Awardco Connect Terms and Conditions

 These Terms and Conditions govern the use of the Awardco Connect offering (the “Terms”) by the Customer referenced in the attached Order Form (“Customer”). By purchasing Awardco Connect, Customer acknowledges that it has read, understands, and agrees to be bound by the Terms effective as of the date the Order Form is signed. The Terms are considered part of and are incorporated into, the Governing Agreement as defined in the attached Order Form (the “Agreement”), and subject to the terms and conditions therein. In the event of a conflict between these Terms and the Agreement, the Agreement will control. Any capitalized terms not contained or defined in these Terms are found in the Agreement.

 1.             Definitions

 1.1.        “Awardco Connect” means the Professional Services offered and/or the middleware deployed by Awardco that permits Customer to automate data transfers to and from the Awardco Services and Customer’s designated software.

1.2.        “Awardco Services” means the subscription to Awardco’s cloud-based web platform delivered and accessible through www.awardco.com, as further defined in the Agreement.

1.3.        “Connectors” means the instructions that permit the transfer of data between software applications through Awardco Connect by using software scripts or application programming interfaces, or “APIs”.

1.4.        “Customer Data” means any data, content, materials, or information, in each case including Personal Data, that Authorized Users, Customer, and/or Customer’s Affiliates input or upload into Awardco’s cloud-based web platform or otherwise provide to Awardco.

1.5.        “Documentation” means Awardco’s then-current technical and functional documentation for Awardco Connect as generally made available by Awardco.

1.6.        “Order Form” means any Awardco order form, ordering documentation, online sign-up, or subscription that references the Terms or the Agreement, which in this case, sets forth pricing (as applicable) Awardco Connect, and is accepted and agreed to by the Parties, in each case including any addenda, schedules, supplements, or statements of work thereto.

1.7.        “Personal Data” means any information that is considered “personal information,” “personal data,” or “personally identifiable information,” or any functional equivalent of these terms under any applicable laws relating to data privacy, data protection, or cybersecurity.

1.8.        “Professional Services” means the provision of any consulting, implementation, or custom code development services, in each case as identified by an Order Form, to enable the performance of Awardco Connect through customized Tasks, Recipes, and Transactions.

1.9.        “Recipe” means a workflow, automation, or other set of commands sent through Awardco Connect that request the Awardco Services to carry out certain actions across software applications based on the occurrence of a designated triggering event.

1.10.     “Sandbox” means an iteration of the Awardco Services which is not connected to live data, and through which acceptance testing may occur.

1.11.     “Tasks” means a unit of work performed every time a Recipe performs an action (e.g. gathering data from an application through an API), as more fully described in the Documentation.

1.12.     “Transaction” means the processing that occurs each time a Recipe is run.

 2.             Awardco Connect Use; Customer Responsibilities.

 2.1.        Awardco Connect Grant of Rights. Subject to your compliance with these Terms, Awardco hereby grants Customer a limited, non-exclusive, non-transferable, non-sub licensable, revocable right to use Awardco Connect solely for the purpose of integrating Customer’s third-party applications, software, interfaces, APIs, products, services, or websites that interoperate with the Awardco Services (collectively “Third-Party Applications”) with the Awardco Service. You may not use Awardco Connect for any other purpose without our prior written consent. Awardco reserves all rights and licenses not specifically granted in the Terms.

 2.2.        Customer Responsibilities.

 2.2.1.     Customer is solely responsible for accepting and complying with applicable terms and conditions and privacy policies of such Third-Party Applications, and its use of such Third-Party Applications and any data loss or other losses it may suffer as a result of such use. Awardco does not warrant or support any Third-Party Applications and shall have no responsibility, liability, or indemnification obligations for any claims, losses, or damages arising out of or in connection with Customer’s use of any Third-Party Applications. Except as expressly stated in the Terms or an Order Form, Awardco does not guarantee compatibility with any Third-Party Application, and Awardco shall not be responsible for any changes or new developments in Third-Party Applications that may interrupt Customer’s use of or interaction with the Awardco Services.

