Last updated: 10/08/2024
This addendum (“Rewards Addendum”) forms part of the Terms and Conditions, or other agreement governing the use of Wellable Services (“Agreement” and “Services”, respectively), entered by and between you (“you”, “your”, “Customer”) and Wellable, LLC (“Wellable”). Wellable and Customer are referred to individually as a “Party” and together as the “Parties.” This Rewards Addendum sets out the terms that apply with regard to your access to and use of the Services in administering your loyalty, reward, promotional, and incentive programs.
Wellable reserves the right to change, modify, add, or remove all or any part of the terms of this Rewards Addendum at any time in its sole discretion. If we make changes to this Rewards Addendum, we will provide notice of such changes by posting such changes on our website and updating the “Last Updated” date at the top of this Rewards Addendum. We encourage you to review this Rewards Addendum each time you make an order through Wellable to ensure you understand the terms and conditions that apply to such order. Your continued use of the Services indicates your acceptance of any changes to the Rewards Addendum.
Services Description
Wellable Rewards Services. Wellable provides tools to administer reward and incentives programs (collectively, the “Rewards Services”). Customer may use the Rewards Services to purchase and send URLs, codes, or tokens that are associated with a designated monetary value (any such option, a “Reward”) to individuals designated by Customer (“Recipients”). Customer may make individual or bulk purchases of Rewards from Wellable (any such purchase, an “Order”).
Rewards Partners. Wellable provides tools to administer reward and incentive programs that are fulfilled by Wellable’s partner, Tango Card Inc. (“Tango”). Rewards are purchased directly from Wellable and not from Tango.
Rewards. A Reward may be associated with one or more codes that are redeemable exclusively at a particular business or affiliated group of businesses (a “Merchant-Branded Code”) or that are redeemable at a number of businesses associated with a particular payment network (an “Open-Loop Code”). Reward options (collectively, “Suppliers”) are made available to Customer or Recipients by Wellable through Tango.
Merchant-Branded Code and Open-Loop Code Terms. Merchant-Branded Codes and Open-Loop Codes are each subject to their own respective terms and conditions that govern the availability, redemption, use, and any expiration date or fees of that product. All such terms and conditions are between the respective Supplier of the product and Recipient. Wellable makes no representation or warranty related to, has no obligation under, and disclaims any liability associated with such terms and conditions.
General Terms
Approved Uses of Rewards Services. Customer and its use of the Rewards Services must be pre-approved by Wellable (each use, a “Program”). Unless otherwise approved in writing by Wellable, Customer may only use the Rewards Services for a loyalty, reward, promotional, or incentive program and in a manner consistent with Tango’s Acceptable Use Policy, available at https://www.tangocard.com/legal/acceptable-use-policy, and Customer may not sell or resell any Rewards.
Verification; KYB. Customer must provide accurate, complete, and updated information about its Program, entity structure, purpose of Rewards and legal representatives (“Know Your Business”, or “KYB”), which may include name, address, tax identification number, and valid email address. Customer authorizes Wellable to validate KYB information through the use of third parties, such as credit reporting services, and to share such information with Wellable’s Suppliers for verification, Program approvals, and fraud detection. Customer may be required to provide additional information, including but not limited to information about Customer or a Program, at anytime as a condition for continued use of the Rewards Services.
Prohibited Uses of the Services. Customer may not use the Rewards Services to:
Redeem Rewards for its own business or personal use;
Sell, resell, or, once delivered to a Recipient, redirect to another Recipient, any Reward without written permission by Wellable;
Cause harm to the security of Wellable, the Rewards Services, or any Supplier;
Transmit or store personally identifiable information that is not required in order to perform the Rewards Services;
Copy, modify, create derivative works of, reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source or object code of the Rewards Services or any software component of the Rewards Services, in whole or in part;
Infringe, misappropriate, or otherwise violate any intellectual property right or other right of any person, including Wellable or its Suppliers; or
Knowingly transmit any data that contains software viruses, time bombs, worms, Trojan horses, spyware, disabling devices, malicious code, or other harmful or deleterious computer code, files or programs to or through the Rewards Services.
