Legal | Awardco

Software as a Service Agreement

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Data Processing Agreement

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A-Pay Terms and Conditions

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Awardco Connect Terms and Conditions

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End-User Acceptable Use

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End-User Terms of Use

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Effective Jan 1, 2025

SOFTWARE AS A SERVICE AGREEMENT

This SOFTWARE AS A SERVICE AGREEMENT (this “SSA”) is entered into between Awardco, Inc., a Delaware corporation (“Awardco”), and the entity listed on the Order Form purchasing the Services (“Customer”). Awardco and Customer may be referred to collectively as the “Parties” and each individually as a “Party”. The term “Agreement” means, collectively, this SSA and each Order Form.

SUBSCRIPTION SERVICES.
1. Grant of Rights. Subject to the terms and conditions of the Agreement, Awardco grants Customer a non-exclusive, non-transferable, non-sublicensable right during the applicable Order Form Term (defined below) to access and use: (a) the Subscription Services identified on the applicable Order Form; and (b) the Documentation, in each case solely for Customer’s internal business purposes.
2. Authorized Users. Each Authorized User must be identified by a unique email address or unique user identification and two or more individuals may not use the Subscription Services as the same Authorized User. Customer will keep its and its Authorized Users’ credentials for the Subscription Services strictly confidential and will be responsible for all activities that occur under its and its Authorized Users’ accounts. Customer will promptly notify Awardco of any known violation of the Agreement by an Authorized User and of any known breach of security or unauthorized use of its or an Authorized User’s account, and reasonably cooperate and assist Awardco to prevent or terminate such breach or unauthorized use.
3. Acceptable Use Policy. Customer will not permit anyone other than Authorized Users to access or use the Subscription Services. Customer shall procure that all Authorized Users comply with the terms and conditions of Awardco’s End User License Agreement, available at https://www.awardco.com/uk/legal#eutu, and End User Acceptable Use Policy, available at https://www.awardco.com/uk/legal#euau, as updated and amended from time to time. Customer will comply with all applicable laws, rules, and regulations in connection with its use of the Subscription Services. Customer will not, and Customer will not permit Authorized Users or others under its control to: (a) rent, lease, or resell the Subscription Services, or, except as expressly permitted under the Agreement, permit any third party to access or use the Subscription Services; (b) reproduce, reverse engineer, disassemble, decompile, copy, or make derivative works of the Subscription Services or any feature or function thereof; (c) input or upload to the Subscription Services, or use the Subscription Services to store, display, or transmit, any data, content, or material that is Illegal or Harmful Content, and/or violates or infringes upon the rights of a third party or is otherwise not in compliance with Awardco’s End User Acceptable Use Policy; (d) circumvent, disable, breach, or endanger any security or other technological features or measures of the Subscription Services; (e) alter or remove any trademark, copyright notice, or other proprietary rights notice that may appear in any part of the Subscription Services; or (f) develop a competitive product or service to the Subscription Services or copy its features, functionality, or user interface.
4. Suspension Generally. Awardco may suspend or limit any access or use of the Subscription Services or remove or disable or restrict the visibility of any individual account or User Content that Awardco reasonably and in good faith believes violates the Agreement or may result in material harm to the Subscription Services or its users. Awardco will promptly notify Customer of any such action. Awardco will limit a suspension or limitation as narrow in time and scope as reasonably possible under the circumstances.
5. Affiliates. Unless otherwise specified in the corresponding Order Form, (a) Customer’s Affiliates may exercise the rights granted to Customer hereunder, and (b) as used in this SSA, the term Customer will include Customer’s Affiliates; provided in each case that no Affiliate will be considered a party to this SSA. All restrictions and obligations of Customer will apply to Customer’s Affiliates, Customer will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement, and Awardco will have the right to enforce any breach by Customer’s Affiliates of the Agreement against Customer directly.
SECURITY; DATA; API ACCESS.
1. Information Security. Awardco has implemented and will maintain commercially reasonable technical and organizational measures designed to preserve the security, integrity, and confidentiality of Customer Data and protect against the occurrence of accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data in Awardco’s possession or control (any such occurrence, a “Security Incident”). Awardco is committed to the protection and reliability of Customer Data and upon request will provide Customer with a copy of Awardco’s then-most recent SOC 2 Type II report and other relevant third-party assessments as well as Awardco’s policies and procedures applicable to information security, in each case as reasonably requested by Customer. All information provided to Customer pursuant to this Section 2.1 is deemed Confidential Information of Awardco.
2. Customer Data. Customer is solely responsible for obtaining all necessary rights and licenses for Awardco to access, use and process all Customer Data as contemplated hereunder. Customer authorizes Awardco (including its Affiliates, Marketplace Partners, and subcontractors) to access, use and process all Customer Data as necessary to perform and fulfill its obligations under the Agreement. To the extent Customer requires Awardco to process any Personal Data that is subject to the General Data Protection Regulation 2016/679 (the “GDPR”) (including to the extent applicable as the GDPR forms part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (as amended)), UK Data Protection Act 2018, California Consumer Privacy Act of 2018, California Privacy Rights Act of 2020, or any other data protection or privacy law that requires a data processing or similar agreement between the Parties concerning such Personal Data, the Data Processing Agreement available at http://award.co/legal#dpa will be deemed to form a part of and be incorporated into the Agreement by this reference.
3. Analytics Data. Awardco may access, collect, analyze, and use the data, information, or insights generated or derived from the provision, use and performance of the Services and related software, systems, programs, and technologies (“Analytics Data”) for its own business purposes, such as improving its products and services, analytics, and industry analysis. Analytics Data is not Customer Data. Awardco will not publicly publish, distribute or display Analytics Data except in anonymized and aggregated form that does not in any manner reveal the identity, whether directly or indirectly, of Customer or its Affiliates or Authorized Users, and would not permit a third party to identify the Customer or its Affiliates or Authorized Users.
4. Illegal or Harmful Content. Awardco does not tolerate Illegal or Harmful Content uploaded through the Service. Awardco will process and investigate notices of alleged Illegal or Harmful Content, and take appropriate actions, as required under the UK Online Safety Act, EU Digital Services Act and any other applicable laws. If the Customer or its Affiliates or Authorized Users believe any content posted on or through the Service is Illegal or Harmful Content or violates Awardco’s Acceptable Use Policy (available at Awardco End-User Acceptable Use), Customer should notify Awardco by using legal@awardco.com or by reporting the content in the Subscription Services. The notification must be in writing and contain: (i) a description of the alleged Illegal or Harmful Content; (ii) identification of the content that is claimed to be illegal, and where the content that the Customer or its Affiliates or Authorized Users claim is illegal is located on the Service, with enough detail that Awardco may find it on the Service; and (iii) Customer’s address, telephone number, and email address.
  
  If the Customer or its Affiliates or Authorized Users believe that any Customer Data that was removed (or to which access was disabled or restricted) is not illegal, or Customer otherwise wishes to complain about any action Awardco has taken, or not taken, in relation to restricting or removing content on the grounds that the content is illegal or incompatible with this Agreement, Customer may send a written complaint to legal@awardco.com containing: (a) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; and (b) Customer’s name, address, telephone number, and email address.
  
  In accordance with the UK Online Safety Act, EU Digital Services Act and any other applicable laws, Awardco has adopted a policy of terminating, in appropriate circumstances and at Awardco’s sole discretion, the accounts of customers and Authorized Users who are deemed to be repeat uploaders of illegal content or who frequently submit notices or complaints about illegal content that are manifestly unfounded. Awardco may also at its sole discretion limit access to the Service and/or terminate the accounts of Customer, any of its Affiliate(s) or any Authorized Users who upload illegal content or violate our Acceptable Use Policy. Awardco may use automated means of reviewing Customer Data, in addition to human review. For further information in relation to content moderation, please see our Acceptable Use Policy here.
  
  Any suspected fraudulent, abusive or illegal activity or Illegal or Harmful Content may be referred to appropriate law enforcement authorities. Where required by applicable law, Awardco will advise Customer if it restricts or removes any Customer Data submitted, uploaded, or transmitted by the Customer or its Affiliates or Authorized Users to the Service or suspend or terminate the Customer or its Affiliates or Authorized Users access to the Service, and will provide Customer with a statement of reasons as to why Awardco has taken such action.
  
