Client Terms & Conditions

Last updated: May 7, 2020

Terms of Service Agreement For Clients

Blueboard, Inc., ("Blueboard," "we," "our," "us") enables you 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 Terms of Service (the "Agreement"). Blueboard's service is referred to herein as the "Service".

1. Acceptance of terms

1.1 THIS AGREEMENT CONSTITUTES A BINDING LEGAL CONTRACT THAT GOVERNS YOUR USE OF AND ACCESS OF THE SERVICE ONCE YOU BECOME BLUEBOARD'S CLIENT.

1.2 Access and use of the Service is subject to the Blueboard Privacy Policy available at https://www.blueboard.com/privacy and such policy is incorporated herein by this reference.

1.3 We reserve the right to update this Agreement at any time, in our sole discretion, and will notify you of such updates either via email or by posting such changes on our Site located at https://www.blueboard.com/client-terms. It is your responsibility to check that web page frequently to make sure you are familiar with any changes to this Agreement. Such modifications shall become effective immediately upon the posting thereof. If you do not agree to the revised terms and conditions, your sole recourse is to cancel your account and cease all use of the Service. Your continued access and use of the Service following notification of an updated version of this Agreement shall constitute your acceptance of the revised Agreement.

2. Blueboard service

2.1 Our Service consists of access to our Site and the platform contained therein in which we make available certain Rewards that you may offer to your employees.  The Rewards are actually provided by a wide range of participating providers ("Providers").Additionally, event planning, coordination, and execution may be included as part of the Service. Event planning, coordination, and execution are custom offerings, the terms of which shall be mutually agreed by you and Blueboard and set forth in a separate agreement.  Subject to and conditioned on your compliance with the terms of this Agreement, you shall have anon-exclusive, non-transferable, limited right, during the Term (as defined inSection 7.1 below) to work with Blueboard to choose certain Rewards and to offer those Rewards to your employees through the Service. Subject to your payment of the applicable fees as separately negotiated and invoiced (the “Service Fees”), you may permit your employees to use the Service to be informed of theRewards 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 employees. Except for the express licenses granted in this Section 2, no other rights are granted by Blueboard hereunder, by implication, estoppel or otherwise, and all rights not expressly granted herein are reserved.

2.2 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 the Service, 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).

3. Use of the service

3.1 Acceptable Use. You agree that you will not(and will not permit or encourage any of your employees or 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;

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

(e) Reproduce, duplicate, copy, sell, resell, rent, lease, or exploit any portion of the Service, use of the Service, or access to theService without our prior written consent;

(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 Site, Service, and/or our computer systems;

(h) Interfere with other employees use or enjoyment of theService;

(i) Attempt to gain unauthorized access to the Service or to another employee’s account or any related systems or networks;

(j) Copy the user interface design, workflow, or any features of the Site and/or Service or use any of the foregoing for any purpose other than the Service as defined herein;

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

(l) Take screenshots or videos of the Site and/or 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 copyrights or other intellectual property rights of any third parties;

(o) Modify, adapt or hack the Site and/or Service or modify another website so as to falsely imply that it is associated in any way with us, the Site and/or Service;

(p) Abuse or threaten (including threats of abuse or retribution) in any way any of our employees, officers, or other 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 and/or Service without our prior written consent.

3.2 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.

4. 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 the features, functionality, content or other aspects of the Service, at any time, with or without notice, in our sole discretion. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. Blueboard does not guarantee the availability of the Service and/or other benefits contained therein, and they are all subject to change at any time without notice.

5. Your account(s)

5.1 Account Registration. To obtain access to the Service, you are required to obtain a login to the Site from Blueboard. When registering as a user you must meet the conditions set forth in Section 1 above, including: (a) providing true, accurate, current and complete information about yourself as requested by the registration form for the Service, and (b) maintaining and promptly updating throughout the Term such information to keep it true, accurate, current and complete. Your user account login is personal to you and may not be shared or used by anyone else.

