Terms of Service

I. Introduction

1. Please read these Terms of Service (“Terms”) carefully. These Terms are a binding legal agreement between you and Rybbon, LLC (“Rybbon”) and govern your right to use Rybbon’s systems and technology, APIs, websites, applications, tools, and services (collectively, the “Services” or “Platform”).  The Parties understand and agree that Rybbon is not providing professional services under these Terms, but rather Rybbon is providing access to its software-as-a-service platform.  By using Rybbon’s Services and/or signing up for a Rybbon account, you agree to be bound by and comply with these Terms, which may be amended or supplemented by Rybbon from time to time. Current terms and conditions may be found at https://www.rybbon.net/terms/ or any location designated by Rybbon in the future. If you are utilizing Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind the entity, organization, or company to these Terms.  As used herein, “API” means a set of routines, protocols, programming instructions and/or standards developed and intended to be used as an interface between applications in order to facilitate communication, interaction and access to data, features, and functions.

2. The entity you are contracting with is: Rybbon, LLC, a Delaware limited liability company and a Blackhawk Network, Inc. affiliate with its principal place of business located at 6220 Stoneridge Mall Road, Pleasanton, CA 94588.  The organization on whose behalf the Terms are accepted and Services are provided shall be referred to herein as “you” or “Client”.  Rybbon and Client are herein referred to herein as a “Party” and together as “Parties”.

II. Description and Term

1. Rybbon offers digital reward services and reward point management tools that allows you to send prepaid card products including, as applicable, cards bearing a network logo that can be used anywhere that accepts that network brand (“Open Loop Prepaid Cards”) and branded prepaid cards which can be used to purchases services and merchandise from the relevant retailer (“Single Merchant Gift Cards” and, together with Open Loop Prepaid Cards, Paypal, and charitable donation options collectively, “Rewards”) to your customers, employees and business contacts (“Recipients”).  Rewards may be in a physical or digital format.  The specific Rewards offered, and associated pricing shall be presented via Rybbon’s Platform.
2. These Terms will be effective as of the date of acceptance or such date noted in any separate agreement executed by the Parties (“Effective Date”) and shall apply for so long as you utilize the Services, or for such term specified in a separate agreement between the Parties (the “Term”). These Terms may be terminated by either Party: (a) immediately in the event the other party ceases to function as a going concern, files a voluntary petition for relief under the bankruptcy code or makes an assignment for the benefit of creditors; or (b) upon written notice to the other Party, if the non-terminating Party has breached any provision of these Terms, and failed to cure such breach (for non-payment obligation breaches only) within thirty (30) days of its receipt of written notice from the terminating party of such breach. In addition, Rybbon may terminate these Terms: (c) if required by the Network, Issuer, (both terms are defined below) or any vendor required for the processing and fulfillment of any Rewards; (d) in the event any representation, warranty, or statement furnished by Client in connection with or arising out of these Terms is materially untrue as of the date made or delivered; (e) upon any change in any applicable statute, rule, regulation, ordinance, or other law or any order or directive or interpretation of any applicable governmental authority or regulatory body which, in the reasonable opinion of Rybbon either invalidates or is otherwise inconsistent with these Terms, would cause one or both of the Parties to be in violation of the law, would materially impact Rybbon’s ability to satisfy its obligations under these Terms; and/or would have a material adverse effect on the Rybbon’s business, financial condition and/or operations; (f) if there is excessive fraud associated with the Rewards, as determined by Rybbon in its sole discretion; (g) in the event any Client Content (as defined below) or other information provided by Client infringes or is alleged to infringe on the rights of any person; and/or (h) in the event Rybbon believes Client’s conduct may be harmful to Rybbon’s business. No termination or expiration of these Terms shall affect any right or obligation that accrues prior to such termination or expiration.  In the event of termination, Rybbon will provide a pro-rated refund of any pre-paid subscription fees within a reasonable period of time following the effective date of termination.  Notwithstanding the foregoing, if Client terminations the Terms or Services for convenience, Rybbon will not provide any refund of pre-paid subscription fees.