Payments. Subsequent to initiating an Order, Customer agrees to pay Wellable an amount equal to or greater than the aggregate purchase price of the Order. Pre-payments are not FDIC insured; covered by the Financial Services Compensation Scheme, Dutch Deposit Guarantee scheme, or local equivalent; and will not accrue interest. Customer authorizes Wellable to first apply a pre-payment to any fees or amounts owed to Wellable prior to applying the pre-payment to any Order.
Late Payments. You further agree that, if you fail to make any payment when due, then, in addition to all other remedies that may be available: (i) Wellable may collect interest at the lesser of 5.0% per month or the highest amount permitted by law on any amounts not paid when due; and (ii) if such failure continues for seven (7) days following written notice thereof, Wellable may suspend performance of Rewards Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to you by reason of such suspension. All obligations to pay for Rewards Orders are non-cancelable, unless otherwise noted, and all payments are non-refundable. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Wellable regarding future functionality or features.
Authorized Users and Limits. This Rewards Addendum shall document the Customer’s authorized users, daily total reward limit, and individual reward limit. Any modifications to the Customer’s authorized users or reward limits, including revoking access, shall be documented in writing and approved by both Parties.
Binding Orders. Subject to the limited exceptions set forth in the Cancellation Policies for Direct Rewards and Rewards Wallet, orders are final and non-refundable and may not be canceled, terminated, or forwarded to a subsequent Recipient for any reason.
Risk of Loss. In the event a Reward or Rewards were not properly sent or were defective due to an error by Wellable or the Rewards Services, Wellable will replace in full the Rewards by resending them without defect, provided that Customer notifies Wellable of the error promptly upon discovery. Wellable has no other liability or obligation, including in the case of damage to, theft of, misuse of, loss of, or inability to use a Reward that has been delivered to a Recipient.
Taxes. Customer is solely responsible for determining whether any aspects of its Program may be taxable to Customer or a Recipient under applicable national, state, or local laws and whether any tax filings or payments are required under its Program. Wellable is not responsible for evaluating the taxability of any aspect of a Program and will not make any tax filings associated with any Program, Order, or Reward. Customer agrees that, in the event a tax auditor or government body requires Wellable to collect taxes for the Rewards Services, Customer will pay any such taxes.
Investigations. Customer authorizes Wellable and Suppliers to investigate suspicious, potentially illegal, or unauthorized activity related to Customer’s use of the Rewards Services or Recipients’ use of Rewards. Customer will cooperate with any such investigation.
Term; Termination
Termination for Convenience by Customer. Customer may terminate this Rewards Addendum at any time and for any or no reason, including during any Term, immediately upon notice to Wellable.
Termination for Convenience by Wellable. Wellable may terminate this Rewards Addendum by providing ninety (90) days written notice to Customer.
Termination for Cause by Wellable. Wellable may terminate this Rewards Addendum as follows:
Customer Breach. Wellable may terminate this Rewards Addendum on ten (10) days’ notice in the event of a breach of the Rewards Addendum that remains uncured for thirty (30) days after Customer’s receipt of notice specifying the nature of the breach.
Change in Law. Wellable may terminate this Rewards Addendum on thirty (30) days’ notice if there is a change in applicable law, licensing requirement, or regulator opinion that in Wellable’s reasonable discretion causes or is likely to cause a material adverse impact to Wellable or the Rewards Services.
Immediate Risk of Harm. Wellable may terminate this Rewards Addendum immediately:
In the event of Customer’s declaration of bankruptcy or the institution of an insolvency proceeding with respect to Customer;
Upon reasonable suspicion that Customer’s Program(s), or a material number of Rewards distributed through such Program(s), have been, or are likely to be, used for fraudulent, illegal, or unauthorized activities;
Upon reasonable suspicion or evidence of misuse of Wellable or Suppliers intellectual property under Section 4; or
If required to comply with applicable law, regulation, or any ruling of a court or other body of competent jurisdiction.