2.2.2.    Customer further agrees to not (a) use Awardco Connect in a manner that that violates any applicable law, regulation, or third-party right; (b) exceeds the rate limits or other usage restrictions that Awardco may impose from time to time; (c) use Awardco Connect in a manner that Customer has reason to know would interfere with or disrupts the Awardco Services or Awardco’s systems, network, or servers; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of Awardco Connect, modify, adapt, translate, or create derivative works based on Awardco Connect; (e) modify, adapt, translate, or create derivative works based on Awardco Connect; (f) sell, rent, lease, sublicense, distribute, or otherwise transfer Awardco Connect or any data obtained through the Awardco Connect to any third party; (g) create a competing product or service or to benchmark the Awardco Services against a competing product or service; (h) send unsolicited or unauthorized messages, advertising, promotions, or spam; (i) use any robot, spider, scraper, crawler, or other automated means to access Awardco Connect outside of its intended use; or (j) remove, obscure, or alter any proprietary notices or labels on or in Awardco Connect.

 3.             Customer Acknowledgments.

 3.1.        Timeline Not Guaranteed. Customer acknowledges that enabling Awardco Connect to Customer’s Third-Party Applications may require additional customization and effort beyond what is described in the Order Form. As such, any timeline described therein is for informational purposes only and not to be relied upon by Customer as an agreed-upon schedule for the enablement of Awardco Connect.

3.2.        Community Recipes and Connectors. Customer agrees that any Recipes and Connectors created and marked public by any third-party will be provided to Customer “AS-IS.” Awardco will not be liable for Customer’s use of, and will not provide indemnity, warranties, or representations for such publicly available Recipes and/or Connectors.

3.3.        Acceptance of Subprocessor. Customer acknowledges and agrees that Awardco Connect operates with or uses APIs and/or other services operated or provided by third parties. Customer hereby acknowledges and accepts Awardco’s use of Workato as a subprocessor of Awardco Connect. To learn more about Awardco’s use of Workato in connection with Awardco Connect, please visit https://www.workato.com/embed-saas-integrations.

 4.             Professional Services.

4.1          Awardco will perform Professional Services as described in an Order Form.  Customer shall, without undue delay, provide Awardco with access to materials, information, and resources reasonably needed to perform such Professional Services (including, but not limited to private Recipes and Connectors of Customer), and Awardco will use such materials, information, and resources only for the purposes of providing such Professional Services in order to enable Customer’s use of Awardco Connect. Recipes, Connectors, and other functionality of Awardco Connect that form a part of Professional Services provided to Customer in accordance with Section 6 below, and Customer may use them only in connection with Customer’s authorized use of the Awardco Connect. During the Professional Services, Awardco may utilize a Sandbox to test the Awardco Connect Tasks, Recipes, and Transactions.

 5.             Acceptance Testing.  

5.1.          Upon written certification from Awardco that the Professional Services have been completed, Customer will be deemed to have accepted Awardco Connect and the Professional services unless, within fourteen (14) days from the date of Awardco’s written certification, Customer gives Awardco written notice that Awardco Connect fails to conform to the Documentation or the Warranties (provided below). Awardco will, upon receipt of such notice from Customer, investigate any deficiencies in Awardco Connect or the Professional Services and remedy the failure without undue delay.

 6.             Ownership; Licenses.

 6.1.        Recipes and Connectors

6.1.1.     As between the Parties, Awardco will retain all rights, titles, and interests in and to all Recipes, Connectors, and all derivatives thereto on the Awardco Connect, excluding any Recipes and Connectors created by Customer. During the Term, Awardco grants to Customer a limited, non-exclusive right to make, use, and share Recipes and Connectors with its Users.