III. Data Processing & Confidentiality

1. Rybbon, as well as its vendors, suppliers, and providers, may obtain, use, disclose and otherwise process Personal Data (as that term is defined in the DPA) in the performance of the Services, as set forth in the Data Processing Addendum located at https://blackhawknetwork.com/b2b-data-protection-addendum (the “DPA”), which is incorporated herein by this reference. As further described in the DPA: (a) the address for assistance needed with Data Subject Requests is DL-GlobalPrivacyOffice@bhnetwork.com ; and (b) notifications to Rybbon regarding a Personal Data Breach shall be sent via e-mail to: DL-OCC@bhnetwork.com. The DPA also includes Exhibit 1 and Exhibit 2 to these Terms.
2. For purposes of this Section, “Confidential Information“ means the provisions in these Terms and all information or material which (a) gives a receiving party or a third party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the party who owns the Confidential Information; or (b) which is either (i) marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (ii) known by the parties to be considered confidential and proprietary, whether or not marked as such, or (iii) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary, whether or not marked as such. Notwithstanding the foregoing, Confidential Information shall not include information which: (c) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party; (d) was previously known to the receiving party or rightly received by the receiving party from a third party; or (e) is independently developed by the receiving party without reference to information received from the other party.
3. Unless otherwise provided under this Section, each Party agrees to hold the other Party’s Confidential Information in strict confidence in perpetuity. The Parties agree not to make each other’s Confidential Information available in any form to any person (other than to a Party’s employees, accountants, auditors, attorneys, subcontractors, or vendors that are obligated to hold the Confidential Information in strict confidence) or to use each other’s Confidential Information for any purpose other than in furtherance of, or as specified or allowed in, these Terms. Each Party agrees to take all reasonable steps to ensure that Confidential Information of either Party is not disclosed or distributed by its employees, accountants, auditors, attorneys, agents, or contractors in violation of the provisions of these Terms. This Confidential Information Section supplements and does not supersede any existing non-disclosure or confidentiality agreements between the Parties.
4. In the event any Confidential Information is required to be disclosed by a receiving party under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, or by a demand or information request from an executive or administrative agency or other governmental authority, the receiving party requested or required to disclose such Confidential Information shall, unless prohibited by the terms of a subpoena, order, or demand, promptly notify the disclosing party of the existence, terms and circumstances surrounding such demand or request and consult with the disclosing party (as requested by disclosing party) on the advisability of taking legally available steps to resist or narrow such demand or request. To the extent the receiving party is prohibited from notifying the disclosing party of a subpoena, order, or demand, by the terms of same, the receiving party shall exercise its reasonable efforts to narrow the scope of disclosure.
5. Client’s Confidential Information shall remain the sole and exclusive property of Client, and Rybbon’s Confidential Information shall remain the sole and exclusive property of Rybbon.
   • Client Confidential Information will expressly include, and Client shall retain title to and all ownership rights in, any and all text, multimedia or images, data and the like provided by Client to Rybbon for use in providing Services, including the names and other distinctive marks or logos that identify Client, including without limitation, graphic logs and logotypes (collectively, “Client Content”).  During the Term, Client grants Rybbon, a non-exclusive, royalty-free, sublicensable, worldwide revocable license to use, host, display, reproduce, transmit or otherwise use Client’s name, Client Content, and those certain trademarks, trade names, service marks, or logos provided by Client to Rybbon solely as necessary for the provision of Services by Rybbon or its subcontractors under these Terms. Rybbon shall comply (and shall direct any subcontractors to comply) with guidelines provided by Client to Rybbon regarding brand usage.
   • All data collected about Recipients by Rybbon while providing Services pursuant to these Terms (“Recipient Data”) shall be the sole property of Client and will be considered Client Confidential Information. During the term of these Terms, Client grants Rybbon a non-exclusive license to utilize the Recipient Data: (i) as necessary for Rybbon to perform Services; and (ii) solely with respect to non-Recipient identifying information, in the creation of aggregate statistics, provided that such statistics are not: Recipient specific and/or Client specific, and do not identify Client as the source of such statistics.
   • Rybbon acknowledges that it is responsible for the security of Recipient Data that it possesses or otherwise stores, processes, or transmits on behalf of Client.
6. Each Party acknowledges that its breach of the provisions in this Confidential Information section will cause irreparable damage and agrees that the other Party shall be entitled to seek injunctive relief under these Terms, as well as such further relief as may be granted by a court of competent jurisdiction.

