Blueboard,Inc. (“Blueboard,” “we,” “our” or“us”) enables you (“Customer,”“you” or “your”) to offer rewards, experiences and offerings (“Rewards”) to your employees and enables your employees to redeem those Rewards from third party providers (“Providers”), all through Blueboard's website located at http://www.blueboard.com/ (the “Site”),subject to these Blueboard Terms of Service (this “Agreement”).Blueboard's service is referred to herein as the “Service.” Blueboard and you may be referred to herein collectively as the “Parties” or individually asa “Party.”

The details relating to the Service and the Rewards to be purchased by Customer under this Agreement, including aggregate Reward value, pricing, service fees and payment obligations, will be set forth in one or more statements of work(each, an “SOW”) to be executed by the Parties and incorporated herein by this reference.

This Agreement constitutes a binding legal contract that governs your use of and access to theService upon the execution of an SOW. Please read this Agreement carefully before executing an SOW and refer to this Agreement periodically to make sure that you are aware of the most current terms and conditions of your access to and use of the Service.  Access to and use of the Service is also subject to the Blueboard Privacy Policy available at https://www.blueboard.com/privacy, which is incorporated herein by this reference.

We hope we can provide you with the best experience possible, and we welcome any feedback, suggestions for improvements to the Service, as well as any questions, issues, concerns or other inquiries related to the Service. If you are having trouble with the Service or your user account, or wish to contact us for any reason, please feel free to email us at support@blueboard.com.  

1.     Blueboard Site and Service

1.1.    The Service.  The Service consists of: (a) access to our Site and the platform contained therein, in which we make available certain Rewards that you may offer to your employees, and (b) any configuration, support and other services set forth in the applicable SOW. The Rewards are actually provided by a wide range of participating third party Providers.  Subject to and conditioned on your compliance with the terms of this Agreement, you shall have a non-exclusive, non-transferable(except as set forth herein), limited right during the Term (as defined inSection 8.1 below) to use the Service. Subject to your payment of the applicable fees as set forth on an SOW (the “Service Fees”), you may permit your employees to use the Service to be informed of the Rewards and to redeem them through third party Providers, provided that you shall ensure that all such employees comply with the terms of this Agreement. Additionally, you will be fully liable for the acts, omissions or violation of the terms of this Agreement by any and all of your employees.Except for the express licenses granted in this Section 1, no other rights are granted by Blueboard hereunder, by implication, estoppel or otherwise, and all rights not expressly granted herein are reserved.

1.2.    Connectivity.  You are responsible for providing adequate Internet connectivity, software and hardware to be able to access and use the Service.  You understand that in order to use theService, a modern browser such as Firefox 3+, Safari 3+ or Google Chrome 9+ is recommended. Additionally, a stable connection to the Internet is required. TheService may work in a limited manner on other web browsers and earlier versions of the recommended browsers, but please keep in mind that the Service was not designed for use or compatibility with web browsers other than the ones we specifically recommend here. You are responsible for procuring and maintaining all hardware, software and telecommunications services needed to connect to theService and for paying all third-party access charges (e.g., Internet service provider fees).

1.3.    Site Support and ServiceCommitments. Blueboard will maintain the Site in accordance with the support terms, service level commitments and response times set forth in Exhibit A(Support and Service Levels). All issues with the Site must be submitted to support@blueboard.com and Blueboard will use commercially reasonably efforts to resolve any such issues in accordance with the response times set forth in ExhibitA.  

2.    Use of the Service

2.1.    Acceptable Use.  You agree that you will not, and will not permit or encourage any of your employees or any other third party to, directly or indirectly:

a.     Use the Service in any manner or for any purpose other than as expressly permitted by this Agreement;

b.     Use the Service in violation of any federal, state, local or international laws or regulations;

c.      Copy, circulate, distribute or link to any of the Rewards without our prior written consent except to the extent permitted by the Service or this Agreement;

d.     Share your log-in, password or otherwise permit a third party to access or use your account or that of another user;

e.      Reproduce, duplicate, copy, sell, resell, rent, lease or exploit any portion of the Service, use of theService, or access to the Service without our prior written consent except to the extent permitted by the Service or this Agreement;

