Applauz Software as a Service Terms and Conditions

Specifics

1. Name and Coordinates of “Client”: Will be considered to be the name, address, website and phone number entered within the Company Information page of the Client Account.

2. Client contact details: Will be considered to be both the Company Information as well ad the Account administrator contact information entered within the Platform.

3. “Effective Date”: The date at which the Agreement was agreed to by the Client by way of logging into the Client Account and entering Client Data.

Term

1. This Agreement shall take effect on the Effective Date, and continue until terminated by either Party.

Service

1. The Supplier agrees to provide the Client with the following services, for the duration of the Term:

   1. Hosted Services;

   2. Maintenance Services and Support Services;

   3. Fulfillment Services.

Hosted Services

The Hosted Services shall enable Clients to create, personalise, maintain and administrate a fully functioning Reward and Recognition Program. As part of the Hosted Services, the Provider shall enable the Client to login as of the Effective Date and personalize their Client Account by uploading Client Data.

1. The Provider hereby grants to the Client non-exclusive licence to use the Hosted Services by means of a Supported Web Browser or mobile application for the internal business purposes of the Client in accordance with the Documentation during the Term.

   The licence granted by the Provider to the Client under this provision is subject to the following limitations and prohibitions:

   1. the Hosted Services may only be used by the officers, employees, agents, subcontractors, or clients of the Client.

   2. the Client must not republish or redistribute any content or material from the Hosted Services; and

   3. the Client must not make any alteration to the Platform, except as permitted by the Documentation.

2. The Client shall use reasonable efforts, including reasonable security measures relating to Administrator Account access details, to ensure that no unauthorised person can gain access to the Hosted Services using an Administrator Account.

3. The Provider shall use all reasonable efforts to maintain the availability of the Hosted Services to the Client.

4. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:

   1. a Force Majeure Event;

   2. a fault or failure of the internet or any hosting network;

   3. a fault or failure of the Client's computer systems or networks;

   4. any breach by the Client of this Agreement; or

   5. maintenance carried out in accordance with this Agreement.

5. The Client agrees to comply with the Agreement, the Privacy Policy and the Fulfillment Terms and Conditions and must ensure that all persons using the Hosted Services with the authority of the Client or by means of an Administrator Account comply with the Agreement.

6. The Client must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

7. The Client must not use the Hosted Services:

   1. in any way that is unlawful, illegal, fraudulent or harmful; or

   2. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

8. For the avoidance of doubt, the Client has no right to access the software code, including object code, intermediate code and source code of the Platform, either during or after the Term.

Maintenance & Support Services

1. The Provider shall provide the Maintenance Services and Support Services to the Client during the Term.

2. The Provider must reply within reasonable delay to all Support enquiries made by Client using a valid contact method.

3. The Provider shall, where practicable, give to the Client prior notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider's other notice obligations under this Agreement.

4. Provider may develop and provide Updates in its sole discretion, and Client agrees that Provider has no obligation to develop any Updates at all or for particular issues. Client agrees that all Updates will be subject to all terms and conditions of this Agreement.

5. Maintenance Services do not include any new version or new release of Applauz Hosted Services or Platform that Provider may issue as a separate or new Platform, and Provider may determine whether any issuance qualifies as a new Platform, new release or Update in its sole discretion.

Fulfillment Services

1. The Provider shall provide the Fulfillment Services to the Client during the Term in accordance with the terms and conditions stated in Appendix 1.

2. The Provider shall provide the Fulfillment Services with reasonable skill and care.

3. If a third party reward provider is introduced into the marketplace or perks by the Client, the Provider will not be held responsible for the products, warranties, descriptions and other Fulfillment Services offered by the third party reward provider.

Communications

1. The Client hereby grants to the Provider the right to contact all Participants in relations with the Hosted Services, Maintenance and Support Service and Fulfillment Service.

2. The Client confirms having the right to communicate with his Participants using the Hosted Services and accepts to follow all laws in the country of use related to digital communications.

Client Data

1. The Client hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, export, adapt, edit and translate the Client Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this Agreement, together with the right to sublicense these rights to its hosting, connectivity, marketplace fulfillment and telecommunications service providers to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this Agreement.

2. The Client warrants to the Provider that the Client Data or the Client Data when used by the Provider in accordance with this Agreement, will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

3. The Provider agrees to respect the Personal Information Protection and Electronic Documents Act, as applicable.

4. The Client acknowledges that the Provider may actively monitor Client Data to ensure optimal usage and performance of the Services.