IV. Rewards

1. The price of Rewards and any reward-specific fees shall be provided via the Platform and are subject to change.  If a Reward listed has an incorrect price due to a typographical or human error, Rybbon has the right to refuse or cancel orders placed for the product with the incorrect price.
2. Physical Rewards shall be shipped via the United States Postal Service (USPS) on behalf of Client, except to the extent otherwise specifically agreed between the parties.  Digital Rewards shall be distributed digitally or electronically.  Client acknowledges and understands that the use of USPS, electronic mail or short message service (“SMS”), involves risks and the potential for misdirected mail, e-mail, SMS, or delays in delivery of the mail, e-mail or SMS, and Client agrees that Rybbon shall under no circumstance bear any losses or liability resulting from or attributable to undeliverable, misdirected, or delayed mail, e-mails or SMS, except to the extent attributable to the negligence or intentional misconduct of Rybbon.  Fees are inclusive of associated postage via regular mail, though all such fees will automatically be adjusted without any action by the parties following any increase in the relevant postal rates. Rybbon is not responsible for the loss of any value associated with a Reward once it has been claimed. To reduce the likelihood of any potential loss, Rybbon encourages Recipients to redeem Rewards on a timely basis.
3. Subject to applicable law, Client agrees to comply with all reasonable requests made by Rybbon to investigate, prevent, and recover sums due relating to any actual or suspected loss, fraud, or other improper use of any Rewards ordered by Client or on Client’s behalf. Rybbon reserves the right to suspend or cancel any Rewards (or limit features offered on Rewards prospectively), if it believes such Rewards are being used for illegal or improper purposes.  Rybbon is not responsible for the loss of any value associated with a Reward once it has been claimed. To reduce the likelihood of any potential loss, Rybbon encourages Recipients to redeem Rewards on a timely basis.
4. Rybbon reserves the right to require additional information to verify a Client’s account information, payment methods and use of Rewards. Rybbon reserves the right to reject any Client accounts, orders, and payments.
5. Terms Applicable to Single Merchant Gift Cards.
   • All third-party providers of Single Merchant Gift Cards (each a “Merchant”) are subject to change without notice.
   • The availability of Single Merchant Gift Cards to Client may be subject to approval from the Merchant providing the Single Merchant Gift Card.
   • Client acknowledges that the Single Merchant Gift Cards sent through the Service are provided by Merchants who provide issuing, fulfillment, customer service and transaction-related services and Rybbon is not liable for any claims related to those services.  Rybbon does not serve as the issuer of the Single Merchant Gift Cards or provide any ongoing transaction related services after the Reward has been claimed.
   • By ordering a Single Merchant Gift Card, Client accepts Merchant terms and conditions (if required for a particular merchant) or terms of use associated with the use of any Single Merchant Gift Card. If Client chooses to offer Single Merchant Gift Cards from certain Merchants that require a separate agreement, Client will sign such additional agreement in order to have access to such Single Merchant Gift Cards.  In the event of a conflict between Rybbon Terms and any Merchant’s terms governing a Reward, the Merchant terms will prevail solely with respect to the purchase, issuance, redemption, and other use or exploitation of the Single Merchant Gift Card. Client is solely responsible for reviewing all applicable Merchant terms prior to purchasing the Single Merchant Gift Card from the Merchant.
6.  Terms Applicable to Open Loop Prepaid Cards.
   • Network and Issuer Rights: Client recognizes and acknowledges that the design of any Open Loop Prepaid Card and use of the Open Loop Prepaid Card are subject to the approval of Visa®, MasterCard®, or Discover®, as applicable (“Network”), and the issuing bank with whom the accounts associated with the Open Loop Prepaid Cards are held (“Issuer“). Client acknowledges that such approval may be withdrawn by the Network or Issuer at any time. In addition, should Rybbon determine in its sole discretion that any such design, program, or use is likely to result in a withdrawal of approval by the Network or Issuer, or is likely to result in economic or reputational damage to the Network, the Issuer, or Rybbon based upon the actual or intended use of Open Loop Prepaid Cards or circumstances in which Rewards are distributed, then Rybbon may cease or suspend issuance of Rewards. Rybbon reserves the right to determine the appropriate network for all Open Loop Prepaid Cards or programs in accordance with applicable law and Network and Issuer requirements. The Issuer may impose a limit on the total active balance any Recipient may control. Rybbon reserves the right to monitor such balances and may, but shall not be required to, block access to funds if the combined balance of all Open Loop Prepaid Cards controlled by a single Recipient exceeds the limit set by the Issuer.
   • Transaction Data: Transactional information obtained by any third-party Issuer utilized by Rybbon in the fulfillment of prepaid cards will be the sole property of such third party and is not Recipient Data.
   • Cardholder Agreement: Except as otherwise specified herein, Client understands and agrees that the terms of a cardholder’s use of an Open Loop Prepaid Cards issued under these Terms (“Cardholder Agreement”) will be governed by terms and conditions established by the Issuer.
   • Card Package: If Client selects a plastic Card as the Reward type, each Card will be issued with a Card carrier, an envelope, and any other inserts applicable to the Card product (such as a “tips” page) or selected by the Client (collectively “Materials”).  Client may utilize standard Materials, standard Materials featuring Client’s co-brand image, or custom Materials.  Fees apply for co-branded or custom Materials.  For non-custom Materials, whether or not co-branded, Rybbon reserves the right to change the Materials without notice.  Any co-branding by Client shall not be changed without Client’s approval. In the event custom Materials produced for Client are not utilized (i.e., no Cards fulfilled) after an eighteen (18) month period from the time the Materials are ordered Rybbon may destroy any such Materials. Replacement Cards requested after destruction of custom Materials may be fulfilled with standard Card packets.
   • Changes: Client understands, acknowledges, and agrees that Rybbon may need to make changes to the Open Loop Prepaid Cards or Services from time-to-time as required by the Issuer or Network. Client further understands, acknowledges, and agrees that there may be additional charges associated with such changes. In the event Rybbon is required to make material changes, Rybbon shall communicate such changes to Client as soon as reasonably possible.
   • Information Requests: Rybbon, the Issuer, and the Network may require Client to provide certain information to identify: the (i) intended use of Open Loop Prepaid Cards issued under these Terms and (ii) Client’s identity. Such information may be used to comply with applicable anti-money laundering laws, and to confirm that the cardholder agreement will comply with applicable laws, rules, and regulations. Client represents and warrants that any such information provided to Rybbon is true and accurate and shall remain true and accurate prior to the placement of any order for Rewards. Based upon the information so provided (or Client’s failure to provide such information), Rybbon, the Issuer, and the Network reserve the right to withdraw approval for Client’s program.
   • Compliance: With respect to Open Loop Prepaid Cards issued under this Agreement, as between Rybbon and Client, Rybbon is solely responsible for compliance with all applicable statutes, rules, laws, and regulations governing: (i) the assessment of fees associated with such Cards; and (ii) any unclaimed property laws applicable to balances remaining on such Cards. Client further acknowledges that compliance efforts under this subsection may be made directly by Rybbon or may be fulfilled by the Issuer.
7. Restrictions on Reward Use.
   • Client shall only use Rybbon to send Rewards to Recipients in association with Client’s loyalty, award, or promotion program.  Client shall not utilize Rybbon to send personal gifts or resell Rewards to consumers.
   • No single Recipient shall be sent Rewards valued at more than $10,000 in a single banking day.  The Merchant or Issuer is required to comply with all federal, state, and local laws, rules, and regulations relating to the issuance and fulfillment of Rewards including but not limited to an anti-money laundering (AML) compliance program.
   • Client shall not further resell any Rewards acquired from Rybbon unless approved and authorized by Rybbon in writing.
   • Use of the Service is subject to all applicable federal, state, and local laws and ordinances.
   • Rybbon may suspend and/or terminate Services and Client’s right and license to use the Platform for cause immediately upon written notice (email notice is sufficient) to Client if (i) Rybbon determines Client’s use of the Platform poses a security or service risk to Rybbon; (ii) Rybbon reasonably believes Client is in breach of its contractual obligations to Rybbon or its Affiliate(s); (iii) Rybbon determines there is evidence of fraud with respect to Client orders; (iv) Rybbon reasonably believes the Services are being utilized in an unauthorized or illegal manner; or (v) a Reward Issuer withdraws its authorization of Client’s program.
   • For individual fulfillment of physical Open Loop Cards, the personalized Card demographic data must include Participant’s home address regardless of the shipment method.  Client shall transmit Participant home address and updates thereto as necessary to BES regardless of the shipment method specific to personalized Cards.  Should addresses other than the Participant’s home address be provided, Client accepts and acknowledges that the Card may be suspended and/or cancelled and the Card may not function at the point of sale.  Rybbon reserves the right to deny participation or cancel any issued Reward for any Recipient or proposed Recipient should the name of the Recipient appear on the Office of Foreign Assets Control (“OFAC“), Office of the Superintendent of Financial Institutions (“OSFI”) or Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) lists, or other local, state, federal, or foreign lists of individuals being pursued by law enforcement agencies, or other such legal or risk related reasons as solely determined by Rybbon.
   • Client shall not provide any e-mail address or mobile phone number to Rybbon for delivery of Rewards by Rybbon without obtaining the consent of the intended recipient of such e-mail or SMS, and Client shall not submit an e-mail address or SMS for any individual that has opted-out of receiving e-mails or SMS from Client.  Client shall be responsible for complying with any applicable laws regarding sending of commercial e-mails or SMS and, in requesting delivery of Rewards via e-mail or SMS, shall be considered the sender of such e-mails or SMS.