  If: (a) Awardco removes, disables or restricts the visibility of any Customer Data on the basis that it is illegal content; (b) Awardco suspends or terminates the Customer’s or its Affiliate(s)’ or Authorized User(s)’ account (or any part of it) and/or access to or use of the Service; (c) Awardco blocks the Customer or its Affiliates or Authorized Users from future access to the Service, or takes any other actions to restrict Customer Data or access to and use of the Service, and Customer disagrees with this decision, Customer can contact Awardco at legal@awardco.com, and Awardco will consider Customer’s notification in accordance with its internal policies and procedures. If Awardco removes, takes down or restricts the visibility any Customer Data, or suspends or bans the Customer or its Affiliate(s) or Authorized User(s) from using the Service in breach of this Agreement, then Customer can bring a claim against Awardco for breach of contract.
  
  In accordance with Article 11 of the EU Digital Services Act, the European Commission, EU Member States’ authorities, and the European Board for Digital Service may contact Awardco regarding the application of the EU Digital Services Act. Awardco has appointed Verasafe as its EU legal representative for the purposes of the EU Digital Services Act, who can be reached at https://verasafe.com/public-resources/contact-dsa-legal-representative/ or via telephone at: +420 228 881 031. Communications to these email addresses should be in English. ‍
5. API Access. As used in this Section 2.4, “API” refers to the application programming interface, including any API materials made available to Customer by Awardco as well as the API Key, and “API Key” means the security key issued by Awardco to access the API, serving as an identifier, username, and password combined. During the Term, Customer may access and use the API solely for developing and integrating applications that interact with the API. Customer will designate a single individual as its API administrator (“API Admin”) upon receiving the API Key. Customer and its API Admin are responsible for maintaining the security and confidentiality of the API Key and shall exercise appropriate security measures to safeguard the API Key. The API Admin may disclose the API Key to employees or third parties on a need-to-know basis only. Customer may grant access to the API to a third party only after obtaining written permission from Awardco. The API Admin must keep an up-to-date log of individuals to whom the API Key is disclosed and ensure their familiarity with these terms. If the API Key is suspected or known to be compromised, the API Admin must promptly notify Awardco to deactivate the API Key and issue a new one. Awardco may also deactivate the API Key if a compromise is suspected. Upon expiration or termination of the Agreement or applicable Order Form, or in the event of a violation of these terms, access to the API Key will be automatically revoked by Awardco. Customer assumes full responsibility and liability for all API usage under its API Key, whether authorized or not, and irrespective of compliance with these terms. Customer remains liable for all actions and omissions of such third parties concerning API usage.