f.      Use the Service for storing or transmitting infringing, libelous, offensive, defamatory, pornographic, obscene or otherwise objectionable, unlawful or tortious material;

g.     Use the Service to store or transmit malicious code, viruses, Trojan horses or worms of a destructive nature or that may damage or harm the Service and/or our computer systems;

h.     Interfere with any other user’s use or enjoyment of the Service;

i.      Attempt to gain unauthorized access to the Service or to another user’s account or any related systems or networks;

j.      Copy the user interface design, workflow or any features of the Site or use any of the foregoing for any purpose other than in connection with the Service as provided herein;

k.    Modify, publish, transmit, reproduce, create derivative works from, distribute, display, link to, frame with other content or incorporate into another website the Service, in whole orin part;

l.      Take screenshots or videos of the Service in order to share the information with one of our competitors or a company seeking to create and/or offer services similar to the Service;

m.    Impersonate or misrepresent any individual or company to us;

n.     Use the Service to infringe the rights of any third party, including intellectual property and privacy rights;

o.     Modify, adapt or hack theSite or modify another website so as to falsely imply that it is associated in any way with us or the Service;

p.     Abuse or threaten (including threats of abuse or retribution) in any way any of our employees, officers or affiliates through verbal, physical, written or other means;

q.     Upload, post or transmit unsolicited email, SMSs or “spam” messages; or

r.      Duplicate, copy or reuse any portion of the HTML/CSS or visual design elements of the Site without our prior written consent.

2.2.    Notice of Unauthorized Use.  You must immediately notify us of any unauthorized use of your account or the Service that comes to your attention.In the event of any such unauthorized use, you will take all steps necessary to terminate such unauthorized use. Additionally, you will provide us with such cooperation and assistance related to any such unauthorized use as we may reasonably request.

3.    Changes and Updates to the Service

You understand that the Service may change over time as we refine and add more features or content. We reserve the right to update, modify or discontinue any features, functionality, content or other aspects of the Service, at any time, with or without notice, in our sole discretion. Blueboard does not guarantee that any particular Rewards or other benefits that may be offered through theService from time to time will continue to be available throughout the Term.Notwithstanding the foregoing, we will not materially decrease any functionality or features of the Service without your prior written consent, which is not to be unreasonably withheld. Any new functionalities or features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement.

4.    Your and Your Employees’ User Account(s)

4.1.    Account Registration.  To obtain access to the Service, users are required to obtain a login to the Service. When registering, we will ask users to warrant that they: (a) are providing true, accurate, current and complete information as requested by the registration form for the Service, and (b) will maintain and promptly update throughout the Term such information to keep it true, accurate, current and complete.

4.2.    Account Security. A user’s account login is personal to such user and may not be shared or used by anyone else. Each user is entirely responsible for maintaining the confidentiality of his or her user account password and must agree not to disclose such password to any other user or third party or let any third party use the Service on his or her behalf. You must contact us immediately if you suspect misuse of a user’s account or any security breach in the Service.Please be aware that you are responsible for any and all activity occurring through your users’ accounts, whether or not you actually authorized that activity.

5.    Purchasing and Redeeming Rewards

5.1.   Purchasing Rewards. You will arrange with Blueboard to purchase a certain Reward commitment (the“Reward Budget”) and to have Blueboard offer Rewards from that budget to your employees as set forth in the applicable SOW.

5.2.   Redeeming Rewards. Your employees will be able to order and redeem Rewards awarded by you through their user accounts.  We will use commercially reasonable efforts to ensure that the quality and quantity of Rewards available to your employees will be no less than that available as of the date the applicable SOW is signed by both Parties (“SOW Effective Date”). Rewards are not redeemable for cash, unless required by law.Unauthorized or unlawful reproduction, resale, modification or trade of Rewards is prohibited.

5.3.   Unavailability of Rewards.  If a Reward becomes unavailable between ordering and processing, or if a Provider or venue refuses to honor any Reward, Blueboard will notify your employee by email and credit your employee’s account with the initial level for future redemption of Rewards through the Service.