V. Integration Partners

1. Rybbon partners with various third parties (“Integration Partners”) to make the Rybbon Platform available via such Integration Partners’ platforms (“Integration Partner Platform(s)”).  The Rybbon Platform may be accessed by Client directly, or via such Integration Party Platforms.  If you access the Rybbon Platform through an Integration Partner Platform, you acknowledge that Rybbon is not responsible for the content, performance, or availability of such Integration Partner Platform or for any fraud that occurs on or due to your use of such Integration Partner Platform.
2. You acknowledge and agree that Rybbon cannot guarantee that the Rybbon Platform will remain integrated with the Integration Partner Platform and that such Integration Partners may remove the Rybbon Platform integration from their platform.  If you do not wish to continue to utilize the Rybbon Platform independent of the Integration Partner Platform, you may terminate this Agreement and Rybbon will provide a pro-rated refund within a reasonable period of time following the effective date of your termination.
3. In addition to the indemnification provisions under the Agreement, Client expressly agrees to indemnify Rybbon from any Claims, damages, losses, or expenses arising from or related to your use of the Integration Partner Platform, any fraud in connection with the Integration Partner Platform, or any claims that the Integration Partner Platform infringes any intellectual property rights of any third party.

VI. Purchase & Refunds

1. Client and Rybbon may establish an account prefunded by Client (“Prefund Account”), and the Parties may also fund specific promotions which includes the face value of the Rewards and any associated Service fees (each a “Campaign”) to offer and purchase Rewards for Recipients. When Client places an order in a Campaign, Rybbon will allocate the specific funds (“Campaign Funds”) to the Rewards associated with the specific Campaign until the Rewards have been claimed by Recipients. If a Recipient claims a Campaign Reward, the Campaign Funds will be debited consistent with the price of the Reward and any applicable Rybbon Service fees. This debited amount is non-refundable regardless of whether the Recipient uses the Reward to make purchases. If the Reward offer expires, 100% of the Campaign Funds allocated for the Reward – less any applicable Rybbon fees – will be refunded to Client’s account balance and can be used to fund future orders. If Client cancels a Reward prior to offering it to a Recipient, 100% of the Campaign Funds allocated for the Reward including any applicable Rybbon fees will be refunded to Client’s account balance.
2. Client may withdraw funds from its Rybbon account balance by requesting a check or credit back to the same credit card. Upon termination for any reason, Rybbon will promptly return any account balance to Client less any outstanding fees owed to Rybbon.
3. No interest shall be paid or owed on funds in Client’s Rybbon account.  If Client is located in Canada the attached Exhibit C shall apply.
4. Client may be assessed additional fees when paying by credit card. Rybbon may limit the types of credit cards it accepts. Rybbon may limit the amount that can be paid using credit card.
5. For subscription Clients, the annual subscription fee shall include a set number of Reward deliveries.  Subscription deliveries do not roll over from subscription year to year.

