Governing Law; Venue. These Terms of Use will be governed by the laws of the State of Washington, without reference to its conflicts of law rules. You consent to the exclusive jurisdiction and venue of the federal and state courts located in King County, Washington with respect to any claim, action or proceeding arising in connection with these Terms of Use. The Parties' rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods.
11. Supplemental Agreement; Severability. These Terms of Use represent the entire agreement between the Parties with respect to your use of the Email Service in connection with your Order and supersede any previous or contemporaneous oral or written agreement regarding such subject matter. These Terms of Use contain the terms and conditions for using the Email Service and do not otherwise modify your Purchase Agreement. By agreeing to these Terms of Use you confirm that your Purchase Agreement remains in full force and effect. If any provision of these Terms of Use is held to be invalid, such invalidity will not affect the remaining provisions.