5.2 Account Security. Only you may use your user account login. You are entirely responsible for maintaining the confidentiality of your user account password and you agree not to disclose such password to any other user or third party or let any third party use the Service on your behalf. You must contact us immediately if you suspect misuse of your user account or any security breach in the Service.Please be aware that you are responsible for any and all activity occurring through your user account, whether or not you actually authorized that activity.

6. Taxes

The Internal 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 determining whether you need to include the value of the Rewards as additional income paid to your employees when you prepare your tax returns.

7. Cancellation and termination

7.1 Term. This Agreement is effective and you will continue to have access to theService until the earlier to occur of the following:  (i) you terminate your commercial relationship with Blueboard or (ii) we terminate your account ("Term").

7.2 Termination. You are solely responsible for notifying Blueboard that you do not wish to continue using the Service and for properly canceling your account.You may cancel your account based upon agreed upon terms in Statement of Work by sending us an email at support@blueboard.com. All cancellations will be processed within forty-eight (48) hours of receipt of the request for cancellation. We may terminate this Agreement and your rights to access and use the Service for any or no reason, without liability, at our sole discretion at any time, including if we suspect that you have violated this Agreement. We will attempt to notify you of any such termination but are under no obligation to do so. 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 providers; or (c) your failure to timely pay the Service Fees or to comply with your agreements with Blueboard.

7.3 Effect of Termination. Upon termination of this Agreement or cancellation of your account, all rights granted to you hereunder will immediately terminate, you will lose access to and will cease all use of the Service, and Blueboard shall have no obligation to refund any Service Fees or other fees paid in advance

8. Third-party linked service and content

The Site and 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 third party websites, directories, servers, networks, systems, information and databases, software, applications, programs, products and/or services, and the Internet as a whole.When you engage a third party’s website or service which is linked to the Site and/or Service, you are 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, Service 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 on our Site.

9. Terms of offering rewards

9.1 You will arrange with Blueboard to purchase certain Rewards and to have Blueboard offer those Rewards to your employees.  You will either pay Blueboard in advance for those Rewards and the services provided by the Service or Blueboard will invoice you for them as Blueboard determines appropriate in its sole discretion.  The Rewards are actually provided by third party Providers.  You acknowledge and agree that the Providers are the issuers of the Reward and are fully and solely responsible for all goods and services they provide to you and assumes all liability for any and all injuries, illnesses, death, damages, claims, liabilities, losses and costs (“Liabilities”) they may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of a Reward or not. You waive and release Blueboard and its subsidiaries, affiliates, partners, officers, directors, employees and agents from any 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 any Reward. Descriptions of the products or services advertised on the Site are provided by the Provider and adapted byBlueboard. Blueboard is not responsible and shall not have any liability for any performance, availability or quality claims associated with Rewards.

9.2 By purchasing any Reward, you agree to the terms of this Agreement. Blueboard may refuse to process, or may cancel, a Reward, as reasonably deemed necessary to comply with applicable law or to respond to cases of misrepresentation, fraud or known or potential violations of the law or theseTerms of Use.

9.3 If a Reward becomes unavailable between ordering and processing, Blueboard will either cancel or not process the order and will notify your employee by email.

9.4 Blueboard reserves the right, at its sole discretion, to not process or to cancel any orders placed for a Reward whose price was incorrectly posted on the Site as a result of an error. If this occurs, Blueboard will notify your employee by email.

9.5 Blueboard is a service provider for the Providers identified on the Rewards and the Providers are the sole issuers of the Rewards.

9.6 If a provider or venue refuses to honor any Reward, Blueboard will credit your employee’s account with the initial level for future purchases ofRewards on the Site. If you or your employees need to request a refund or have questions, please email us at support@blueboard.com. Rewards are not redeemable for cash, unless required by law. Unauthorized or unlawful reproduction, resale, modification or trade of rewards is prohibited. All descriptions, content, products, and prices of Rewards and services on the Site may change at any time in Blueboard’s discretion, without notice.