PAYMENT OF FEES AND REDEMPTIONS; ADDITIONAL ORDERS.
1. Fees. Customer will pay all fees specified in each Order Form (“Fees”) in accordance with the terms set forth in such Order Form and this SSA. Except as expressly provided in the Agreement, payments are non-refundable and non-creditable, payment obligations are non-cancellable, and the Fees for all Subscription Services under an Order Form are a continuous and non-divisible commitment for the full duration of the subscription period specified in the applicable Order Form regardless of any billing frequency. All Fees are exclusive of all taxes and similar assessments, including sales and use tax, value-added tax (VAT), goods and services tax (GST), excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on Awardco’s income or payroll (“Taxes”). Customer is solely responsible to pay for all applicable Taxes. If Awardco has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer unless Customer provides Awardco with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is overdue on any payment of any invoice for Fees that are not subject to a good faith dispute under Section 3.5 (Payment Disputes) and fails to pay within thirty (30) days of written notice, then Awardco may assess, and Customer agrees to pay, a late fee that is lesser of 1.5% of the amount due per month or the maximum amount allowable by applicable law.
2. Redemptions. Customer must pay for all Redemptions and provide initial funding to the Redemption Account as set forth in the applicable Order Form. Except as otherwise set forth in the applicable Order Form, if at any time during the Term Customer’s balance with Awardco for Redemptions is zero or negative, Awardco may in its sole discretion temporarily suspend any or all Redemptions until Customer’s balance is sufficient to cover ongoing and anticipated Redemptions. The Redemption Account is separate from Awardco’s own operating account(s), and Awardco will not use funds that Customer has provided to Awardco for Redemptions to pay for any of Awardco’s own operational expenses. Customer acknowledges and agrees that Customer’s funds in the Redemption Account are not covered by pass-through insurance. Customer may at any time request any or all of its unused funds provided by Customer for Redemptions to be returned to Customer, and Awardco will promptly return such funds, subject to Awardco’s rights under Section 4.3(b) (Effect of Termination). Customer is responsible for any product sales tax and any shipping costs for Redemptions. Certain Redemptions may be subject to additional terms of the corresponding Marketplace Partner for such Redemption (such as pre-paid cards or gift cards), and Awardco will provide Authorized Users a link to or disclosure of any such terms prior to Redemption. In connection with certain Redemptions, Customer acknowledges that Awardco may receive affiliate fees, rebates, discounts and the like pursuant to its arrangements with Marketplace Partners.
3. General Terms. All invoices under Section 3.1 (Fees) will be separate and distinct from Redemption Account invoices under Section 3.2 (Redemptions). Except for payments in dispute per Section 3.5 below, Customer cannot withhold, reduce or set-off amounts owed under this Section 3. All amounts will be due and payable to Awardco in the currency listed on the applicable Order Form. If at any time during the applicable Order Form Term (defined below) the actual number of Authorized Users exceeds the total quantity then-permitted under the applicable Order Form (such excess, “Additional Authorized Users”), then (a) if the underlying subscription is invoiced on a flat fee basis, Awardco may suspend or limit any access to or use of the Subscription Services, otherwise (b) Awardco may issue an invoice under Section 3.1 (Fees) and Customer will pay an additional fee for each such Additional Authorized User at the unit price per Authorized User then in effect under the applicable Order Form. Customer is not entitled to any refund or credit if the total Authorized Users is at any time less than the total quantity of Authorized Users then-permitted.
4. Purchase Orders Issued by Customer. If Customer’s procurement process requires a purchase order and Customer issues to Awardco a purchase order for the Services, it must be for no less than the full amount set forth in the applicable Order Form, and Awardco hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by Customer. Upon Customer’s request, Awardco will reference Customer’s purchase order number on the applicable invoice; provided, that Customer provides such purchase order number to Awardco upon entering into the corresponding Order Form. Customer’s failure to provide Awardco with its purchase order number will not relieve Customer of its obligations to provide payment to Awardco pursuant to this Section 3.
5. Payment Disputes. Customer may withhold from payment any charge or amount disputed by Customer reasonably and in good faith pending resolution of such dispute, provided that Customer: (a) notifies Awardco of the dispute within thirty (30) days of the applicable invoice date, specifying in such notice (i) the amount in dispute, and (ii) the reason for the dispute set out in sufficient detail to facilitate investigation by Awardco and resolution by the Parties; (b) makes timely payment of all undisputed charges and amounts; (c) works diligently with Awardco to resolve the dispute promptly; and (d) pays all amounts that are determined to be payable by resolution of the dispute (by adversarial proceedings, agreement or otherwise) within fifteen (15) days following such resolution. For clarity, any undisputed amounts must be paid in full in accordance with this Section 3. Awardco reserves all rights and remedies with respect to any payment dispute that is not resolved within thirty (30) days of the initial Customer notice thereof.
6. Suspension for Non-Payment. Awardco may suspend or limit any access or use of the Subscription Services or Awardco’s provision of the Professional Services if payment under the Agreement is overdue and Customer fails to pay amounts due within ten (10) days of notice by Awardco, subject to Section 3.5 (Payment Disputes).
7. Additional Orders. If at any time during the Term Customer desires configurations, support, trainings, subscriptions, or services of any kind outside the scope of the Order Form(s) then in effect, and Awardco agrees to provide the same to Customer, then the Parties will enter into an additional Order Form for Customer to order such items.
TERM AND TERMINATION.
1. Term. This SSA will begin on the date the Parties entered the initial Order Form, and continue in effect until the expiration or termination of the last Order Form Term hereunder, unless terminated sooner as provided herein (the “Term”). Multiple Order Forms may be in effect at any given time during the Term per Section 3.7 (Additional Orders). The term of each Order Form (including any renewals thereto, the “Order Form Term”) will begin on the effective date of such Order Form and, unless terminated sooner as provided in the Agreement, will continue until the later of: (a) the completion of all professional services purchased under such Order Form, and (b) the expiration of all subscription periods under such Order Form. Termination or expiration of any Order Form will leave other Order Forms unaffected. Customer cannot terminate the Agreement prior to its expiration, including any Order Form, except as expressly permitted by Section 4.2 (Termination for Cause).
2. Termination for Cause. Either Party may terminate the Agreement, or any Order Form, upon written notice to the other Party if the other Party: (a) commits a material breach or default in the performance of any of its obligations (including a failure to pay any amount due) under the Agreement or applicable Order Form and such breach or default, if curable, remains uncured thirty (30) days after its receipt of written notice of such breach or default; (b) ceases operation without a successor; or (c) becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or makes an assignment for the benefit of creditors.
3. Effect of Termination. If the Agreement or any Order Form expires or terminates for any reason, the rights granted to Customer herein and thereunder terminate, and upon such termination: (a) Customer must promptly (i) stop using the applicable Services and Documentation, and (ii) delete (or, at Awardco’s request, return) any Documentation and any of Awardco’s Confidential Information in Customer’s possession, custody, or control; and (b) Awardco will refund to Customer its remaining balance (if any) of funds provided to Awardco for Redemptions, less any amounts that have accrued before, and remain unpaid as of, the effective date of such expiration or termination, provided that nothing in this clause (b) will be construed to relieve Customer of its payment obligations if Customer’s remaining balance with Awardco for Redemptions is insufficient to cover such unpaid amounts. If Customer terminates the Agreement or any Order Form for cause pursuant to Section 4.2 (Termination for Cause), Customer will receive a pro-rata refund in the amount of (i) any Fees for Subscription Services it has pre-paid for the terminated portion of the applicable Order Form Term; and (ii) any pre-paid Fees for Professional Services not yet performed by Awardco as of the date of termination. Except where the Agreement specifies an exclusive remedy, all remedies under the Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a Party.
CONFIDENTIAL INFORMATION.
1. Confidentiality. Except as permitted by the Agreement, each Party (as the receiving Party) must keep, hold, and protect the other Party’s (as the disclosing Party) Confidential Information as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Each Party must not disclose any Confidential Information of the other Party to any person or entity other than its employees, contractors, agents, or representatives having a legitimate need to know (which, for Awardco, includes its subcontractors and Marketplace Partners), provided that the receiving Party remains responsible for its recipient’s compliance with the terms of this Section 5 and liable for any breach thereof and that such recipients are bound to confidentiality obligations no less protective than this Section 5. Further, each Party shall only use the Confidential Information of the other Party as expressly permitted under the Agreement. For the avoidance of doubt, Confidential Information of Customer includes Customer Data, and Confidential Information of Awardco includes its policies and procedures, product roadmaps, and pricing. Confidential Information of Awardco disclosed prior to execution of the Agreement will be subject to this Section 5. The provisions of this Section 5 will remain in effect during the Term and for a period of five (5) years after the expiration or termination thereof, except with respect to trade secrets of the disclosing Party, which will be held in confidence for as long as such information remains a trade secret.
2. Exclusions. The restrictions on use and disclosure of Confidential Information do not apply to any information of the disclosing Party that: (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was known by the receiving Party free of confidentiality restrictions before it received the Confidential Information; (c) is rightfully obtained by the receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by the receiving Party without reference to or use of the disclosing Party’s Confidential Information; or (e) the disclosing Party agrees in writing is free of confidentiality restrictions.
3. Permitted Disclosure. A Party may disclose the other Party’s Confidential Information to the extent required by: (a) law or court order, provided it gives advanced notice (if permitted by law) to the other Party to enable it to contest such order or requirement or limit the scope of such request, and reasonably cooperates in any such effort by the other Party; or (b) applicable securities regulations.
4. Remedies. The Parties acknowledge and agree that the receiving Party’s breach of this Section 5 may cause the disclosing Party substantial harm for which damages alone may be an insufficient remedy, and therefore on breach or threatened breach of this Section 5 the disclosing Party is entitled to seek appropriate equitable relief in addition to any other remedies it may have available hereunder or at law.
INTELLECTUAL PROPERTY RIGHTS.
1. Customer. Customer owns and retains: (a) Customer Data; (b) Customer’s name, logo, and other trademarks; (c) Customer’s Confidential Information; and (d) all Intellectual Property Rights of Customer in and to any of the foregoing.
2. Awardco. The Agreement is a term-limited agreement for access to and use of the Subscription Services. Customer acknowledges and agrees that under the Agreement it and its Affiliates and Authorized Users are obtaining only a limited right to access and use the Subscription Services and no ownership rights thereof are transferred to Customer or its Affiliates or Authorized Users, and Customer has no right to obtain a copy of the software behind or connected to or used to provide the Subscription Services. Awardco, its Affiliates, or its licensors or suppliers, as applicable, own and retain: (a) the Subscription Services, the Documentation, and all other software, applications, equipment, infrastructure, inventions, know-how, concepts, and techniques related to the Subscription Services or developed or conceived by Awardco in connection with providing any Services, as well as all improvements, enhancements, modifications, updates, and contributions thereto and any derivative works of any of the foregoing; (b) the Analytics Data; (c) Awardco’s name, logo, and other trademarks; (d) Awardco’s Confidential Information; and (e) all Intellectual Property Rights in and to any of the foregoing. Awardco reserves all rights and licenses not specifically granted in the Agreement. Customer and its Affiliates and Authorized Users are free to provide any comments, suggestions for enhancements or functionality, or other feedback to Awardco with respect to the Services, provided that if any of them elect to do so Awardco will have the full, free, irrevocable and unencumbered right to use and exploit the same in connection with the Services and its business, although Awardco is under no obligation to do so.
WARRANTY.