5. The Provider agrees to store and process Client Data using the highest security protocols, such as Secure Socket Layer ( SSL) encryption, password encryption, physical access monitoring, and PCI DSS transactional compliance when possible.

No assignment of Intellectual Property Rights

1. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Client, or from the Client to the Provider.

Fees and Payments

1. In consideration for the Hosted Services, the Client shall pay the Provider, at the beginning of the Payment Term, the License Fees specified on the Applauz website for the Services selected by the Client. The Client’s subscription will automatically renew on the Renewal Date following the expiration of any Payment Term for the same duration as the expiring Payment Term, unless the Client provides a written termination notice, with proof of delivery, to Applauz customer service at least thirty (30) days prior to the Renewal Date. Unless otherwise agreed in writing by the Parties, the License Fees applicable at any Renewal Date shall be at the standard License Fees in effect at the time of renewal. Service award licenses purchased with Vouchers are exempt from automatic renewal at the end of their Payment Term.

2. The License Fees are determined by the number of Licenses purchased. Licenses are assigned to Participants in order to allow Participants to join the Hosted Services. Clients may at any time increase the number of Licenses through the Program section of the Client Account. Any incremental fee associated with such increase of Licenses shall be prorated over the remaining period of Clients then current subscription term, charged to Clients Account and due and payable upon implementation of such increase of Licenses. Unless otherwise modified by Client before the Renewal Date in the Client Account, for each renewal of subscription, the number of current Licenses, assigned or not, will be used to calculate the total License Fees charged.

3. In the event the Client elects to provide Points to Participants, such Points shall be available for purchase within the Program section of the Client Account. A clearly itemized platform management fee will be applied at checkout, covering costs including but not limited to: ledger management, automation services, workflow support, Participant customer service, order fulfillment expenses, and transaction processing fees. Upon successful purchase, the Points will be immediately deposited into the Client’s Points bank and may be awarded to licensed Participants, permitting their redemption for Products or other perks.

4. Should the Client choose to issue Vouchers to Participants, such Vouchers may be purchased within the Service Award section of the Client Account. A platform management fee, distinctly specified at checkout, will apply to each Voucher purchase and shall contribute, in part or in full, to costs such as ledger management, automation services, workflow support, Participant customer service, order fulfillment expenses, and transaction processing fees. Upon successful transaction completion, the Vouchers shall be immediately accessible to the Client for issuance to licensed Participants, enabling their redemption for marketplace Products.

5. If the Client opts to offer perks to Participants, they may be configured within the Perks section of the Client Account. Licensed Participants may redeem such perks using Points or badges at values designated by the Client during perk creation. Upon a Participant’s Points-based redemption of a perk, the Provider shall retain 10% of the Points value as an administrative fee, with the remaining 90% credited back to the Company Account’s Points bank. The Client will receive notifications of all perk redemptions and shall bear the fulfillment cost for redeemed perks.

6. Applicable taxes may be charged on certain or all transactions, depending on the Client’s country and province/state.

7. All payments are considered final transactions and cannot be refunded in part or in full.

8. Participants holding Free Licenses are ineligible to use Points and Vouchers.

Provider's Confidentiality Obligations

1. The Provider must:

   1. Keep personal Client Confidential Information strictly confidential;

   2. Not disclose the Client Confidential Information to any person without the Client's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in this Agreement;

   3. Use the same degree of care to protect the confidentiality of the Client Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care;

   4. Act in good faith at all times in relation to the Client Confidential Information; and

   5. Not use any of the Client Confidential Information for any purpose other than the Permitted Purpose.

2. The Provider may disclose the Client Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Client’s Confidential Information for the performance of their work with respect to the permitted purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Client Confidential Information.

3. This provision imposes no obligations upon the Provider with respect to Client Confidential Information that:

   1. is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;

   2. is or becomes publicly known through no act or default of the Provider; or

   3. is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.

4. The restrictions in Section 11 do not apply to the extent that any Client Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange, if applicable.

Data Protection

1. The Client warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement, and that the processing of that Personal Data by the Provider for the permitted purpose in accordance with this Agreement will not breach any applicable data protection or data privacy laws.

Warranties

1. The Client warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

2. All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

Acknowledgements and Warranty Limitations

1. The Client acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

2. The Client acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly secure.

3. The Client acknowledges that the Provider will not provide any legal, financial, accounting or tax advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Client will not give rise to any legal, financial, accounting or tax liability on the part of the Client or any other person.

Limitations and Exclusions of Liability

1. Nothing in this Agreement will:

   1. limit or exclude any liability for death or personal injury resulting from negligence;

   2. limit or exclude any liability for fraud or fraudulent misrepresentation;

   3. limit any liabilities in any way that is not permitted under applicable law; or

   4. exclude any liabilities that may not be excluded under applicable law.