5.4.   Rights Reserved by Blueboard.  Blueboard reserves the right, at its sole discretion, to not process or to cancel any orders placed for a Reward for which the price or availability was incorrectly posted through the Service as a result of an error. If this occurs, Blueboard will notify your employee by email and credit your employee’s account with the initial level for future redemption of Rewards through the Service.  Blueboard may also refuse to process, or may cancel, a Reward, as reasonably necessary to comply with applicable law or to respond to cases of misrepresentation, fraud or known or potential violations of the law or this Agreement.  

6.     Disclaimer of ProviderLiabilities  

You acknowledge and agree that Blueboard and Providers are independent parties, and that Providers shall not be deemed personnel, subcontractors or subprocessors of Blueboard, nor are Providers in any way affiliated with Blueboard. You further acknowledge and agree that Providers:(a) are the offer ors of the Rewards, (b) are fully and solely responsible for all goods and services they provide to you and your employees, and (c) assume all liability for any and all injuries, illnesses, death, damages, claims, liabilities, losses and costs (“ProviderLiabilities”)they may cause you or your employees to suffer, directly or indirectly, in full or in part, whether or not related to the use or redemption of a Reward. You hereby waive and release Blueboard and its subsidiaries, affiliates, partners, officers, directors, employees and agents from any Provider Liabilities arising from or related to any acts, errors, breaches, misrepresentations, misconduct, non-performance or omissions of a Provider or the lack of availability of anyReward provided by a Provider. Descriptions of the products or services advertised through the Service are provided by the Providers and adapted by Blueboard. Such descriptions, content, products, services and prices relating to Rewards available through the Service may change at any time without notice.Once a Reward has been issued to an employee by you, Blueboard is not responsible and shall not have any liability for any performance, availability or quality claims associated with such Rewards except as expressly set forth inSection 5.

7.     Taxes

TheInternal Revenue Service and your state taxing authority may deem your offering of Rewards as the equivalent of taxable income to your employees if they redeem the Rewards. Further, you may be required to report those Rewards to the taxing authorities as additional compensation to your employees.  You, and not Blueboard or any of the Providers, are responsible for determining whether you need to include the value of theRewards as additional income paid to your employees when you prepare your taxes.

8.    Cancellation and Termination

8.1.    Term.  This Agreement is effective as of the SOW Effective Date and you will continue to have access to the Service for the “Length of Program”specified in any active SOW unless this Agreement is terminated earlier as provided herein (the “Term”). The Term will be extended for additional one (1) year renewal periods(each a “Renewal Term”) if, at the expiration of the Length of Program or any such Renewal Term, you have a remaining Reward Budget balance that has not been issued as Rewards to your employees.

8.2.    Termination; Service Suspension. Either Party may terminate this Agreement, and any SOW, upon written notice to the other if either Party breaches any provision of thisAgreement or the applicable SOW and such breach is not cured within thirty (30)days after written notice thereof is received by the breaching Party. In addition, without limiting the foregoing termination rights, we reserve the right, at any time and in our sole and absolute discretion, to temporarily suspend access to the Service (in whole or in part) for: (a) scheduled or unscheduled maintenance; (b) purposes of maintaining the security and/or integrity of Blueboard’s network, hardware or associated systems or those of its third party service providers; or (c) your failure to timely pay theService Fees or to comply with your agreements with Blueboard (any such suspension described in subclauses (a), (b) or (c), a “Service Suspension”). We will use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Service following any ServiceSuspension. We will also use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. We will have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you or any of your employees may incur as a result of a Service Suspension.

8.3.    Effect of Termination. Upon expiration or termination of this Agreement for any reason, all rights granted to you hereunder will immediately terminate and you must cease all use of the Service. Except for termination due to Blueboard’s uncured breach, Blueboard shall have no obligation to refund any portion of the RewardBudget or Service Fees paid in advance unless expressly set forth in the applicable SOW.  In the event of termination due to Blueboard’s uncured breach, Blueboard shall refund Customer the  amount of any prepaid Reward Budget amounts unused as of the termination effective date and a proportionate amount of the ServiceFees allocated to the refunded Reward Budget. For purposes of the foregoing, the Reward Budget is used when a Reward value or amount has been issued to an employee. After expiration or termination, your employees will continue to have access to their individual user accounts on the Blueboard Reward redemption portal and will have the ability to redeem any issued but unused Rewards until they have redeemed and used such Rewards.