1. Performance Warranty. During the Term, Awardco warrants, for Customer’s benefit only, that (a) the Subscription Services identified on Customer’s Order Form(s) when used as authorized under the Agreement and Documentation, will operate in substantial conformity with the descriptions set forth in the applicable Order Form and Documentation; and (b) the Professional Services identified on Customer’s Order Form will be provided in a professional and workmanlike manner in accordance with generally accepted industry standards for similar services (collectively, the “Performance Warranty”). Customer must notify Awardco in writing within thirty (30) days of discovery of a breach of the Performance Warranty and include a detailed description. If Awardco receives a valid warranty claim within this period, it will use commercially reasonable efforts in its discretion to repair the affected portion of the Services or re-perform the Services (as applicable), or if Awardco determines this remedy is not commercially reasonable, either Party may terminate the applicable Order Form upon written notice to the other Party. Upon such termination, Customer will receive a pro-rata refund in the amount of (i) any Fees for Subscription Services it has pre-paid for the terminated portion of the applicable Order Form Term; and (ii) any pre-paid Fees under the terminated Order Form for Professional Services not yet performed by Awardco as of the date of termination. To the extent permitted by law, the remedy in this Section 7.1 will be Customer’s sole and exclusive remedy, and Awardco’s sole liability, for any breaches of the Performance Warranty. Notwithstanding the foregoing, the Performance Warranty does not apply to or cover, and Awardco will not be responsible for: (1) errors in or resulting from Third-Party Products or Customer Data; (2) Customer’s misuse or failure to comply with the Documentation; (3) modifications to the Subscription Services by anyone other than Awardco or services provided by anyone other than Awardco or its subcontractors or Marketplace Partners; or (4) Customer’s or any Authorized User’s breach or default in the performance of any of Customer’s obligations (including a failure to pay Fees) under the Agreement or any Order Form.
2. Disclaimers. EXCEPT FOR THE PERFORMANCE WARRANTY AS EXPRESSLY SET FORTH ABOVE IN THIS SSA, THE SERVICES ARE PROVIDED “AS-IS”, “AS-AVAILABLE” AND WITH “ALL FAULTS”, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER AWARDCO, ITS AFFILIATES, SUBCONTRACTORS, MARKETPLACE PARTNERS NOR ITS SUPPLIERS MAKE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ANY AND ALL CONDITIONS, WARRANTIES AND OTHER TERMS (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW), INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, PERFORMANCE, OR USAGE OF TRADE. THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT.
INDEMNIFICATION.
1. Indemnification by Awardco. Awardco will defend Customer, its Affiliates, and their respective officers, directors, employees, agents, successors and permitted assigns (“Customer Indemnitees”) from and against any claim, suit, action, or proceeding brought by a third party against any Customer Indemnitee alleging that the Subscription Services, as provided by Awardco and when used as authorized under the Agreement, infringes or violates any Intellectual Property Rights of such third party (“IP Claim”). In addition, Awardco will indemnify Customer Indemnitees against any damages, expenses, penalties, fees (including reasonable attorneys’ fees) and costs finally awarded against any Customer Indemnitee or agreed to in settlement by Awardco resulting from such third-party claims. In response to any actual or potential IP Claim, if required by settlement or injunction, or if Awardco determines these actions are reasonably necessary, Awardco may at its option: (a) procure a license for the affected portion of the Subscription Services; (b) replace or modify the Subscription Services so as to avoid infringement or violation but be materially equivalent; or (c) terminate the Order Form for the affected Subscription Services and issue to Customer a pro-rata refund in the amount of any Fees for Subscription Services it has pre-paid for the terminated portion of the applicable Order Form Term. Notwithstanding the foregoing, Awardco’s obligations under this Section 8 do not apply if the claim results from: (i) Customer’s breach of the Agreement, including Section 1.3 (Acceptable Use Policy); (ii) Customer Data or other content, information or materials provided by Customer; (iii) modification of the Subscription Services by anyone other than Awardco, its subcontractors, or Marketplace Partners; or (iv) Third-Party Products. This Section 8.1 states the sole and exclusive remedy of Customer and the entire liability of Awardco or any of its suppliers, officers, directors, employees, shareholders, contractors, subcontractors, Marketplace Partners, or representatives, with respect to any IP Claim.
2. Indemnification by Customer. Customer will defend, indemnify and hold harmless Awardco, its Affiliates, its subcontractors, its Marketplace Partners, and their respective officers, directors, employees, agents, successors and permitted assigns (“Awardco Indemnitees”) from and against any claim, suit, action, or proceeding brought by a third party against any Awardco Indemnitee alleging that any Customer Data infringes or violates any Intellectual Property Rights of a third party, or arising from Customer’s breach of its obligations under Section 2.2 (Customer Data) to obtain all necessary rights and licenses for Awardco to access, use and process all Customer Data as contemplated hereunder. In addition, Customer will indemnify Awardco Indemnitees against any damages, expenses, penalties, fees (including reasonable attorneys’ fees) and costs finally awarded against any Awardco Indemnitee or agreed to in settlement by Customer that result from such third-party claims.
3. Procedures. Each indemnifying Party’s defense and indemnification obligations in this Section 8 are subject to the indemnifying Party receiving: (a) prompt written notice of the claim from the indemnitee; (b) the exclusive right to control and direct the investigation and defense of such claim; and (c) all reasonably necessary cooperation of the indemnitee at the indemnifying Party’s expense (as to reasonable out-of-pocket costs). Any settlement of any such claim by the indemnifying Party must not include a financial or specific performance obligation on, or admission of liability by, the indemnitee without the prior written consent of such indemnitee. The indemnitee may participate in such claim through legal counsel of its own choosing at its own expense. The indemnifying Party shall have no obligation or liability under this Section 8 for or with respect to any settlement of such claim entered into by the indemnitee without the express prior written consent of the indemnifying Party.
LIMITATIONS OF LIABILITY.
1. Waiver of Certain Damages. To the fullest extent permitted by applicable law, except for Excluded Claims (as defined below), neither Party (nor its respective Affiliates or Awardco’s subcontractors or Marketplace Partners) will be liable under or in connection with the Agreement for any indirect, incidental, consequential, special, exemplary, or punitive damages whatsoever, including, without limitation, for loss of production, use, business profits, revenues, or goodwill.
2. Liability Caps. To the fullest extent permitted by applicable law, except for Excluded Claims (as defined below and for which there is no liability cap) and Special Claims (as defined below and for which there is an enhanced liability cap), the maximum liability of either Party (and its respective Affiliates or Awardco’s subcontractors or Marketplace Partners) under or in connection with the Agreement (whether in contract, tort, negligence or breach of statutory duty) shall not exceed in the aggregate the total Fees paid by Customer to Awardco for the Services in the twelve (12) month period in which the first event giving rise to the claim.
3. Excluded Claims. Notwithstanding the foregoing in this Section 9, nothing herein will waive any specific type of damages or limit liability for any Excluded Claims. The term “Excluded Claim” means: (a) any amounts payable by Awardco pursuant to its indemnification obligations for IP Claims under Section 8.1 (Indemnification by Awardco); (b) any amounts payable by Customer pursuant to its indemnification obligations under Section 8.2 (Indemnification by Customer); (c) any failure by Customer to pay any amounts due under the Agreement, (d) Customer’s or its Affiliates’ breach of Section 1.3 (Acceptable Use Policy), (e) Customer’s or its Affiliates’ wilful misconduct or wilful default; and (e) either party’s liability for any loss or damage which it is not possible to limit or exclude by law.
4. Risk Allocation. Each Party acknowledges and agrees that this entire Section 9 is a fundamental basis of the bargain and a reasonable allocation of risk between the Parties and will survive and apply to any claims arising out of or related to the Agreement and any Services, regardless of the theory of liability (whether in contract, tort, strict liability or otherwise), even if any limited liability remedy in the Agreement is found to have failed its essential purpose.
GENERAL.
1. Relationship of the Parties. The Parties are independent contractors. The Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship between the Parties. Neither Party has the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent. Nothing in the Agreement confers on any third party the right to enforce any provision of the Agreement.
2. Subcontractors; Marketplace Partners. Awardco may subcontract aspects of the Services to third parties and may permit its subcontractors to exercise the rights granted to Awardco under the Agreement in order to provide the Services; provided, that Awardco will remain responsible for: (a) compliance of its subcontractors with the terms of the Agreement; and (b) the overall performance of the Services as required under the Agreement. In addition, Awardco may utilize Marketplace Partners in connection with the Subscription Services and the provision of Redemptions to Authorized Users. Marketplace Partners will not be considered subcontractors of Awardco under the Agreement. Awardco may add or remove Marketplace Partners in connection with the Subscription Services at any time in its sole and reasonable discretion. Awardco will work diligently with Customer to promptly address any issues or failures caused by a Marketplace Partner in connection with an Authorized User’s proper use of the Subscription Services.
3. Assignment. The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign the Agreement without the other Party’s advanced written consent, except that: (a) Awardco may assign the Agreement to its Affiliate; and (b) each Party may assign the Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities, provided that the assignee (i) is not insolvent or otherwise unable to pay its debts as they become due, and (ii) is bound hereby. Any attempt to transfer or assign the Agreement (including any Order Form) except as authorized under this Section 10.3 will be void.
4. Notices. All notices or communications under the Agreement must be in writing. Customer must send any notices under the Agreement (including breach notices and warranty and indemnity claims) to Awardco, in English to legal@awardco.com with a physical copy sent to Awardco, Inc. at 2080 W 400 N, Lindon, UT 84042, Attn: Legal Department. Awardco may send notices to the email address for Customer’s designated representative(s) or, at Awardco’s option, to Customer’s last-known postal address. Neither Party is responsible for any automatic filtering that it or its network provider may apply to email notifications. Any notice delivered or made by messenger, electronic mail or postal mail will be deemed to be given on the date of actual delivery as shown by messenger receipt, or other verifiable electronic receipt, or the registry or certification receipt.
5. Publicity. Neither Party will use the other Party’s name or logo, or refer to the identity of the other Party in promotional material, publications, or press releases or other forms of publicity relating to the Services, unless the prior written consent of the other Party has been obtained; provided, however, that during the Term: (a) Awardco may use Customer’s name and logo for the limited purpose of identifying Customer as a customer of the Services; and (b) Customer may use Awardco’s name and logo for the limited purpose of identifying Awardco as a service provider to Customer.
6. Force Majeure. Any delay in performance (other than for the payment of amounts due) under the Agreement due to causes beyond the reasonable control of the performing Party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, epidemic, pandemic, failure or reduction of power or telecommunications or data networks or services, or government act, is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
7. Export Control. Each Party will comply with all applicable export control laws. Customer represents and warrants that it is not on any government list of prohibited or restricted parties or located in (or a national of) a country subject to a government embargo or that has been designated by the government as a “terrorist supporting” country.
8. Severability. If any provision of the Agreement is found by any court of competent jurisdiction to be illegal, unenforceable, or invalid, that provision will be limited to the minimum extent necessary so that the Agreement may otherwise remain in full force and effect.
9. Waiver. No waiver of any provision of the Agreement will be effective unless in writing and executed by an authorized representative of the waiving Party. Waiver by either Party of any breach or default of the Agreement is not deemed a waiver of any other breach or default.
10. Survival. The following sections of this SSA survive any expiration or termination of the Agreement: the attached Definitions, Section 2.3 (Analytics Data); Section 3 (Payment of Fees and Redemptions); Sections 4.3 (Effect of Termination); Section 5 (Confidential Information); Section 6 (Intellectual Property Rights); Section 7.2 (Disclaimers); Section 8 (Indemnification); Section 9 (Limitations of Liability); Section 10 (General); and any other section or provision that by its nature is intended to survive any expiration or termination of the Agreement.
11. Governing Law. The Agreement and any claims related to its subject matter will be governed by the laws of the State of Utah, without references to its conflicts or choice of law principles. Any legal action or proceeding between the Parties relating to the Agreement will be brought exclusively in the United States District Court for the District of Utah or the state courts located in Salt Lake City, Utah, and both Parties submit to the personal jurisdiction of, and agree that venue is proper in, these courts. The Uniform Computer Information Transaction Act (where enacted) and the United Nations Convention on Contracts for the Sale of Goods do not apply to the Agreement.
12. Third Parties: Nothing in these Terms confers any right on any person is not a party to these Terms.
13. Entire Agreement. The Agreement, which includes the attached Definitions, constitutes the complete and exclusive agreement between the Parties concerning its subject matter. The Agreement supersedes all prior or contemporaneous oral or written communications, slide decks, proposals, presentations, comments, statements, and representations with respect to the Services or any other subject matter covered by the Agreement. The Agreement, including any Order Form, may be changed only by a written agreement signed by an authorized representative of both Parties. In the event of a conflict between this SSA and an Order Form, this SSA will control unless there is a “Special Terms” section in the applicable Order Form that clearly specifies that the text in such section modifies this SSA.
14. Counterparts. This SSA may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