Suspension in Connection with Unauthorized or Illegal Use. Wellable may suspend access to the Rewards Services or any Program or cancel any Reward if Wellable reasonably believes that such access, Program, or Reward (a) is related to or may cause a security breach; (b) is in violation of this Rewards Addendum; (c) is fraudulent, illegal, or unauthorized; or (d) exposes Customer, Wellable, or Suppliers to security, financial, legal, or reputational risk.
Effect of Termination. Upon termination of this Rewards Addendum, Customer’s access to the Rewards Services and all licenses granted by this Rewards Addendum will cease. Any fees owed to Wellable will immediately become due. Wellable will refund any unused pre-payments once all amounts owed to Wellable have been calculated and offset against pre-payment funds. Wellable and Tango will continue to provide Recipient support for Rewards that have already been sent. Sections 2, 5, 6, and any other provision, which by their nature are intended to survive termination, will survive any termination or expiration of this Rewards Addendum.
Representations; Obligations
Customer Control and Responsibility. Customer has sole responsibility for security of Customer’s account login credentials, and except solely due to a security breach of Wellable’s systems, Customer is fully liable for all orders and actions that occur through the use of Customer’s account, even in the event of fraud or breach of Customer’s systems or credentials.
Customer Warranties. Customer represents and warrants that:
Customer is duly-organized and in good standing in the jurisdiction in which it is organized;
Customer will not issue, and will not instruct Wellable to issue, Rewards totaling more than the approved daily total and individual reward limits;
Customer’s Program and use of the Rewards Services is in compliance with applicable laws, regulations, and any use case restrictions set forth by Wellable, including but not limited to, applicable state unclaimed property laws, data security laws, and privacy laws that require notice or consent before sharing Recipient information with Wellable;
Neither Customer, Customer’s beneficial owners, nor any Recipients are (i) identified on any sanctions or export control list maintained by the U.S. government, including but not limited to, the Specially Designated Nationals List, Blocked Persons List, Foreign Sanctions Evaders List maintained by the Department of the Treasury or Office of Foreign Assets Control (OFAC), as well as the Denied Party List, Entity List, and Unverified List administered by BIS, or equivalent local sanctions list (collectively the “Sanctioned Lists”); nor (ii) located, organized, or ordinarily resident in a country or territory that is subject to sanctions or embargoes by the U.S.; or other country in which the Rewards Services are provided; and
All information provided or made available by Customer is at all times accurate and complete and will not violate, misappropriate, or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights, and publicity rights, of Wellable or any third party.
Wellable Warranties. Wellable represents and warrants that:
Wellable is duly-organized and in good standing in the jurisdiction in which it is organized;
The Rewards Services will comply with applicable U.S. laws, rules, and regulations; and
Customer’s exercise of the rights granted by Wellable under the Rewards Addendum do not knowingly infringe, misappropriate, or violate the intellectual property rights of any third party; and
No Other Warranties. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 4, THE SERVICES ARE PROVIDED "AS IS." WELLABLE HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WELLABLE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WELLABLE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Limitation of Liability; Indemnification
Limitation of Liability. (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, OR LOSS OF DATA OR DATA USE, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. (B) EXCEPT IN THE CASE OF INDEMNIFICATION OBLIGATIONS UNDER SECTION 5.2 AND IP INFRINGEMENT, WELLABLE’S LIABILITY FOR DAMAGES WILL NOT EXCEED, IN THE AGGREGATE, THE REVENUE RECEIVED FROM CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE ASSERTION OF CUSTOMER’S CLAIM.