9.     Third-Party Linked Services and Content

The Service may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including but not limited to Provider or other third-party websites, directories, servers, networks, systems, information and databases, software, applications, programs, products and/or services, and the Internet as a whole.When a third party’s website or service is linked to the Service, the user is interacting with the third party and not with us. Such linked websites are not under our control and we are not responsible for the contents of any linked website or any link contained within a linked website, or any changes or updates to such websites maintained by third parties. Posting of a link to another website does not constitute endorsement of that website (or any of the products, services or other materials offered through that website) by us or our licensors, regardless of whether or not the link is associated with any offering listed through the Service.

10.  Proprietary Rights

10.1. Our Proprietary Rights.  As between you and us, we and our licensors own and reserve all right, title and interest in and to the Service, including all intellectual property rights related thereto. In the event that you provide us with comments, suggestions, recommendations or other feedback with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service), you hereby grant to us a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any such feedback you provide us into the Service.Additionally, you hereby grant to us and our third party service providers the right to use, modify, adapt, reproduce, distribute, display and disclose any information or data you transmit through the Service solely to the extent necessary to provide you with the Service or as otherwise permitted by thisAgreement and the Blueboard Privacy Policy, located at https://www.blueboard.com/privacy.  

10.2. Trademarks.  The Service contains valuable trademarks and service marks owned and used by us to distinguish the Service from those of others. The Service may also contain references to other entities’ trademarks and service marks, but such references are for identification purposes only and are used with the permission of their respective owners. We do not claim ownership in, or any affiliation with, any third-party trademarks or service marks appearing in connection with the Service. You agree not to use or display any trademarks you do not own without our prior written consent or the consent of the owner of such mark.  Blueboard reserves the right to use your trademarks and logos in its marketing activities.

11.  Electronic Communications; Privacy and Security

11.1. Consent to ElectronicCommunications. You understand that we may send you or your employees communications or data regarding the Service, including but not limited to notices about use of the Service (including any notices concerning violations of use), updates and promotional information and materials regarding the Service, all in electronic form via the email address or phone number specified when you or your employees registered for a user account. In the event that we send such communications, you and your employees will have the opportunity to opt-out of receiving future messages in accordance with the terms of the Blueboard Privacy Policy.

11.2. Compliance with DataProtection Laws.  Each Party shall comply with all data protection laws applicable to this Agreement, including but not limited to theCalifornia Consumer Privacy Act (CCPA) and the General Data ProtectionRegulation (GDPR).  Blueboard, as a service provider to Customer, will: (a) only collect, use, retain or disclose personal information (as defined under the applicable data protection laws) to provide the Service to Customer; (b) not collect, use, retain, disclose, sell or otherwise make any Customer information, including personal information, available for Blueboard’s own commercial purposes; (c) limit personal information collection, use, retention and disclosure to activities reasonably necessary and proportionate to achieve the contracted purpose; (d) will comply with any requests made by Customer regarding communications made to Customer resources and employees; (e) reasonably cooperate and assist Customer in meeting Customer’s obligations under data protection laws; and (f) notifyCustomer immediately if it receives any complaint, notice or communication that directly relates to either Party’s compliance under the applicable data protection laws.  For the avoidance of doubt, Customer shall be solely responsible for providing all notices and obtaining all consents necessary to comply with applicable data protection laws in connection with the transfer or disclosure of personal information to Blueboard.  

11.3. Data Processing.  All data collected, received or stored by or on behalf of Blueboard in connection with the Servic ewill be transferred to, processed and stored primarily in the United States, with the exception of information stored or accessed by subprocessors and Blueboard personnel as described below. Blueboard currently uses the third-party vendors attached hereto as Exhibit B, including without limitation AmazonWeb Services (“AWS”), to run theService and such vendors (or any successor vendors) may serve as ‘subprocessors’ of Blueboard as that term is defined in applicable law. Blueboard also engages personnel of various capacities worldwide, including in Argentina,Canada, Guatemala, Mexico, Philippines and United States of America. By executing this Agreement, you consent to the transfer of, processing and storage of any such data as set forth in this Agreement and the Blueboard Privacy Policy.