DEFINITIONS

As used in the Software as a Service Agreement above, the following terms have the following respective meanings:

“Affiliate” means a legal entity that controls, is controlled by, or is under common control with a Party, where “control” means possessing the power to direct the management, policies, or operations of an entity, directly or indirectly, whether through ownership of voting securities, by contract, or otherwise.

“Authorized User” means an individual who is an employee or contractor of Customer or its Affiliates and to whom Customer or its Affiliate or Awardco, as applicable, grants access authorization to use the Subscription Services.

“Confidential Information” means any technical, business, or financial information disclosed by one Party to the other Party that the disclosing Party identifies as confidential or proprietary at the time of disclosure, or that a person exercising reasonable business judgment would understand to be confidential or proprietary given the nature of the information and the circumstances surrounding its disclosure.

“Customer Data” means any data, content, materials, or information, in each case including Personal Data, that Authorized Users, Customer, and/or Customer’s Affiliates input or upload into Awardco’s cloud-based web platform or otherwise provide to Awardco.

“Documentation” means Awardco’s then-current technical and functional documentation, in all forms, for the Services as generally made available by Awardco.

"Illegal or Harmful Content" obscene, threatening, menacing, offensive, defamatory, abusive, causes annoyance, inconvenience, or needless anxiety, contains expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusive content, vulgarity or profanity, contains or advocates pornography or sexually explicit content or child sexual abuse, or that is otherwise obscene or lewd, advocates violent behaviour or poses a threat to personal or public safety, is harmful to children, is in breach of confidence, in breach of any intellectual property right (including, without limitation, copyright) or any other right of any person, or otherwise is in breach of or violates any applicable law or regulation or code.

“Intellectual Property Rights” means any current and future intellectual property rights and any analogous intangible rights and privileges, including copyrights, trademarks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, utility models, , all rights of whatsoever nature in computer software and data, rights in databases, privacy rights and any rights and privileges related to any of the above, whether or not registered.

“Marketplace Partners” means the various third-party partners of Awardco (such as Amazon.com) who collectively make up an online marketplace of Redemption options for Authorized Users and who may also provide fulfillment and related services with respect to such Redemptions.

“Order Form” means any Awardco order form, ordering documentation, online sign-up, or subscription flow that references or otherwise incorporates this SSA, sets forth pricing (if applicable) and the Services selected by Customer, and is accepted and agreed to by the Parties, in each case including any addenda, schedules, supplements, or statements of work thereto.

“Personal Data” means any information that is considered “personal information,” “personal data,” or “personally identifiable information,” or any functional equivalent of these terms under any applicable laws relating to data privacy, data protection, or cybersecurity.

“Professional Services” means the professional services ordered under an Order Form, which services may include, without limitation, implementation, configuration, consulting, training, and corporate gifting.

“Redemption Account” means one or more non-interest bearing commercial checking accounts in Awardco’s name, into which funds from Awardco’s customers are deposited and used to process and pay for Redemptions and certain Professional Services. Funds from the Redemption Account may be transferred by Awardco to liquid, low-risk investments (such as U.S. government backed treasuries) in Awardco’s name, and any interest or other amounts earned in connection therewith will be retained by Awardco.

“Redemptions” means all products and services redeemed through the Subscription Services under Authorized Users’ accounts.

“Services” means, collectively, the Subscription Services, Professional Services, and any other services ordered under an Order Form.

“Subscription Services” means the subscription(s) to Awardco’s cloud-based web platform delivered and accessible through www.awardco.com, or any other subscription services provided by Awardco, in each case ordered by Customer under an Order Form.

“Third-Party Product” means any content, documentation, applications, integrations, software, code, online services, systems, or other products not developed by Awardco.

Jan 1, 2025–Current

No items found.

Effective Apr 5, 2024

Awardco Connect Terms and Conditions

These Terms and Conditions govern the use of the Awardco Connect offering (the “Terms”) by the Customer referenced in the attached Order Form (“Customer”). By purchasing Awardco Connect, Customer acknowledges that it has read, understands, and agrees to be bound by the Terms effective as of the date the Order Form is signed. The Terms are considered part of and are incorporated into, the Governing Agreement as defined in the attached Order Form (the “Agreement”), and subject to the terms and conditions therein. In the event of a conflict between these Terms and the Agreement, the Agreement will control. Any capitalized terms not contained or defined in these Terms are found in the Agreement.

1. Definitions

1.1. “Awardco Connect” means the Professional Services offered and/or the middleware deployed by Awardco that permits Customer to automate data transfers to and from the Awardco Services and Customer’s designated software.

1.2. “Awardco Services” means the subscription to Awardco’s cloud-based web platform delivered and accessible through www.awardco.com, as further defined in the Agreement.

1.3. “Connectors” means the instructions that permit the transfer of data between software applications through Awardco Connect by using software scripts or application programming interfaces, or “APIs”.

1.4. “Customer Data” means any data, content, materials, or information, in each case including Personal Data, that Authorized Users, Customer, and/or Customer’s Affiliates input or upload into Awardco’s cloud-based web platform or otherwise provide to Awardco.

1.5. “Documentation” means Awardco’s then-current technical and functional documentation for Awardco Connect as generally made available by Awardco.

1.6. “Order Form” means any Awardco order form, ordering documentation, online sign-up, or subscription that references the Terms or the Agreement, which in this case, sets forth pricing (as applicable) Awardco Connect, and is accepted and agreed to by the Parties, in each case including any addenda, schedules, supplements, or statements of work thereto.

1.7. “Personal Data” means any information that is considered “personal information,” “personal data,” or “personally identifiable information,” or any functional equivalent of these terms under any applicable laws relating to data privacy, data protection, or cybersecurity.

1.8. “Professional Services” means the provision of any consulting, implementation, or custom code development services, in each case as identified by an Order Form, to enable the performance of Awardco Connect through customized Tasks, Recipes, and Transactions.

1.9. “Recipe” means a workflow, automation, or other set of commands sent through Awardco Connect that request the Awardco Services to carry out certain actions across software applications based on the occurrence of a designated triggering event.

1.10. “Sandbox” means an iteration of the Awardco Services which is not connected to live data, and through which acceptance testing may occur.

1.11. “Tasks” means a unit of work performed every time a Recipe performs an action (e.g. gathering data from an application through an API), as more fully described in the Documentation.

