TQSC II LLC ("Quiznos") manages a Quiznos® gift card program ("Program") for the Quiznos® restaurant chain. In connection with the Program, Quiznos is prepared to sell Quiznos® gift cards ("Gift Cards") to the Purchaser for use solely in Purchaser's own employee and customer incentive/reward programs all in accordance with the provisions of these Terms and Conditions ("Agreement"). Quiznos and Purchaser (each a "Party") hereby agree as follows, effective on the date of Purchaser's Gift Card order:
- Quiznos will make Gift Cards available in denominations of $5, $10, $25, $50. Upon receipt and confirmation of payment for an order, Quiznos will deliver the Gift Cards to the destination designated by Purchaser. Once Quiznos has delivered the Gift Cards to that destination, the storage and risk of loss of the Gift Cards will be the sole responsibility of Purchaser. Purchaser is not obligated to place, and Quiznos is not obligated to accept, any order beyond the initial order described above.
- Gift Cards are subject to the following terms and conditions which govern their use: All Gift Cards are issued by QCE Gift Card LLC, an Arizona limited liability company. For each Gift Card, a monthly fee of $1.00 will be charged after 24 months of non-use until the card value is zero ($0) unless the monthly fee is prohibited by law or unless the monthly fee is required to be reduced by law. A Gift Card may only be used for making purchases at participating Quiznos® restaurants in the United States. It cannot be redeemed for cash unless required by law. The value of a Gift Card will not be replaced if the Gift Card is damaged, lost, or stolen. A Gift Card should be treated like cash. Acceptance of a Gift Card constitutes acceptance of these terms and conditions.
- Purchaser will only use the Gift Cards for incentive/rewards activities for Purchaser's own employees or customers. Purchaser agrees not to sell or distribute Gift Cards for any other reason including, but not limited to, direct sales to consumers or sales to third parties. Purchaser will not sell or otherwise use or distribute Gift Cards in any way that: (i) is illegal or indecent; (ii) may subject Quiznos or its affiliates or the Quiznos® brand to ridicule, scandal, reproach, scorn or indignity; or (iii) has a negative impact on the goodwill associated with Quiznos or its affiliates or the Quiznos® brand.
- Purchaser agrees to submit to Quiznos for its prior written consent, which will not be withheld unreasonably, all promotional materials incorporating any of Quiznos' or its affiliates' trademarks or service marks or other intellectual property (collectively "Marks") to be used in a promotional program. Promotional materials will be submitted to Quiznos at the following address: Quiznos Gift Card Program, 1475 Lawrence Street, Suite 400, Denver, CO 80202. Quiznos agrees that it will act in a timely manner in determining whether or not the consent required for use of the Marks in such promotional programs will be granted. Quiznos hereby grants to Purchaser a limited license ("License") to use the Marks approved in writing by Quiznos in any such promotional programs. Any use of the Marks after termination of this Agreement must comply with the provisions of this Section. The sale of Gift Cards to Purchaser in no way gives Purchaser any rights or interests in, nor does it grant any license or right to use, any of Quiznos' or its affiliates' Marks.
- All sales of Gift Cards are final. The Gift Cards cannot be returned to Quiznos nor will Quiznos provide any refunds or be liable for any Gift Cards that remain undistributed or unused. Purchaser assumes the entire obligation, risk and liability with respect to the further transfer of Gift Cards.
- Purchaser acknowledges and agrees that this relationship is non-exclusive, and that Quiznos may engage in similar transactions with third parties.
- Purchaser will maintain books and records with respect to the transfer of the Gift Cards and Quiznos will have the right to review and audit such books and records. Purchaser will provide reports and other data in an electronic format as reasonably requested by Quiznos.
- The relationship between Purchaser and Quiznos is that of independent contractors, and nothing contained herein will make either a partner, agent, employee, joint venture, dealer or franchisee of the other. Purchase may not bind or make representations on behalf of Quiznos.
- Purchaser will indemnify, hold harmless and defend Quiznos, its affiliates, and their respective members, managers, shareholders, directors, officers, employees and agents from and against any harm or claim that may arise from any act or failure to act on the part of Purchaser.
- This Agreement will be interpreted and construed under and governed by the laws of Colorado and any dispute between the Parties or their officers, directors, employees, shareholders, members, managers or authorized agents will be governed by and determined in accordance with the substantive law of the State of Colorado, which laws will prevail in the event of any conflict of law. Any action arising out of or relating to this Agreement involving the Parties or their officers, directors, employees, shareholders, members, managers or authorized agents will be commenced in a state or federal court in the State of Colorado and each Party irrevocably submits to the jurisdiction of such court and waives any objection such Party may have to either the jurisdiction or venue of such court. Each Party hereby waives any right it may have to a trial by jury for any disputes arising from this Agreement or the Parties' relationship created hereby. In the event of any dispute between the Parties based upon an alleged breach or default in their respective obligations to be fulfilled pursuant to this Agreement, the prevailing party therein will be entitled to recover reasonable attorney fees (including the cost of in-house counsel) and court costs from the non-prevailing party.
- This Agreement may not be assigned by either Party without the prior written consent of the other Party; except that Quiznos may assign this Agreement to an affiliate without the prior consent of Purchaser. This Agreement will be binding upon the successors, approved assignees, trustees, receivers, personal representatives, legatees, and devisees of the parties hereto.
- This Agreement embodies the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings related to the subject matter hereof. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the Parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable.
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