VII. Representations and Warranties

1. Each Party represents and warrants that its performance under these Terms shall be accomplished by qualified personnel in a professional, workmanlike manner, consistent with the prevailing standards of the industry.
2. Each Party represents and warrants that its performance under these Terms is and shall be in compliance with all foreign, federal, state, and local laws and regulations applicable to a Party in light of that Party’s role with respect to the Services, Campaign or program, throughout the term of these Terms; provided, however, that neither Party shall be liable for noncompliance to the extent that such noncompliance was caused by (a) the actions or inactions of the other Party or (b) to the extent that the other party assumed, in writing, the responsibility for compliance.
3. Each Party represents and warrants that its use and disclosure of personal information of Recipients does and shall continue to comply with all applicable foreign, federal, state, and local laws and regulations relating to the protection of such information.  Consistent with the foregoing, Client represents and warrants that any such personal information which Client provides to Rybbon or otherwise makes available to Rybbon is not the subject of any applicable “opt out” election by a Recipient and that Client has obtained any necessary approvals or consents from Recipients  prior to sending, disclosing, or making available (including without limitation inviting Recipients to join a Campaign, promotion or program) personally identifiable information of such Recipients to Rybbon.
4. Client represents and warrants that Client shall be solely responsible for compliance with, and for ensuring that Client’s Campaigns, promotions, or programs are structured in compliance with, all applicable foreign, federal, state, and local laws and regulations governing Client’s industry, business, promotion, or program, including without limitation all consumer protection, promotion, and sweepstakes laws and regulations. Client shall be solely responsible for compliance with any applicable foreign, federal, state, and local laws and regulations regarding advertising which may be used by or for Client in support of its promotions or programs.  Client further represents and warrants that any Client Content (as defined in Section III, above) shall not infringe on the rights (including without limitation the intellectual property rights) of any person or entity.
5. THE SERVICE IS PROVIDED ON AN “AS IS” BASIS.  WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT.  

VIII. Disclaimers, Limitation of Liability

1. EXCEPT WHERE REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, OR ANY ISSUER OR MERCHANT, OR THEIR AFFILIATES, BE LIABLE TO ANY PARTY TO THIS AGREEMENT, RYBBON RETAILER, OR ANY OF THE AFFILIATES OF ANY OF THEM, OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE, FOR (1) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT; OR (2) ANY DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT TO THE EXTENT THAT THE AGGREGATE AMOUNT OF SUCH DAMAGES EXCEEDS THE GREATER OF: (A) THE AGGREGATE AMOUNT OF THOSE FEES PAID AND PAYABLE BY CLIENT TO RYBBON DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE DAMAGES OR (B) $5,000.00.  RYBBON SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CLIENT’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, UNLESS SUCH ACCESS, ALTERATION, THEFT OR DESTRUCTION IS CAUSED AS A RESULT OF RYBBON’S NEGLIGENCE OR INTENTIONAL MISCONDUCT. 
2. To the extent permitted by applicable law, each Party agrees to indemnify, defend and hold the other Party and its subsidiaries and affiliates  (including all officers, directors, employees, contractors and agents of the foregoing) harmless from and against any and all third party claims, demands, suits, causes of action, subpoenas and discovery requests (collectively “Claims”) and any damages, liabilities, losses, costs and expenses, including attorneys’ fees incurred by the indemnified party as a result of such Claims, to the extent and proportion such Claims arise out of the indemnifying party’s (including but not limited to indemnifying party’s employees and subcontractors): (a) breach of its warranties, representations, covenants, or obligations under these Terms; or (b) negligence or intentional misconduct, except (in each instance of (a) or (b)) to the extent of any indemnified party’s negligence or intentional misconduct. 
3. The indemnification obligations set forth above in this Section VIII are contingent upon compliance with the following conditions by the indemnified party: (a) providing prompt written notice of a Claim to the indemnifying party; (b) cooperating with the indemnifying party, including by providing all information and evidence within the indemnified party’s control which is necessary for indemnifying party to conduct a defense (the indemnifying party will reimburse the indemnified party for its reasonable expenses incurred in cooperation with and providing assistance to the indemnifying party); and (c) providing the indemnifying party with sole control of the defense and all related settlement negotiations (however, the indemnified party may participate in the defense or settlement of the claim at its own expense). The indemnifying party may not settle any Claim without the indemnified party’s consent (which shall not be unreasonably withheld) if the proposed settlement would be in the indemnified party’s name or impose pecuniary or other liability or an admission of fault or guilt on the indemnified party or would require the indemnified party to be bound by an injunction of any kind.