1.12. “Transaction” means the processing that occurs each time a Recipe is run.

2. Awardco Connect Use; Customer Responsibilities.

2.1. Awardco Connect Grant of Rights. Subject to your compliance with these Terms, Awardco hereby grants Customer a limited, non-exclusive, non-transferable, non-sub licensable, revocable right to use Awardco Connect solely for the purpose of integrating Customer’s third-party applications, software, interfaces, APIs, products, services, or websites that interoperate with the Awardco Services (collectively “Third-Party Applications”) with the Awardco Service. You may not use Awardco Connect for any other purpose without our prior written consent. Awardco reserves all rights and licenses not specifically granted in the Terms.

2.2. Customer Responsibilities.

2.2.1. Customer is solely responsible for accepting and complying with applicable terms and conditions and privacy policies of such Third-Party Applications, and its use of such Third-Party Applications and any data loss or other losses it may suffer as a result of such use. Awardco does not warrant or support any Third-Party Applications and shall have no responsibility, liability, or indemnification obligations for any claims, losses, or damages arising out of or in connection with Customer’s use of any Third-Party Applications. Except as expressly stated in the Terms or an Order Form, Awardco does not guarantee compatibility with any Third-Party Application, and Awardco shall not be responsible for any changes or new developments in Third-Party Applications that may interrupt Customer’s use of or interaction with the Awardco Services.

2.2.2. Customer further agrees to not (a) use Awardco Connect in a manner that that violates any applicable law, regulation, or third-party right; (b) exceeds the rate limits or other usage restrictions that Awardco may impose from time to time; (c) use Awardco Connect in a manner that Customer has reason to know would interfere with or disrupts the Awardco Services or Awardco’s systems, network, or servers; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of Awardco Connect, modify, adapt, translate, or create derivative works based on Awardco Connect; (e) modify, adapt, translate, or create derivative works based on Awardco Connect; (f) sell, rent, lease, sublicense, distribute, or otherwise transfer Awardco Connect or any data obtained through the Awardco Connect to any third party; (g) create a competing product or service or to benchmark the Awardco Services against a competing product or service; (h) send unsolicited or unauthorized messages, advertising, promotions, or spam; (i) use any robot, spider, scraper, crawler, or other automated means to access Awardco Connect outside of its intended use; or (j) remove, obscure, or alter any proprietary notices or labels on or in Awardco Connect.

3. Customer Acknowledgments.

3.1. Timeline Not Guaranteed. Customer acknowledges that enabling Awardco Connect to Customer’s Third-Party Applications may require additional customization and effort beyond what is described in the Order Form. As such, any timeline described therein is for informational purposes only and not to be relied upon by Customer as an agreed-upon schedule for the enablement of Awardco Connect.

3.2. Community Recipes and Connectors. Customer agrees that any Recipes and Connectors created and marked public by any third-party will be provided to Customer “AS-IS.” Awardco will not be liable for Customer’s use of, and will not provide indemnity, warranties, or representations for such publicly available Recipes and/or Connectors.

3.3. Acceptance of Subprocessor. Customer acknowledges and agrees that Awardco Connect operates with or uses APIs and/or other services operated or provided by third parties. Customer hereby acknowledges and accepts Awardco’s use of Workato as a subprocessor of Awardco Connect. To learn more about Awardco’s use of Workato in connection with Awardco Connect, please visit https://www.workato.com/embed-saas-integrations.

4. Professional Services.

4.1 Awardco will perform Professional Services as described in an Order Form. Customer shall, without undue delay, provide Awardco with access to materials, information, and resources reasonably needed to perform such Professional Services (including, but not limited to private Recipes and Connectors of Customer), and Awardco will use such materials, information, and resources only for the purposes of providing such Professional Services in order to enable Customer’s use of Awardco Connect. Recipes, Connectors, and other functionality of Awardco Connect that form a part of Professional Services provided to Customer in accordance with Section 6 below, and Customer may use them only in connection with Customer’s authorized use of the Awardco Connect. During the Professional Services, Awardco may utilize a Sandbox to test the Awardco Connect Tasks, Recipes, and Transactions.

5. Acceptance Testing.

5.1. Upon written certification from Awardco that the Professional Services have been completed, Customer will be deemed to have accepted Awardco Connect and the Professional services unless, within fourteen (14) days from the date of Awardco’s written certification, Customer gives Awardco written notice that Awardco Connect fails to conform to the Documentation or the Warranties (provided below). Awardco will, upon receipt of such notice from Customer, investigate any deficiencies in Awardco Connect or the Professional Services and remedy the failure without undue delay.

6. Ownership; Licenses.

6.1. Recipes and Connectors

6.1.1. As between the Parties, Awardco will retain all rights, titles, and interests in and to all Recipes, Connectors, and all derivatives thereto on the Awardco Connect, excluding any Recipes and Connectors created by Customer. During the Term, Awardco grants to Customer a limited, non-exclusive right to make, use, and share Recipes and Connectors with its Users.

6.1.2. Customer understands and agrees that the Recipes and Connectors are part of the features of Awardco Connect and will not function independently of the Awardco Services.

6.1.3. Customer grants to Awardco a limited right to use and process its private Recipes and Connectors, provided that Awardco shall not resell, rent, lease, sublicense, distribute, or otherwise transfer any Customer-owned Recipe or Connector. Such Recipes and Connectors shall be deemed Confidential Information (as defined in the Agreement) of Customer.

6.2. Analytics Data. Awardco may access, collect, analyze, and use the Analytics Data generated from Customer’s use of Awardco Connect for its own business purposes, such as improving its products and services, analytics, and industry analysis. Analytics Data does not and will not contain any Customer Data or Customer’s Confidential Information, or Personal Data (as defined in the Agreement). Awardco will not publicly publish, distribute or display Analytics Data except in anonymized and aggregated form so that it does not in any manner reveal the identity, whether directly or indirectly, of Customer or its Affiliates or Authorized Users (as defined in the Agreement), and would not permit a third-party to identify the Customer or its Affiliates or Authorized Users.

7. Representations and Warranties.

7.1. Mutual Warranties. Without limiting any other representation or warranty under the Agreement, each Party represents and warrants that: (i) it has the full power and authority to enter into the Terms; (ii) it will use industry standard measures to avoid introducing viruses, malicious code, or similar harmful materials into the Awardco Services; and (iii) it has obtained and shall maintain throughout the Term of the Agreement all necessary licenses, authorizations, approvals, and consents to enter into, exercise its rights, and perform its obligations hereunder in compliance with all applicable laws, rules, and regulations.

7.2. Awardco Warranties. Awardco represents and warrants that during the Term: (i) the Awardco Connect, Recipes, and Connectors will function in accordance with the Documentation in all material and applicable respects; and (ii) Professional Services will be provided in a professional and workmanlike manner in conformity with industry standards and in accordance with the specifications on an Order Form. The exclusive remedy for a violation of these warranties shall be for Awardco to correct the non-conformance within thirty (30) days from the date Awardco receives notice of such non-conformance, or if Awardco cannot substantially fix the non-conformance in a commercially reasonable manner, Customer may terminate the applicable Order Form and Awardco will issue a pro-rata refund for any unused, pre-paid fees following the effective date of termination.

7.3. Customer Warranties. By using Awardco Connect, Customer represents and warrants that it has obtained and will maintain all necessary rights, licenses, authorizations, approvals, and consents to use, transmit, and process Customer Data through the Awardco Services, and Awardco is authorized to perform any Transactions initiated through instructions given to Awardco via its account or other means. Customer will be solely responsible for the accuracy, quality, and legality of Customer Data, the means by which it was acquired, and Customer’s use thereof. Customer will comply with all applicable privacy and data protection laws that govern the collection, use, and transfer of such data.

7.4. Warranty Disclaimer. AWARDCO CONNECT IS PROVIDED TO THE CUSTOMER “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OFANY KIND, EXCEPT THOSE EXPRESSLY PROVIDED FOR HEREIN. AWARDCO DOES NOT WARRANT THAT AWARDCO CONNECT WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT AWARDCO CONNECT WILL MEET CUSTOMER’S REQUIREMENTS (EXCEPT FOR THOSE EXPRESSLY AGREED TO IN THE ORDER FORM). AWARDCO IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF AWARDCO CONNECT TO THE EXTENT ARISING FROM CUSTOMER’S ACTIONS, DATA, THIRD-PARTY APPLICATIONS OR OTHER SERVICES PROVIDED BY THIRD PARTIES. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND AWARDCO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO AWARDCO CONNECT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR RESULTS, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnification. The Parties Indemnification obligations are set forth in the Agreement.