2. Provider’s total aggregate liability to Client under this Agreement shall not exceed the value of all amounts paid by Client for the Services rendered under this Agreement during the twelve (12) months preceding the breach. The Provider will not be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages.

Force Majeure Event

1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

   1. promptly notify the other; and

   2. inform the other of the period for which it is estimated that such failure or delay will continue.

3. A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

Termination

1. The Provider may terminate this Agreement if the Client fails to meet any material obligation and fails to remedy the breach within ten (10) days after being notified in writing.

2. The Provider may terminate this Agreement without notification if the Client fails to pay his License Fees or if a Client with Free Licenses shows no Activity on the Hosted Services for a period of one hundred (100) consecutive days.

3. The Client may terminate this Agreement by providing a written termination notice, with proof of delivery, to Applauz customer service at least thirty (30) days prior to the commencement of any Renewal Date.

4. The Client hereby expressly and irrevocably renounces the right to unilaterally resiliate this Agreement in accordance with Section 2125 of the Civil Code of Quebec.

Effects of Termination

1. Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save for any terms in this Agreement which by their nature extend beyond termination or expiration of this Agreement which shall be in effect until fulfilled, in accordance with their express terms or otherwise indefinitely.

2. Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

3. Upon the Termination of the Agreement, all Licences, Points and Vouchers unused or partially-used will be voided and considered to be null in value with no possibility to refund or credit.

Definitions

1. "Account" means a profile on the Hosted Services requiring personal identification, including Administrator Accounts, Client Accounts, Company Accounts and Participant Accounts;

2. "Activity" means the action of awarding Points or a Voucher to a Participant on the Hosted Services;

3. "Agreement" means this agreement including any Appendix, and any amendments to this Agreement from time to time;

4. "Business Day" means any weekday other than a public holiday in Quebec, Canada;

5. "Business Hours" means the hours of [09:00 to 17:00 EST] on a Business Day;

6. "Client Confidential Information" means any information disclosed by or on behalf of the Client to the Provider at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as "confidential";

7. "Client Data" means all data, works and materials: uploaded to, written on, shared on or stored on the Platform by the Client or his Participants; transmitted by the Platform at the instigation of the Client; supplied by the Client to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Client and its Participants;

8. "Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available, from time to time, by the Provider to the Client;

9. "Free License" means a License that is offered free of License Fees.

10. "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars;

11. "Fulfillment Services" means the marketplace redemption fulfillment services provided by the Provider to the Client;

12. "Hosted Services Defect" means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

    1. any act or omission of the Client or any person authorised by the Client to use the Platform or Hosted Services;

    2. any use of the Platform or Hosted Services contrary to the Documentation, whether by the Client or by any person authorised by the Client;

    3. a failure of the Client to perform or observe any of its obligations in this Agreement; and/or

    4. an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software connected to the Hosted Services;

13. "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

14. "License" means the authorization needed in order to allow an Account to use the Hosted Services. A License can only be assigned to a single Account at a time, but the Account assigned to a License can be changed at any time;

15. "License Fee" means the fee associated to the Licenses purchased by Client;

16. "Maintenance Services" means the general maintenance of the Platform and Hosted Services, and includes provision of such updates, upgrades, bug fixes, patches and other error corrections (collectively, "Updates") as the Provider makes generally available free of charge to all Clients of Applauz then entitled to Support Services and Maintenance Services.

17. "Participant” means an Account that was assigned a License by the Client to access and utilize the Client’s Applauz Hosted Services;

18. "Payment Term” refers to the period during which the Client is granted access to the Hosted Services in exchange for payment of the applicable License Fees;

19. "Permitted Purpose" means the lawful and permissible use of the Platform in order to use the Hosted Services;

20. "Personal Data" means data which relates to an individual who can be identified from those data, or from those data and other information which is in the possession of the Provider;

21. "Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

22. "Product" means any merchandise, gift card, e-reward or any other item available to be redeemed by Participants on the Hosted Services’ marketplace;

23. "Points" means a currency that Participants may use within the Hosted Services in exchange for Products in the marketplace or Perks;

24. "Renewal Date" means the date at which the next License Fee is scheduled to be paid by the Client;

25. "Schedule" means any schedule attached to the main body of this Agreement;

26. "Services" means any services that the Provider provides to the Client, or has an obligation to provide to the Client, under this Agreement;

27. "Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

28. "Supported Web Browser" refers to the most current release of Google Chrome, Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;

29. "Voucher" means a predetermined-value currency that Participants may use in a single transaction within the Platform’ marketplace in exchange for Products.