6.1.2.     Customer understands and agrees that the Recipes and Connectors are part of the features of Awardco Connect and will not function independently of the Awardco Services.

6.1.3.     Customer grants to Awardco a limited right to use and process its private Recipes and Connectors, provided that Awardco shall not resell, rent, lease, sublicense, distribute, or otherwise transfer any Customer-owned Recipe or Connector. Such Recipes and Connectors shall be deemed Confidential Information (as defined in the Agreement) of Customer.

6.2.        Analytics Data. Awardco may access, collect, analyze, and use the Analytics Data generated from Customer’s use of Awardco Connect for its own business purposes, such as improving its products and services, analytics, and industry analysis. Analytics Data does not and will not contain any Customer Data or Customer’s Confidential Information, or Personal Data (as defined in the Agreement). Awardco will not publicly publish, distribute or display Analytics Data except in anonymized and aggregated form so that it does not in any manner reveal the identity, whether directly or indirectly, of Customer or its Affiliates or Authorized Users (as defined in the Agreement), and would not permit a third-party to identify the Customer or its Affiliates or Authorized Users.

 7.             Representations and Warranties.

 7.1.        Mutual Warranties. Without limiting any other representation or warranty under the Agreement, each Party represents and warrants that: (i) it has the full power and authority to enter into the Terms; (ii) it will use industry standard measures to avoid introducing viruses, malicious code, or similar harmful materials into the Awardco Services; and (iii) it has obtained and shall maintain throughout the Term of the Agreement all necessary licenses, authorizations, approvals, and consents to enter into, exercise its rights, and perform its obligations hereunder in compliance with all applicable laws, rules, and regulations.

7.2.        Awardco Warranties. Awardco represents and warrants that during the Term: (i) the Awardco Connect, Recipes, and Connectors will function in accordance with the Documentation in all material and applicable respects; and (ii) Professional Services will be provided in a professional and workmanlike manner in conformity with industry standards and in accordance with the specifications on an Order Form. The exclusive remedy for a violation of these warranties shall be for Awardco to correct the non-conformance within thirty (30) days from the date Awardco receives notice of such non-conformance, or if Awardco cannot substantially fix the non-conformance in a commercially reasonable manner, Customer may terminate the applicable Order Form and Awardco will issue a pro-rata refund for any unused, pre-paid fees following the effective date of termination.

7.3.        Customer Warranties. By using Awardco Connect, Customer represents and warrants that it has obtained and will maintain all necessary rights, licenses, authorizations, approvals, and consents to use, transmit, and process Customer Data through the Awardco Services, and Awardco is authorized to perform any Transactions initiated through instructions given to Awardco via its account or other means. Customer will be solely responsible for the accuracy, quality, and legality of Customer Data, the means by which it was acquired, and Customer’s use thereof. Customer will comply with all applicable privacy and data protection laws that govern the collection, use, and transfer of such data.

7.4.        Warranty Disclaimer. AWARDCO CONNECT IS PROVIDED TO THE CUSTOMER “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OFANY KIND, EXCEPT THOSE EXPRESSLY PROVIDED FOR HEREIN. AWARDCO DOES NOT WARRANT THAT AWARDCO CONNECT WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT AWARDCO CONNECT WILL MEET CUSTOMER’S REQUIREMENTS (EXCEPT FOR THOSE EXPRESSLY AGREED TO IN THE ORDER FORM). AWARDCO IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF AWARDCO CONNECT TO THE EXTENT ARISING FROM CUSTOMER’S ACTIONS, DATA, THIRD-PARTY APPLICATIONS OR OTHER SERVICES PROVIDED BY THIRD PARTIES. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND AWARDCO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO AWARDCO CONNECT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR RESULTS, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

 8.             Indemnification. The Parties Indemnification obligations are set forth in the Agreement.

 9.             Term. The Terms shall be in effect as of the Effective Date of the Order Form and shall continue for as long as the Awardco Services are being provided to Customer under the Agreement.

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