9. Term. The Terms shall be in effect as of the Effective Date of the Order Form and shall continue for as long as the Awardco Services are being provided to Customer under the Agreement.

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Apr 5, 2024–Current

Effective Jan 1, 2025

AWARDCO ACCEPTABLE USE POLICY FOR END-USERS

This acceptable use policy, as amended and updated from time to time, (this “Policy”) is incorporated by reference into each contract with Awardco’s customers and end users (the “Contract”) and governs end-users’ use of the Awardco platform (the “Platform”). This Policy is supplemental to the Contract and paragraphs below are not exhaustive. Please be respectful of others when you use the Platform.

Capitalised terms not defined in this Policy have the meanings set forth in the Terms.

YOUR USE OF THE PLATFORM.
1. You must use the Platform in compliance with this Policy and the Terms, and applicable law. You must not, except as permitted by law: (1) sell, resell, rent, distribute, republish, lease, license, loan, assign (whether directly or indirectly, by operation of law or otherwise) or otherwise transfer, or encumber rights to the Platform, or any part thereof, or translate, merge, copy, reproduce, adapt, reverse engineer, decompile, disassemble, transmit, scan, publish on a network or store in any retrieval system of any nature the Platform, or any part thereof; (2) send or store viruses, worms, time bombs, Trojan horses, any software, virus, clock, timer, counter or other limited or disabling code, design or routine that is intended to be harmful to the Platform or to data stored in the Platform or which enables access to the Platform or theft of data or otherwise impairs the operation of the Platform and other malicious code, files, scripts, agents or programs to the Platform; (3) attempt to gain unauthorised access to, or disrupt the integrity or performance of, the Platform or the data available on the Platform; (4) modify, copy or create a database or derivative works from or based on the Platform, or any portion thereof; or (5) access the Platform for the purpose of building a competitive product or service or copying its features or user interface.
2. You must not upload, access, store, distribute or transmit any material during your use of the Platform that is Illegal or Harmful Content (as described in paragraph 3.1 below) or is otherwise objectionable, or that is otherwise not in compliance with this Policy or the Terms.
3. You must not remove any proprietary legends or markings, including copyright notices, on the Platform.
ILLEGAL OR HARMFUL CONTENT.
1. Illegal or Harmful Content is any User Content that is: (1) obscene, threatening, menacing, offensive, defamatory, abusive, causes annoyance, inconvenience, or needless anxiety, contains expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusive content, vulgarity or profanity, contains or advocates pornography or sexually explicit content or child sexual abuse, or that is otherwise obscene or lewd, advocates violent behaviour or poses a threat to personal or public safety; (2) a breach of any intellectual property right, right of confidentiality or any other legal right of any person; or (3) fraud, misrepresentation or otherwise in breach of, or violates, any applicable law or regulation or code.
2. We do not tolerate Illegal or Harmful Content uploaded through the Platform. We will process and investigate notices of alleged Illegal or Harmful Content, and take appropriate actions, as required under any applicable law.
3. If you believe any User Content posted on or through the Platform is Illegal or Harmful Content or violates this Policy, you should notify us by emailing us at legal@awardco.com. The notification must be in writing and contain: (i) a description of the alleged Illegal or Harmful Content; (ii) identification of the content that is claimed to be illegal, and where the content that you claim is illegal is located on the Platform, with enough detail that we may find it on the Platform; and (iii) your address, telephone number, and email address.
4. If you believe that any User Content that was removed (or to which access was disabled or restricted) is not illegal, or you otherwise wish to complain about our decisions or actions, you may send a written complaint to legal@awardco.com containing: (a) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; and (b) your name, address, telephone number, and email address.
5. We may terminate, in appropriate circumstances and at our sole discretion, the accounts of users who are deemed to be repeat uploaders of Illegal or Harmful Content, or who frequently submit notices or complaints about Illegal or Harmful Content that are manifestly unfounded. We may also, at our sole discretion, limit access to the Platform and/or terminate the accounts of users who upload Illegal or Harmful Content or violate this Policy. We may use automated means of reviewing User Content, in addition to human review.
6. Any suspected Illegal or Harmful Content may be referred to appropriate law enforcement authorities.
7. If we decide that User Content is Illegal or Harmful Content or otherwise breaches this Policy or any Contract, we may: (1) remove, disable or restrict the visibility of the User Content; (2) suspend or terminate your Account (or any part of it) and/or access to or use of the Platform; (3) block you from future access to the Platform, or take any other actions to restrict User Content or access to and use of the Platform.
8. Where required by applicable law, we will advise you if we take any of the above actions, and we will provide you with a statement of reasons. If you disagree with our decision, you can contact us at legal@awardco.com, and we will consider your notification in accordance with our internal policies and procedures.
9. If we remove, take down or restrict the visibility of any User Content, or suspend or ban you from using the Platform in breach of the Contract, then you can bring a claim against us for breach of contract.
10. VeraSafe has been appointed as Awardco’s EU Digital Services Act (DSA) legal representative in the European Union, pursuant to Article 13 of the DSA. The European Union Member States’ competent authorities, the European Commission, and the European Board for Digital Services may contact VeraSafe in addition to or instead of legal@awardco.com, on issues necessary for the receipt of, compliance with, and enforcement of decisions issued in relation to the DSA. To make such an inquiry, please contact VeraSafe using this contact form:

https://verasafe.com/public-resources/contact-dsa-legal-representative/

or via telephone at: +420 228 881 031.

Alternatively, VeraSafe can be contacted at:

VeraSafe Ireland Ltd.

Unit 3D North Point House

North Point Business Park

New Mallow Road

Cork T23AT2P

Ireland

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Jan 1, 2025–Current

Effective Jan 1, 2025

Awardco End-User Terms of Use

‍

Agreement and Term

These Terms of Use of use (these “Terms of Use”) form a legal agreement between you and Awardco, Inc., a Delaware corporation (“Awardco”, “us” or “we”) in respect of your access to and use of the Awardco’s platform delivered and accessible through www.awardco.com (the “Platform”). Your organization/employer has subscribed to the Platform to enable you to redeem products, services, bookings, benefits and other items available in the Awardco Rewards Marketplace (“Rewards”). By clicking ‘agree’ (or similar) or accessing or using the Platform, you are agreeing to be bound by these Terms of Use. If you do not agree to any of these Terms of Use, then do not access or use the Platform.

You should pay particular attention to the section called "Disclaimers and Liability", as this excludes or limits our legal liability in connection with your use of the Platform.

We reserve the right to make changes to the Platform and these Terms of Use at any time. Your sole remedy if you do not accept any change to the Platform or these Terms of Use, or if you do not agree with our licensors’ end user terms, is to cease using the Platform.