IX. Intellectual Property

1. Except with respect to Client Content or Recipient Data, Rybbon will retain title to and ownership of: the Platform and all designs, text, layouts, media, proprietary technology, documentation, systems, processes, works of authorship, software, hardware, or other propriety materials utilized by Rybbon in providing the Services, and any inventions (whether or not patented) and copyrights associated with the foregoing (collectively, “Rybbon Proprietary Materials”). 
2. In addition, Rybbon shall own all rights, title, and interest, including all intellectual property rights, in and to any improvements to the Services or Rybbon Proprietary Materials or any new programs, upgrades, modifications or enhancements developed by or on behalf of Rybbon in connection with the Rybbon Services.  Rybbon or any of its affiliates reserves the right to modify, add to or replace the Rybbon Proprietary Materials, Services or APIs at any time.  If Rybbon reasonably believes a modification will have a material impact on your ability to access the or utilize the Services, Rybbon will use reasonable efforts to provide you with at least thirty (30) days’ advance notice.
3. Subject to the terms and conditions of this Agreement, Rybbon grants Client during the Term a non-exclusive, revocable, non-sublicensable, and non-transferable right to access and use the Platform solely to support the activities related to this Agreement.  In the event the Services require Client to access the Platform, such access will be provided to users authorized by Client (“Authorized Representatives”) through passwords, authentication keys, security credentials or other means as determined by Rybbon (“Login Credentials”). No rights or licenses in or to the Platform are granted to Client, except as expressly set forth herein.
4. During the Term, Rybbon grants Client a non-exclusive, revocable, non-sublicensable, non-transferable right to access and use certain APIs, if applicable, as may be provided by Rybbon, solely to support the Services and activities related to these Terms.  Client is solely responsible for calling the Rybbon APIs in its environment in accordance with the specifications provided by Rybbon. No rights or licenses are granted except as expressly set forth herein. Client will not (and will not allow any third party to) use Rybbon APIs in connection with any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. or Canadian embargo, unsolicited mass distribution of email (“spam”), multilevel marketing proposals, hate materials, hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, abusive or otherwise offensive content, stolen products or items used for theft, or other illegal purposes. Except as expressly authorized under this Agreement, Client may not (and will not allow any third party to) (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile, modify, alter or otherwise attempt to copy, access or create any source code which is included in or derived from Rybbon APIs or the Rybbon Platform, (ii) interfere with or disrupt the integrity or performance of, or attempt to gain unauthorized access to, the Rybbon Platform or its related systems or networks or (iii) otherwise use Rybbon APIs or Rybbon Platform on behalf of any third party.

X. General Terms

1. Client shall be solely responsible for the actions of individuals who are affiliated with Client and who utilize the Service. Client shall be solely responsible for determining which individuals may or may not participate in the Campaigns it sponsors or offers.
2. Client will not (and will not allow any third party to) use the Rybbon Platform in connection with any products, services, or materials that constitute, promote or are used for the purposes of dealing in: spyware, adware, or other malicious program or code, counterfeit goods, items subject to U.S. or Canadian embargo, unsolicited mass distribution of email (“spam”), multilevel marketing proposals, hate materials, hacking/surveillance/interception/descrambling equipment, libelous, obscene, abusive or otherwise offensive content, or for other illegal purposes.
3. Client shall be solely responsible for ensuring the accuracy and correctness of all data and commands which it enters in the Platform and Rybbon shall have no liability for damages resulting from inaccurate or incorrect data entered into the Platform.
4. The parties agree that Client will be solely responsible for all tax-related withholding, filing, remittance, and reporting it deems necessary or required under these Terms. Rybbon shall not have any responsibility or liability for any tax-related withholding, filing, remittance, or reporting, in the United States or internationally, either to the governing regulatory body or to any Recipients, and Client will indemnify and hold Rybbon harmless from any and all claims, investigations, inquiries, or subpoenas, and all associated costs and expenses incurred by Rybbon, resulting from or arising out of any such tax-related withholding, filing, remittance, or reporting or the failure to perform or improper performance of the same. Rybbon shall provide any information reasonably requested by Client to enable Client to execute its responsibilities under this subsection.
5. When applicable, Client shall adhere to any branding guidelines provided by Rybbon and shall not distribute, either internally or to the public, any materials (including but not limited to advertisements, marketing materials, promotions, direct mail (including email), press releases, internet notices or web pages, brochures and posters) that refer directly or indirectly to Rybbon, any prepaid card network, any Merchant, the Issuer, or any trademarks, service marks, trade names, copyrights, or logos (“Rybbon Marks”) of any of the foregoing, or any prepaid or gift cards, without prior review and written approval from Rybbon. Rybbon branding review is to ensure appropriate usage of Rybbon Marks and should not be interpreted in any way as an approval of the elements of Client’s program or promotion, or that the program or promotion complies with Applicable Law.

