Terms of Service

Revised November 20, 2020. Minor update: March 10, 2021

Thank you for using Rybbon.

Please read these Terms of Service (“Terms”) carefully. By using Rybbon and/or signing up for a Rybbon account, you agree to be bound by these Terms. If you are creating an account or utilizing Rybbon’s Website or 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.

I. Description And Definitions

Rybbon (“Rybbon” or the “Service”) is a Digital Rewards Service offered through the URL app.rybbon.net (the “Website”) that allows you (the “Customer”) to send digital rewards (“Rewards”) to your customers, employees and business contacts (“Recipients”). The Service includes the Website, all related websites, and mechanisms, as well as APIs and connectors for integration with third-party services. The Service is owned and operated by Rybbon, Inc., (“Rybbon”, “we”, or “us”). Rybbon and Customer may be referred to individually as a “party” and collectively as the “parties.” The term “Gift” used in the Service also refers to and is intended to mean the same as Rewards.

II. Data Processing & Confidentiality

1. To the extent that Rybbon processes any information relating to an identified or identifiable natural person, the terms of the Rybbon Data Processing Agreement, are hereby incorporated by this reference.

2. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by these Terms; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under these Terms. Each party may share the other party’s Confidential Information with its, and its Affiliates’, employees, agents or contractors having a legitimate need to know, provided that the party remains responsible for any recipient’s compliance with these terms and that these recipients are bound to confidentiality obligations no less protective than this Section. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advanced notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section, each party is entitled to seek appropriate equitable relief without the need to post bond or other security interest in addition to any other remedies it may have at law.

III. Rewards

1. All third party service or Reward providers (each a “Merchant”) of prepaid cards are subject to change without notice.

2. The availability of Rewards to Customer may be subject to approval from the Merchant providing the Reward.

3. The price of Rewards and any reward-specific surcharge fees are subject to change without notice. For clarity, if Customer signed a separate agreement with Rybbon, the Rybbon fees are not subject to change during Customer’s current term of such agreement; provided that Rybbon may change the Rybbon fees applicable to a renewal term upon reasonable notice to Customer.

4. 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.

5. By ordering a Reward, Customer accepts Merchant terms and conditions or terms of use associated with the use of any Reward. 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 Reward. Customer is solely responsible for reviewing any and all applicable Merchant terms prior to purchasing the Reward from the Merchant.

6. 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.

7. Customer acknowledges that Rewards sent through the Service are provided by Merchants who provide issuing, fulfilment, customer service and transaction-related services for Merchant-specific rewards, and Rybbon is not liable for any claims related to those services. Rybbon does not serve as the issuer of the Rewards or provide any ongoing transaction related services after the Reward has been claimed.

IV. Restrictions On Use

1. Customer shall only use Rybbon to send Rewards to Recipients in association with Customer’s internal loyalty, award, or promotion program. Customer shall not utilize Rybbon to send personal gifts.

2. No single Recipient shall be sent Rewards valued at more than $10,000 in a single banking day.

3. Customer shall not further resell Rewards acquired from Rybbon.

4. Use of the Service is subject to any and all applicable federal, state, and local laws and ordinances.

5. Rybbon reserves the right to require additional information to verify a Customer’s account information, payment methods and use of Rewards. Rybbon reserves the right to reject any Customer accounts, orders, and payments.

6. Rybbon may suspend and/or terminate Service to Customer upon Customer’s breach of these Terms, non-payment for Services, or upon evidence of fraudulent or illegal use of the Service.

V. Purchase & Refunds

1. Customer may establish and fund specific promotions (each a “Campaign”) to offer and purchase Rewards for Recipients. When Customer 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 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 Customer’s account balance and can be used to fund future orders. If Customer 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 Customer’s account balance.

2. Customer 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 Customer less any outstanding fees owed to Rybbon.

3. No interest shall be paid or owed on funds in Customer’s Rybbon account.

4. Customer 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.

VI. Disclaimers, Limitation Of Liability

1. To the extent permitted under applicable law, Customer will indemnify, defend and hold Rybbon harmless, at Customer’s expense, against claims brought against Rybbon (or our officers, directors, employees, agents, service providers, licensors, and affiliates) by any third party related to (a) Customer’s violation of the Data Processing Agreement or (b) unauthorized or illegal use of the Service by Customer. To the extent permitted under applicable law, Customer will indemnify Rybbon against all damages finally awarded against Rybbon (or the amount of any settlement Customer enters into) with respect to these claims.