The Platform
1. These Terms of Use will commence on the date you are first given access to the Platform and will continue until terminated in accordance with its terms (“Term”).
2. You may access and use the Platform during the Term in accordance with these Terms of Use, solely for the purpose of accessing your Awardco recognition points (“Points”) and your Rewards account, and purchasing Rewards.
3. You must use the Platform strictly in accordance with these Terms of Use and our Acceptable Use Policy. We may immediately suspend your access to the Platform if you use the Platform in breach of these Terms of Use or Acceptable Use Policy in a way that we believe threatens the security, integrity or availability of the Platform, or the confidential or proprietary information of Awardco, or your organization or employer.
4. No access by children under 16.
Registration
1. Your organization/employer has created an account on your behalf for you to have full access to the Platform and access your Points and Rewards (your “Account”). You must provide true, accurate, and current information about yourself as prompted by our registration form.
2. You are responsible for any use or misuse of your Account, so you must keep all Account login and password details confidential, and must not allow anyone else to access or use your Account or access the Platform via your Account. Your Account is personal to you and you may not assign or transfer your Account to any other person. You should notify us immediately if you become aware of any unauthorized access or use of your Account.
Rewards
1. You can purchase Rewards by pressing the “Checkout” button (or equivalent) at the end of the checkout process. You are responsible for ensuring that your order is complete and accurate before submitting your order. You will have an opportunity to check and correct any errors via our website up until the point at which you submit your order.
2. Your order is not binding on you or us unless and until we accept the offer. You will receive an acknowledgement of your order via email, but this should not be considered acceptance of your order. If we accept your order, we will confirm our acceptance by sending you another email confirming the Reward has shipped (the “Acceptance Notice”), at which time a contract will come into force between you and us.
3. If we are unable to fulfill the order you have requested for any reason, we will inform you by email and your order will not be processed. If you have already paid for the Rewards, we will refund you the full amount including any delivery costs paid as soon as possible, but in any event within 14 days of you submitting your order.
Prices
1. The total price or Points value for the Reward includes any applicable taxes, additional fees, packaging and delivery.
2. If we discover an error in the price or Points value of any Reward, we are not obliged to accept or fulfill an order for that Reward at the incorrect price or Points value. We reserve the right (at our discretion) to either cancel your order or contact you and ask you whether you wish to continue with the order at the correct price or Points value. If we are unable to contact you or you do not wish to continue with the order at the correct price or Points value, we will cancel your order and refund the price or credit you with the Points value you have paid.
Shipping and Delivery
1. We will contact you with an estimated delivery date, which will be within 30 days from the date of the Acceptance Notice. Some items, such as company swag, may take longer to fulfill depending on the time of year ordered, supply, etc. We will communicate any delays in fulfillment in a timely manner. To the extent permitted by law, dates quoted for delivery are approximate only and time of delivery is not of the essence. We will send another email when the products you have ordered have been dispatched.
2. We will arrange for the products to be delivered to the address stated on the relevant order. You will be responsible for, and will own, the products only once Rewards have been deducted from your Awardco wallet and delivery has been completed.
3. If you fail to take delivery of the products on the date delivery has been scheduled, delivery may be rescheduled.
Using your Points and Payment
1. You can use your Points to purchase Rewards. Where you do not have sufficient Points to purchase your chosen Reward, you can make a top-up payment to pay the remaining balance.
2. We may collect payments for the Rewards from you directly by a debit or credit card at the time of your order through the use of a third-party payment processor (“Payment Processor”) to bill you through a payment account selected by you at checkout. The processing of payments by a Payment Processor will be subject to the terms, conditions and privacy policies of such Payment Processor in addition to these Terms of Use. We are not responsible for the acts or omissions or any errors by a Payment Processor.
Right to Refund and Consumer Cooling Off Period
1. Please contact support@awardco.com to review our returns and cancellation policy for the specific Reward you have redeemed. Our returns and cancellation policy is in addition to (and not in place of) your consumer cancellation rights, as detailed further in Sections ‎8(b) and ‎8(c).
2. Except for gift cards redeemed through Awardco and subject to the terms and conditions of each Marketplace Partner, you have the right to cancel a purchase of Rewards that you make online, and to receive a refund, provided you exercise that right in accordance with the following timeframes, based on whether you have ordered goods or services (“Cooling Off Period”): (1) if your Reward is goods, you must exercise your cancellation rights within 14 days after the date on which you receive your chosen Reward; or (2) if your Reward is a service, you must exercise your cancellation rights within 14 days after the date on which you receive your chosen Reward, however if any services were received during the Cooling Off Period you must pay for the services received. You will not have the right to cancel during the Cooling Off Period if the services have been fully performed.
  All Rewards returned must be in the same condition (including in original packaging) they were in when delivered to you.
3. If you wish to exercise your right of cancellation, you must inform us by email to support@awardco.com within the Cooling Off Period. If eligible, you must return the canceled Reward to us at your cost (if any) within 14 days after informing us of cancellation. If you paid for a Reward with Points, we will credit the Points back to your Account. If you paid for the Reward in part or whole with cash, we will reimburse you the amount of the cash you paid.
4. Some orders for Rewards (such as perishable goods, gift cards and virtual prepaid cash cards, bookings for travel, events, hotels, and experiences) may not be canceled. The following orders for Reward cannot be canceled under any circumstances: e-gift cards, virtual prepaid cash cards, cash, and Revolut.

User Contentsome text
1. You represent and warrant that you own or are authorized to use and provide to us all content, data, images or other information you upload or submit to the Platform (including without limitation any posts or messages in forums and discussion boards within your organization) ("User Content"). Any User Content uploaded to the Platform by you is your sole responsibility to the fullest extent permitted by law.
2. We have the right, and in certain circumstances an obligation, to monitor, screen, edit or remove User Content that is uploaded, stored, posted or transmitted to or via the Platform to determine compliance with these Terms of Use and to satisfy any laws and regulations.
3. We reserve the right, and have absolute discretion, to screen, edit, refuse to post or remove without notice any User Content uploaded, stored, posted or transmitted to or via the Platform at any time and for any reason. We may use automated means of reviewing User Content, in addition to human review. Please see our acceptable use policy for further information.
4. You grant to us and our affiliates, third party partners, and subcontractors a perpetual, irrevocable and royalty-free right to: (1) use and process all User Content as necessary to perform and fulfill our obligations under these Terms of Use, such as providing you access to the Platform and your Account; and (2) access, collect, analyze, and use the data, information, or insights generated or derived from the provision and use of the Platform and related software, systems, programs, and technologies (“Analytics Data”) for our own business purposes, such as improving its products and services, analytics, and industry analysis. Analytics Data is not User Content it does not in any manner reveal the identity of you.
Ownershipsome text
1. We own the Platform and you acknowledge that all data, material and information contained in the Platform are and will remain our or our licensors’ intellectual property and confidential information.
2. You have no rights in or to the Platform or the data on the Platform, other than the right to use the Platform in accordance with these Terms of Use. You will take any and all actions that may reasonably be required by us or our third party data providers to protect our proprietary rights and those of our third party provider(s).
Disclaimers and Liability some text
1. As a consumer, you have certain rights under law and nothing in these Terms of Use can, or is intended to, limit or remove these rights. We do not exclude or limit our responsibility to you for losses where it would be unlawful to do so, including for faulty or misdescribed goods or services, or personal injury or death caused by our negligence.
2. Without limiting clause ‎11(a) and to the extent permitted by law: (1) we do not warrant that your use of the Platform will be uninterrupted or error-free. The Platform is provided “as is” and “as available”, you and your employer or organization assume all risk in using the Platform, and you agree that your sole and exclusive remedy for any problems or dissatisfaction with the Platform is to stop using the Platform; (2) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from these Terms of Use; (3) in relation to any claims relating to Rewards, our liability will be limited to the value of the Reward; and (4) in no event shall we be liable for any loss or damage, whether or not contemplated by us and you, resulting from the use or inability to use the Platform. If we are found to be liable, our total liability to you for any other losses will be limited to £100.
Terminationsome text
1. We may immediately suspend or terminate these Terms of Use and your access to the Platform if: (1) you use or we suspect that you have used or are using the Platform in any manner that does not comply with these Terms of Use, the Acceptable Use Policy, or that is contrary to any applicable law; or (2) we know or suspect that any User Content submitted to the Platform by you infringes any applicable law, third party rights or any term of these Terms of Use.
2. These Terms of Use and your access to the Platform will immediately terminate if the agreement between us and your organization or employer expires or is terminated for any reason.
3. Upon termination of these Terms of Use, (1) all rights and subscriptions granted to you under these Terms of Use will immediately terminate and you will cease using the Platform and our confidential information; and (2) we may destroy or otherwise dispose of any of the User Content in our possession.
4. The clauses titled “Disclaimer and Liability”, “Termination” and “Governing Law” shall survive any termination or expiration of these Terms of Use.
Data Protection

We will comply with our privacy policy, as amended from time to time, when handling your personal data in the course of providing the Platform or otherwise in connection with these Terms of Use.

Governing Law some text
1. These Terms of Use and any dispute or claim arising out of or in connection with it, will be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms of Use.

Jan 1, 2025–Current

Software as a Service Agreement

Data Processing Agreement

A-Pay Terms and Conditions

Awardco Connect Terms and Conditions

End-User Acceptable Use

End-User Terms of Use

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Awardco Connect Terms and Conditions

1. Definitions

2. Awardco Connect Use; Customer Responsibilities.

2.2. Customer Responsibilities.

3. Customer Acknowledgments.

4. Professional Services.

5. Acceptance Testing.

6. Ownership; Licenses.

7. Representations and Warranties.

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