XI. PointsJoy

1. PointsJoy is Rybbon’s points reward management system, allowing customers to reward its participants with loyalty points (“Points”) that can be redeemed for Rewards.  PointsJoy is available for an additional fee.
2. Rybbon does not serve as the issuer of Points within Client’s reward and/or loyalty program (“Reward Program”).
3. Client is responsible for making available to Recipient the applicable Reward Program rules and terms and conditions, including but not limited to redemption rules, expiration policies, cancellation terms, transfer rules, and all other terms of use regarding said Points, and Recipient’s participation in Client’s Reward Program.
4. Client is responsible for making available to Recipient all terms and conditions relating to any taxing liability, including disclosure connected with the receipt or use of Points in Client’s Reward Program.
5. Rybbon makes no representation or warranties, expressed or implied, to Recipient with respect to Client’s Reward Program.
6. Customer’s Reward Program is developed, maintained, and solely operated by Client. Rybbon may only serve as a management system for the tracking of points within Client’s Reward Program.

XII. Miscellaneous

1. Neither Party may assign any of its rights or obligations under these Terms without the prior written consent of the other party; provided, however, either Party may assign these Terms to either, an affiliate or to a successor in connection with a merger or sale of all or substantially all of such Party’s assets or equity, without obtaining consent from the other Party.
2. Any claim, controversy, or dispute between Client and Rybbon arising under or related to these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof.  Any controversy or claim arising out of or in any way connected with these Terms or the alleged breach hereof will be resolved by one arbitrator, in accordance with the Commercial Arbitration Rules of the American Arbitration Association..  Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  Costs of arbitration will be shared equally by both Parties.  CLIENT AND RYBBON HEREBY WAIVE THE RIGHT TO A JURY TRIAL.
3. These Terms are for the benefit of the Client and Rybbon only; no consumer, Recipient, or any other third party is a beneficiary to these Terms. To the extent there is a conflict between these Terms and a separate written agreement between the parties, the separate written agreement shall govern.  Notwithstanding the foregoing, the Terms may not be modified, unless such modification is properly accepted by both Parties as evidence by a writing signed by both Parties.
4. Rybbon may change any of the Terms by posting revised Terms of Service on our Website. Rybbon shall provide prior email notice of any material changes by sending an email. Unless you terminate your account within ten (10) days after receipt of such email, the new Terms will be effective immediately and apply to any continued or new use of Rybbon. If you have signed a separate agreement with Rybbon and you terminate such agreement pursuant to this section, Rybbon shall provide a pro-rated refund within a reasonable period of time following the effective date of your termination.
5. Neither Party shall be liable for any delay or failure to perform (other than the payments due under the Terms) due to any cause or condition beyond such Party’s reasonable control whether foreseeable or not including, without limitation, acts of God, war, riot, fire, explosion, accident, acts of terrorism, seasonality, the acts, or omissions of any third party, and unforecasted volume. Any orders of Rewards so affected shall be suspended for the duration of the delay. Either Party may, by prior written notice, terminate an order for Rewards if delivery is delayed more than ten business days due to causes covered by this Section.
6. If any provision of the Terms (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of the Terms will not be affected thereby and shall be binding upon the parties and will be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in the Terms. The failure of either Party to insist upon strict performance of any of the provisions contained in these Terms will in no way constitute a waiver of its rights, at law or in equity, or a waiver of any other provisions of the Terms or subsequent default by the other Party in the performance of or compliance with any of the terms and conditions set forth in the Terms.
7. Each Party agrees that (a) the relationship between them is that of two principals dealing with each other as independent contractors, (b) neither shall have the right, power, or authority at any time to act on behalf of or to represent the other, and (c) except as expressly set forth in the Terms, each party shall be separately and entirely liable for its own debts and liabilities in all respects.
8. For purposes of these Terms, Rybbon may fulfill its obligations under the Terms through its authorized subcontractors.
9. The headings of these Terms are intended solely for convenience of reference and will be given no effect in the interpretation or construction of the Terms.
10. Those Sections of these Terms whose obligations would normally extend beyond a termination of the Terms shall so survive the termination of these Terms.

Exhibit 1 to the Rybbon Terms

DATA PROCESSING DESCRIPTION AND INITIAL RECORD OF PROCESSING

This Attachment is part of the DPA and includes certain details of the Processing of Personal Data. Capitalized terms are defined in the DPA.

Purpose and duration of the Processing of Personal Data

The subject matter and duration of the Processing of Personal Data are set out in the DPA and the relevant Terms, and the obligations and rights of Blackhawk Network and its Affiliates are set forth in the DPA, however for purposes of reporting, the following descriptions may be used: The Vendor will process the below-identified consumer information in order to fulfill prepaid reward card orders, service cardholders, and provide associated services.

Data Subjects

The Data Subjects whose Personal Data is required to be processed as an essential part of delivering the Services described above could include any of the following:

1. Consumer customers (customers of Customer; Customer is Controller);
2. Consumer customers (customers of Third Party; Third Party is Controller);
3. Consumer customers where there are multiple/joint Controllers;
4. Employees of Customer (Customer is Controller); or
5. Employees of Third Party (Third Party is Controller).