2. Rybbon will indemnify, defend and hold Customer harmless, at Rybbon’s expense, against claims brought against Customer (or Customer’s officers, directors, employees, agents, service providers, licensors, and affiliates) by any third party related to (a) Rybbon’s violation of the Data Processing Agreement, or (b) an allegation that Customer’s authorized use of the Service infringes or misappropriates a patent claim, copyright, or trade secret right. Rybbon will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement Rybbon enters into) with respect to these claims. Rybbon shall have no obligation to indemnify Customer under this Section to the extent any infringement or misappropriation claim arises from (i) Customer’s data or (ii) Customer’s breach of these Terms or misuse of the Services. In the event a claim is made or likely to be made, Rybbon may replace or modify the Service to be non-infringing without a material decrease in functionality. If this option is not reasonably available, Rybbon or Customer may terminate Customer’s account and subscription to the Service upon written notice to the other and Customer shall be entitled to a pro-rated refund for any prepaid but unused fees.

3. The Service is provided on an “as is” basis, and Rybbon expressly disclaims any and all warranties of fitness for a particular purpose, and any and all warranties relating accuracy, completeness, or adequacy of service. Customer understands that it assumes the entire risk with respect to the use of the Service.

4. EXCEPT AS EXPRESSLY SET FORTH BELOW, AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS. Except as expressly set forth below, and to the extent permitted under applicable law, in no event shall either party’s aggregate liability with respect to these Terms exceed the greater of (i) the fees paid by Customer to Rybbon during the twelve (12) months preceding the event that gave rise to the damages or (ii) $5,000. The foregoing limitations of liability shall not apply to damages arising out of or in connection with a breach by either party of its (i) confidentiality or indemnification obligations under these Terms, or (ii) obligations under the Data Processing Agreement.

VII. General Terms

1. Customer shall be solely responsible for the actions of individuals who are affiliated with Customer and who utilize the Service. Customer shall be solely responsible for determining which individuals may or may not participate in the Campaigns it sponsors or offers.

2. Customer shall be solely responsible for ensuring the accuracy and correctness of all data and commands which it enters in the Service platform and Rybbon shall have no liability for damages resulting from inaccurate or incorrect data entered into the Service platform.

3. Customer understands and agrees that it is solely responsible for determining income reporting requirements for tax purposes. Rybbon cannot and does not offer tax advice to Customers or Recipients.

4. Rybbon owns and retains all rights to the Service, unless otherwise expressly granted to Customer. Customer acknowledges that any digital assets (Tokens, scripts, or any piece of software code) made available to Customer by Rybbon remain the intellectual property of Rybbon, and must only be used in the manner instructed by Rybbon. Reverse engineering, tampering or otherwise modifying these digital assets is expressly prohibited. Customer accepts responsibility for any damages caused to Rybbon, Recipients, or Rybbon’s Customers as the result of unauthorized modification by Customer of Rybbon’s digital assets.

5. Customer grants Rybbon the right to add its name and company logo to Rybbon’s customer list and websites subject to any brand guidelines provided by Customer in writing

VIII. 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.

2. Rybbon does not serve as the issuer of Customer Points within Customer’s reward and/or loyalty program (“Reward Program”).

3. Customer 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 Customer’s Reward Program.

4. Customer 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 Customer’s Reward Program.

5. Rybbon makes no representation or warranties, expressed or implied, to Recipient with respect to Customer’s Reward Program.

6. Customer’s Reward Program is developed, maintained, and solely operated by Customer. Rybbon may only serve as a management system for the tracking of points within Customer’s Reward Program.

IX. 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 a successor in connection with a merger or sale of all or substantially all of a such party’s assets or equity without obtaining consent from the other party.

2. Any dispute between Customer and Rybbon arising in connection with these Terms shall be resolved through binding arbitration to be conducted in the Commonwealth of Virginia, before a single arbitrator. The decision of the arbitrator may be entered, in any court having jurisdiction. The prevailing party in any arbitration shall be entitled to an award of its reasonable attorney’s fees and costs, in addition to any award of damages or other relief. CUSTOMER AND RYBBON HEREBY WAIVE THE RIGHT TO A JURY TRIAL.

3. These terms shall be governed by and construed in accordance with the procedural and substantive laws of the Commonwealth of Virginia.

4. These Terms are for the benefit of the Customer and Rybbon only. To the extent there is a conflict between these Terms and a separate written agreement between the parties, the separate written agreement shall govern.

5. 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.

6. Rybbon may change the Website, the Service, or any features of the Website or Service at any time, and in its sole discretion; provided that Rybbon shall reasonably endeavor to notify you regarding changes that will have a material negative impact on your use of the Service. You may terminate your account within thirty (30) days after being informed of such a change. If you have signed a separate agreement with Rybbon, you may terminate such agreement within thirty (30) days after being informed of such a change. If you terminate your account or separate 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.

7. The following sections will survive termination of the relationship between Customer and Rybbon: II(2), V, VI, IX(2), (3), (4) and (6).