11.4. Security Measures. Blueboard: (a) has developed, implemented and will maintain a comprehensive information security program with information security industry standard safeguards to protect Customer information received or collected by Blueboard in connection with this Agreement; (b) will ensure that all processing of Customer information and the provision of the Service complies with all applicable laws; (c) will impose on its subcontractors the substantially similar obligations as imposed on Blueboard under this Agreement; and (d) upon mutual agreement, reasonably cooperate with any information security assessments required under applicable law to be performed by Customer in connection with this Agreement.

12.  Warranties; Disclaimer of Additional Warranties

12.1. Blueboard warrants that the Service provided by Blueboard will be: (a) carried out in a professional manner, (b) consistent with applicable law and the standard of skill and care exercised by experienced professionals in a similar industry, and (c) carried out in accordance with the requirements of the Agreement.

12.2. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE PROVIDE OUR SERVICE TOYOU "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". YOU AGREE THAT ANY USE OF AND RELIANCE UPON THE SERVICE(INCLUDING ANY AND ALL OF THE INFORMATION, CONTENT, AND/OR MATERIALS CONTAINED THEREIN, OR RESULTS OBTAINED THEREFROM) BY YOU IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO (AND SPECIFICALLY DISCLAIM ALL) OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS,IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, BLUEBOARD DOES NOT WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE. BLUEBOARD MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE PROVIDERS OF THE REWARDS. ACCORDINGLY, BLUEBOARD IS NOT LIABLE TO YOU OR YOUR EMPLOYEES FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROMS UCH THIRD PARTIES’ ACTIONS OR OMISSIONS OR YOUR EMPLOYEES’ INABILITY TO REDEEM ANY REWARDS. YOUR PURCHASE OF THE REWARDS THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.

13.   Indemnification

13.1. You agree to indemnify, defend and hold harmless Blueboard, its subsidiaries, affiliates, subcontractors and all of their respective officers, directors, employees, contractors and agents from and against any and all losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys’ fees and court costs) (“Losses”)resulting from any third-party claim, suit, action or proceeding (each, a “Claim”) arising out of or related to:(a) your and your employees’ use of the Service in violation of this Agreement;(b) the redemption of any Rewards, or (c) your violation of applicable laws, rules or regulations in connection with the Service. We will provide you with notice of any such Claim within a reasonable time, with our reasonable cooperation and will allow you sole authority to control the defense and settlement of such Claim.

13.2. Blueboard shall indemnify, defend and hold harmless Customer from and against any and all Losses actually incurred by Customer and resulting from any Claim that the Service, or any use of the Service in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights, provided that Customer promptly notifies Blueboard in writing of the Claim, reasonably cooperates with Blueboard and allows Blueboard sole authority to control the defense and settlement of such Claim.

14.  Limitation of Liability

14.1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL (A) EITHER PARTY, OR ITS OFFICERS,DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE TO THE OTHER PARTY (ORANY PARTY CLAIMING THROUGH SUCH PARTY) FOR ANY LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IFSUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) BLUEBOARD BE LIABLE FOR THE ACTS, ERRORS, OMISSIONS,REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY PROVIDER OR THIRD PARTIES FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.  THE FOREGOING LIMITATIONS ON LIABILITY IN THIS SECTION 14.1 SHALL NOT APPLY IN THE EVENT OF (I) A PARTY’S BREACH OF CONFIDENTIALITY OR A VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHT(S); (II) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (III) PENALTIES OR FINES INCURRED BY APARTY’S VIOLATION OF APPLICABLE LAW, RULE, OR REGULATION; OR (IV) AMOUNTS PAYABLE PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS AS DESCRIBED HEREIN.

14.2. Neither Party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement (except for payment obligations) or interruption of service resulting directly or indirectly by reason of fire, flood, earthquake, pandemic, explosion or other casualty, strikes or labor disputes, disruptions of telecommunication systems, inability to obtain supplies or power, war or other violence, any law, order, forced shutdown, embargoes, special regulations of government authorities, terrorist threats, proclamation, regulation, ordinance, demand or requirement of any government agency, or any other act or condition whatsoever that is beyond its reasonable control, fault or negligence.  