Personal Data

1. Consumer Name (consumer customer of the Customer)
2. Consumer Email Address
3. Employee Name (employee of the Customer)
4. Employee Work Email Address
5. Employee Phone Number

Exhibit 2 to the Rybbon Terms

SUBPROCESSORS

As of the effective date of the Terms, the sub-processors listed below may support the performance of the Services in accordance with the Terms and pursuant to the terms of the DPA. The identified sub-processors will provide the identified services and nature of processing in the United States until the Personal Data is deleted pursuant to the Terms or Section 5 of the DPA.

Vendor may periodically make available its then-current list of sub-processors through a link on its website (e.g., via the Privacy Policy, or otherwise), and Vendor notifications about changes to its sub-processors will be made via posting the list at that location.

Exhibit 3

RPAA Trust Arrangement – Terms of Service Adddendum

If Customer is located in Canada, this Addendum applies in respect of Canadian open loop products and related services that Rybbon, LLC offers as agent for Blackhawk Network (Canada) Ltd. (“Blackhawk Canada”

This RPAA Trust Addendum is attached to and forms part of the Rybbon Terms of Service (“Terms”) by and between Customer and Rybbon, LLC (“Rybbon”), whereby in respect of certain open loop products and related services, Rybbon LLC offers such products and performs such services as agent for Blackhawk Network (Canada) Ltd. (“Blackhawk Canada”).  Capitalized terms used but not defined in this RPAA Trust Addendum have the meanings given to them in the Terms. 

1. Definitions

2. Trust Arrangement; Safeguarding of Funds. 
   1. Blackhawk Canada has established the Blackhawk Canada Trust for purposes of holding and safeguarding end-user funds in trust, including Customer Funds. By placing orders for open loop cards, using the Services as they relate to open loop cards, or otherwise by providing Customer Funds to Rybbon, Customer intends for Customer Funds to be held in the Blackhawk Canada Trust in trust for Customer’s benefit and Blackhawk Canada agrees to hold Customer Funds in the Blackhawk Canada Trust, in trust, in accordance with these Terms and the Declaration of Trust. Blackhawk Canada has been appointed as the initial Trustee of the Blackhawk Canada Trust. Customer acknowledges that Blackhawk Canada has the right to replace the Trustee with one or more successor Trustees at any time, in each case, in its sole discretion, and, except where prohibited by applicable law, without prior notice to or consent from Customer. 
   2. Once Customer Funds are received by Blackhawk Canada and have cleared and settled and all applicable hold periods have expired, Customer Funds will be deposited and held in the Blackhawk Canada Trust, in trust, by the Trustee in one or more Trust Accounts with a Financial Institution designated by the Trustee in its sole discretion. The Trustee will deposit and hold Customer Funds in such Trust Account separate and apart from the Trustee’s own property and Blackhawk Canada’s property. The Trustee will record the Customer Funds beneficially owned by Customer in the ledger maintained by the Trustee for this purpose. Neither Blackhawk Canada nor the Trustee may use Customer Funds in the conduct of its business. Neither Blackhawk Canada nor the Trustee may loan, hypothecate, pledge, or otherwise encumber Customer Funds.  
   3. Until Customer funds are received by Blackhawk Canada and have cleared and settled and all applicable hold periods have expired, Customer funds are In-Transit. In-Transit funds are not held in trust by the Trustee. 
   4. Subject to any payment instructions Customer provides to Rybbon or Blackhawk Canada, Customer authorizes Blackhawk Canada and the Trustee to: (a) transfer Customer Funds to and from Trust Accounts, and to and from Blackhawk Canada settlement accounts in its discretion without notice to Customer; and (b) in connection with such transfers to submit instructions and disclose Customer personal information (including electronic transaction information) to: (i) the Financial Institutions; (ii) third party service providers; and (iii) Blackhawk Canada and/or the Trustee, as applicable.
   5. Funds that are withdrawn from the Trust Account will become In-Transit funds and will no longer be Customer Funds. 
   6. Customer acknowledges and agrees that: 
      1. Blackhawk Canada is not a bank or a Financial Institution and is not itself a Canada Deposit Insurance Corporation member institution; 
      2. Blackhawk Canada is not a professional trustee and funds held in a Trust Account are not eligible for Canada Deposit Insurance Corporation insurance protection at the beneficiary level; and
      3. funds In-Transit are not Trust Property, are not held in trust and are not held in a Trust Account.
   7. Customer also acknowledges and agrees that any interest or other investment income or earnings that may be earned on the Customer Funds held in a Trust Account (“Interest”) are owned by Blackhawk Canada and do not form part of the Trust Property. Customer hereby assigns, transfers and conveys over to Blackhawk Canada any and all rights to such Interest and acknowledges and agrees that Customer has received good and sufficient consideration (with nominal value) for such assignment. Neither Blackhawk Canada nor the Trustee will have any duty to invest the Customer Funds other than the obligation to deposit the Customer Funds into one or more Trust Accounts in accordance with Section 2.b.