General

1. No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

2. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted.

3. This Agreement may be updated from time to time by the Provider and it is the sole responsibility of the Client to stay up-to-date with any modifications. A version release number of the agreement is clearly identified and the latest version of this agreement can always be found on this Web page https://www.applauz.me/en/terms-conditions.

4. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

5. This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

6. This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

7. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.

8. The courts of the Province of Quebec, Canada, district of Montreal shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

9. The parties have required that this Contract and all deeds, documents and notices relating to this Contract be drawn up in the English language.

10. The Client has indicated his acceptance of this Agreement upon subscribing to an Account and entering Client Data on the Applauz Hosted Services.

Interpretation

1. In this Agreement, a reference to a law or regulation or any provision thereunder includes a reference to:

   1. that law, regulation, provision as modified, consolidated and/or re-enacted from time to time; and

   2. any subordinate legislation made under that law, regulation or provision.

2. The article headings do not affect the interpretation of this Agreement.

3. In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Orders

1. Applauz takes full responsibility in ensuring the correct marketplace Products are shipped in a timely and secure fashion.

2. Applauz is not responsible for the order fulfillment of custom Client Perk rewards created by the Client.

Shipping

1. Marketplace orders are carefully packaged and shipped with insurance coverage and tracking number. In case of a marketplace order being lost or damaged in transit, Applauz takes full responsibility and makes all arrangements to mend the situation internally.

2. Upon a marketplace order being partially or completely shipped, Applauz will update its status and provide a transporter tracking number to the Participant.

3. In the event that an order is never received by a Participant, the Participant must notify Applauz in writing within ten (10) days following the delivery notification on the transporter website, in order to open an investigation.

Unfulfilled order

1. If a marketplace order is unfulfillable, Applauz will notify the Participant and cancel the order. The full value of Points will be refunded in the Participant Account.

Returns

1. All Product returns necessitate a Return Authorization (RA) Number issued by Applauz prior to returning an defective, damaged or erroneous Product. The RA number will include return instructions and is valid for a thirty (30)-day period; after which it will automatically be voided.

2. If a shipment is returned to Applauz as undeliverable to the address provided or unclaimed by the Participant, the order will be cancelled and the Points or Voucher will partially be refunded in the Participant account. A 15% deduction on the Points or Voucher refund will be applied to cover the additional shipping fees for the return back to Applauz.

3. Products damaged in transport must be reported in writing by the Participant to Applauz within three (3) days of order reception. If reported by the Participant within three (3) days following the reception of the damaged Product, Applauz will require the order be shipped back to Applauz at its sole expense. Upon reception of the damaged Product, Applauz will ship out a replacement order to the Participant. Only if the Product is no longer available will a refund be offered.

4. Defective Products must be reported in writing by the Participant to Applauz within ten (10) days of the order reception. If reported by the Participant within ten (10) days following the reception of the defective product, Applauz will require the order be shipped back to Applauz at its sole expense. Upon reception of the defective Product, Applauz will ship out a replacement order to the Participant, unless the defect is the result of abusive usage or some of the original parts are missing with the returned order. For some Products, the manufacturer may require an alternate return method or warranty service, in which case Applauz will facilitate the communication between the Participant and the manufacturer. Only if the Product is no longer available will a refund of Points or Voucher be issued.

5. Errors in Products received must be reported by the Participant within ten (10) days of order reception. If reported by the Participant within ten (10) days following the reception of the incorrect Product, Applauz will initiate all return procedures and cover all fees. Upon reception of the Product a full refund will be issued. A wrongfully shipped Product must be sent back unused, in its original packaging and in resalable condition. If a Product does not meet these requirements a refund may not be accorded.

6. Applauz does not accept returns for any other reason than damaged, defective or error in Products received.

Order Cancellations

1. Orders can not be cancelled once submitted.

2. Orders for Products that are pending a replacement for defect or are damaged in transport cannot be cancelled unless replacement items are unavailable.

Pricing

1. Product pricing is subject to change at any time, which may result in a modification of their Points or Voucher exchange value.

2. Product Points or Voucher value includes standard handling, shipping and taxes (if applicable). In the rare event that an order requires special handling the Participant will be notified prior to the order being fulfilled.

Customer service

1. Applauz offers customer service to Participants for any Product or marketplace order inquiries. Service hours are from 9am to 5pm, Standard Eastern Time, Monday to Friday.

2. Applauz may contact Participants from time to time to facilitate order processing or resolution.