Wellable Indemnification. Wellable will defend, indemnify, and hold harmless Customer from and against losses, damages, liabilities, judgments, costs, or expenses, including reasonable attorneys' fees, directly arising out of or resulting from any third-party claim, suit, action, or proceeding in connection with Wellable’s (a) breach of any representation, warranty, or obligation of Wellable set forth in this Rewards Addendum or (b) infringement of the intellectual property rights of a third party, to the extent that such claim of infringement does not result from misuse or unauthorized modification of the Rewards Services by Customer, and provided further that in the case of a claim for infringement, Wellable may, at Wellable’s sole discretion, (i) obtain for Customer the right to continued use of the allegedly infringing matter, (ii) modify the Rewards Services to avoid infringement so long as such modification does not materially degrade the functionality of the Rewards Services or, (iii) if neither of the prior two remedies are commercially feasible, discontinue the Rewards Services to the extent of such claimed infringement.
Customer Indemnification. Customer will defend, indemnify, and hold harmless Wellable from and against losses, damages, liabilities, judgments, costs, or expenses, including reasonable attorneys' fees, arising out of or resulting from any third-party claim, suit, action, or proceeding or any sanction imposed by a regulatory authority in connection with Customer’s (a) breach of any representation, warranty, or obligation of Customer set forth in this Rewards Addendum; (b) unauthorized or unapproved use of Supplier Marks; (c) violations of applicable law; or (d) infringement of an intellectual property right of a third party.
Miscellaneous
No Partnership; Joint Venture. The Parties are independent. Nothing in this Agreement will be construed as creating an agency relationship, partnership, or joint venture.
Assignment. Customer may not assign this Rewards Addendum without the prior written consent of Wellable.
Injunctive Relief. The Parties acknowledge and agree that in the event of a breach by a Party of any of its obligations under Section 2.3 (Prohibited Uses of the Rewards Services), the other Party will be entitled to equitable relief without any requirement to post a bond or other security, in addition to all other remedies available.
Notices. All notices required by this Rewards Addendum will be valid if delivered:
To Customer: sent to the electronic address on file with Customer’s account.
To Wellable by certified mail: 38 Chauncy St, 10th Floor, Boston, MA 02111, with an electronic copy sent to info@wellable.co and nick@wellable.co.
Export Controls. The parties will comply with all export laws and restrictions and regulations of the Department of Commerce and the United States Department of Treasury Office of Foreign Assets Control, or other United States, Canadian, or foreign agency or authority. Neither party will export, or all the export or re-export of any Wellable proprietary materials or any other technology in violation of any such restrictions, laws, or regulations.
Class Action Waiver. Neither Customer nor Wellable will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. Any proceedings to resolve or litigate any dispute between the parties will be conducted solely on an individual basis.
Waiver; Modification. No terms or conditions contained in any purchase order, memorandum, or other instrument issued by Customer and purporting to cover Rewards Services or Rewards provided under this Agreement will be binding on Wellable. No failure or delay in exercising any right or privilege arising from this Rewards Addendum will constitute a waiver.
Force Majeure. Except for requirements to make payments, in no event will either Party be liable to the other or be deemed to have breached this Addendum for any failure or delay in performing its obligations under this Rewards Addendum if such failure or delay is caused by circumstances beyond the Party’s reasonable control, including, but not limited to, earthquake, explosion, terrorism, cyber-attack, strikes, epidemic or pandemic, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Additional Terms
This Rewards Addendum is subject to additional terms specific to Amazon-branded codes according to Exhibit C of https://www.tangocard.com/legal/etos
This Rewards Addendum is subject to additional terms specific to Open-Loop Codes according to Exhibit D of https://www.tangocard.com/legal/etos
This Rewards Addendum is subject to additional terms specific to Rewards issued in AUD or by an Australian issuer according to Exhibit E of https://www.tangocard.com/legal/etos
This Rewards Addendum is subject to additional terms specific to Rewards issued in Open-Loop Virtual Cards issued in GBP and Euros according to Exhibit F of https://www.tangocard.com/legal/etos