14.3. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY FOR LOSSES OR DAMAGES THAT ARE SUFFERED IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR OWEDBY CUSTOMER TO BLUEBOARD IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS ON LIABILITY IN THIS SECTION 14.3 SHALL NOT APPLY IN THE EVENT OF (A) A PARTY’S BREACH OF CONFIDENTIALITY OR A VIOLATION OFA PARTY’S INTELLECTUAL PROPERTY RIGHT(S); (B) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (C) PENALTIES OR FINES INCURRED BY A PARTY’S VIOLATION OF APPLICABLE LAW, RULE, OR REGULATION; OR (D) AMOUNTS PAYABLE PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS AS DESCRIBED HEREIN.

15.  Miscellaneous

15.1. Entire Agreement.  This Agreement, along with all Exhibits and executed SOWs together constitute the entire agreement of the Parties regarding the Service. It supersedes any and all proposals, oral or written, negotiations, conversations, discussions, or agreements between theParties relating to your use of the Service unless otherwise agreed to by theParties in writing. No supplement, modification or amendment of the Agreement will be binding unless in a writing which states that it is an amendment of theAgreement, and which is signed by an authorized representative of each Party who is authorized to amend the Agreement.

15.2. Assignment.  Neither Party may assign this Agreement in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party and any attempt to do so will be null and void. Notwithstanding the foregoing, either Party may assign thisAgreement in its entirety with notice to the other Party, but without the prior written consent of the other Party, in the event of a change of control event involving all or substantially all of the assigning Party’s assets. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

15.3. No Waiver.  EitherParty’s failure to enforce any of the provisions of this Agreement or to exercise any rights or remedies under thisAgreement will not be construed as a waiver or relinquishment to any extent of suchParty’s right to assert or rely upon any such provision, right or remedy in that or any other instance.

15.4. Independent Contractors.  This Agreement does not create a joint venture, agency, or partnership between the Parties; instead, the relationship between the Parties is that of independent contractors. Our engagement with you under this Agreement is non-exclusive, and Blueboard reserves the right to offer the Service to any other parties.

15.5. No Third-Party Beneficiaries.  This Agreement is solely for the benefit of the Parties and there shall be no third-party beneficiaries except as otherwise expressly provided under this Agreement.  Further, Rewards are solely for the benefit of the recipient and there shall be no third-party beneficiaries under thisAgreement with respect to any Reward.

15.6. Severability.  If any provision of this Agreement is held to be invalid, illegal or unenforceable, the Parties agree that such provision shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the Parties, and that the remaining provisions shall remain in full force and effect.

15.7. Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State ofCalifornia, without regard to its principles regarding conflicts of law. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Santa Clara,California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

15.8. Survival of Terms.  Sections 2, 6, 7, 8.3, and 9 through 15 shall survive termination of this Agreement. After the expiration or termination of this Agreement, any and all additional terms not listed in the foregoing sentence that by their nature may survive termination of this Agreement shall be deemed to survive such termination.

15.9. Notices.  All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a“Notice”) must be in writing and addressed to Blueboard at the address below, to Customer at the address provided when registering your account or to such other address that may be designated by the Party giving Notice from time to time in accordance with thisSection. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (a) upon receipt by the receivingParty; and (b) if the Party giving the Notice has complied with the requirements of this Section. 

Notices to Blueboard:

Blueboard, Inc.