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 and our Site, including all intellectual property rights therein. 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 contractors the right to use, modify, adapt, reproduce, distribute, display and disclose any information or data you transmit to the Service solely to the extent necessary to provide you with the Service or as otherwise permitted by this Agreement and the Blueboard Privacy Policy.

10.2 Trademarks. The Site and/or Service contain valuable trademarks owned and used by us to distinguish the Site and Service from those of others. The Site and/or 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 on the Site and/or 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

By registering for the Service, you understand that we may send you or your employees communications or data regarding the Service, including but not limited to notices about your 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 you specified when you registered. In the event that we send such communications, you will have the opportunity to opt-out of receiving future messages in accordance with the terms of the Blueboard Privacy Policy.

12. Disclaimer of warranties

WE PROVIDE OUR SERVICE TO YOU "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 ATYOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO (AND SPECIFICALLY DISCLAIM ALL) 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 OR SITE 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 LISTED ON THE SITE. ACCORDINGLY, BLUEBOARD IS NOT LIABLE TO YOU OR YOUR EMPLOYEES FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS OR YOUR EMPLOYEES’ INABILITY TO REDEEM ANY REWARDS. YOUR PURCHASE OF THE REWARDS THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.

13. Indemnification

You agree to indemnify, defend, and hold harmless Blueboard, its subsidiaries, affiliates, subcontractors and Providers, and all of their respective officers, directors, employees, agents, licensors, suppliers and any third-party information providers against all claims (including all associated costs, expenses and reasonable attorneys’ fees) from and against any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys’ fees and court costs) arising out of or related to: (a) your breach of these Terms, (b) your employees’ use of the Service or 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, and we reserve the right to assume exclusive defense and control of any matter, subject to indemnification by you, and you agree to fully cooperate with us in connection with our defense of such claim.

14. Limitation of Liability; Force Majeure

14.1  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL BLUEBOARD, OR ITS OFFICERS, EMPLOYEES, OR THIRD PARTY PROVIDERS BE LIABLE TO YOU (OR ANY PARTY CLAIMING THROUGH YOU) FOR ANY LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSSOF 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 IF BLUEBOARD OR ITS OFFICERS, EMPLOYEES, OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) BLUEBOARD AND ITS OFFICERS AND EMPLOYEES SHALL NOT 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.

14.2. Blueboard shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement 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.  ACCORDINGLY, BLUEBOARD SHALL HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND ITS DIRECT CONTROL, AND SHALL HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, OR ACTS OF ANY GOVERNMENT OR AUTHORITY.

14.3 TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, BLUEBOARD, AND ITS OFFICERS, EMPLOYEES, AND PROVIDERS’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE, SITE OR THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOUTO BLUEBOARD IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

15. Miscellaneous

15.1. Entire Agreement. This Agreement, and the terms of any other agreement you have entered into with Blueboard, including without limitation the terms of any invoice sent to you by Blueboard, together constitutes the entire agreement of the Parties regarding the Service. It supersedes any and all proposals, oral or written, negotiations, conversations, discussions, or agreements between the Parties relating to your use of the Service (including, without limitation, any prior versions of this Agreement). In the event of any conflict between the terms of this Agreement and the terms of any other agreement you have entered into with Blueboard or Blueboard’s invoices, the terms of that other agreement or Blueboard’s invoice shall prevail.

15.2. Assignment. You may not assign this Agreement in whole orin part, by operation of law or otherwise, and any attempt to do so will be null and void. We may assign this Agreement, in whole or in part, at any time without notice. This Agreement shall be binding upon and shall inure to the benefit of your and Blueboard’s successors and assigns.

15.3. No Waiver. Our failure to enforce any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of our 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.

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 of California, 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 parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

15.8 Agreement Binding on Successors. 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.

15.9 Survival of Terms. Sections 3, and 5 through 16 shall survive termination of this Agreement. After your subscription to the Service has terminated, 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.

16. Security measures

Blueboard has implemented web-standard SSL security measures to reasonably protect your account information.

17. Contact us

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

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