701 Minna St. #12

San Francisco, California94103

Attention:  COO

Email:  support@blueboard.com

 

EXHIBIT A

Support and Service Levels (SLA)

Technical

Overview:

○     Blueboard has a dedicated technical engineering team to build & maintain product features and to support any technical issues with the Site

○     Technical Support Engineers are available through yourSupport Manager to assist with any issues

Uptime: 99.95% uptime

 

Concierge

Overview:

○     Blueboard has dedicated Concierge and Concierge SupportSpecialist Teams committed to bringing each and every Reward recipient’s#Blueboarding moment to life through personalized service and support

○     Blueboard leverages our internal platform and SalesforceService Cloud to provide the best service and support to Reward recipients

○     All Reward recipients have direct support access to ourConcierge team via phone, email, and live chat on our website

○     Our Live Chat Support is actively available Monday throughFriday 8:00AM - 5:00PM PST (excluding standard US holidays), and our ConciergeTeam is actively available Monday through Friday 7:00AM - 8:00PM PST (excluding standard US holidays)

○     Issue Discovery Workflow

■     Blueboard to respond to recipient request and complete discovery to ensure team has all the information needed to support or troubleshoot

■     Blueboard to assess recipient request and categorize tier of de-escalation as Tier 1, 2, or 3 and carry out wraparound process accordingly

List of concierge deescalation

Client Support: Administrator and Manager Support:

 Overview:

○     Blueboard has a dedicated Customer Success and Support Team committed to addressing our Customers’ needs.

○     Blueboard leverages Salesforce Service Cloud to manage Customer support requests and SLAs

○     Support requests should be submitted to support@blueboard.com

○     Blueboard Customer Success team is actively available Monday through Friday 8am PST - 6pm PST (excluding standardUS holidays)

Issue Discovery Workflow

■      Blueboard to respond to ticket submitter and complete discovery to ensure team has all the information needed to support or troubleshoot

■      Blueboard to assess the request and categorize as level 1,2, or 3 and escalate accordingly

List of concierge ticket level

*** 

EXHIBIT B

Subprocessors

Data Importer (“Blueboard”) uses certain Subprocessors to assist in providing limited services on its behalf. Any such Subprocessors will be permitted to obtain client personal data only to deliver the services Blueboard has retained them to provide, and they are prohibited from using personal data for any other purposes.

A Subprocessor is a third-party data processor engaged by Blueboard who has or potentially will have access to or process personal data.

Blueboard undertakes to use a commercially reasonable selection process by which it evaluates the security, privacy and confidentiality practices of Subprocessors that will or may have access to or process personal data.Blueboard requires its Subprocessors to satisfy equivalent obligations as those required from Blueboard (as a data processor) as set forth in Blueboard’s Privacy Policy, available at www.blueboard.com/privacy.

The following list set forth below is a current list (as of the date of this Subprocessors document) of the names, purposes and durations of subprocessing and locations of Blueboard’s Subprocessors. Such Subprocessors shall be approved and consented to by Data Exporter (“Client”).

Blueboard may remove or appoint suitable and reliable other Subprocessors as follows:

●     Blueboard will inform Client by electronic means at least 30 days in advance of granting access to personal data to Subprocessor (except forEmergency Replacements as defined below) of any changes to the list of Subprocessors.

●     If Client has a legitimate, material reason to object to Blueboard’s use of a Subprocessor, Client shall notify Blueboard thereof in writing within fifteen (15) days after receipt of Blueboard’s notice. Client’s objection must be in writing and sent via electronic message to compliance@blueboard.com.

●     If Client does not object during such time period, the new Subprocessor(s) shall be agreed and consented to by Client, also according toClauses 9 and 12 of the Standard Contractual Clauses.

●     If Client objects to the use of the Subprocessor concerned, Blueboard shall have the right to cure the objection through one of the following options: (i) Blueboard will abort its plans to use the Subprocessor with regard to Client’s personal data; or (ii) Blueboard will take the corrective steps requested by Client in its objection (which remove Client’s objection) and proceed to use the Subprocessor with regard to Client’s personal data; or (iii)Blueboard may cease to provide or Client may agree not to use (temporarily or permanently) the particular aspect of the service that would involve use of the Subprocessor with regard to Client’s personal data.

●     “Emergency Replacement” refers to a sudden replacement of a Subprocessor where such change is outside of Blueboard’s reasonable control (such as if the Subprocessor ceases business, abruptly discontinues service to Blueboard, or breaches its contractual duties owed to Blueboard). In such case, Blueboard will inform Client of the replacing of Subprocessor as soon as practical and the process to formally appoint such Subprocessor defined above shall be triggered.

List of Blueboard subprocessors.

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