Terms Applicable for Rewards Programs - Bonfyre

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Last revised April  2025

BONFYRE ENTERPRISE TERMS APPLICABLE TO REWARDS PROGRAMS

These Enterprise  Terms Applicable to Rewards Programs (“Terms”) are applicable to and binding on  each customer (“Client” or “You”)  of Bonfyre Inc. (“Bonfyre”) which enters into a contract, supplement or other document (“Rewards Contract”) with Bonfyre providing for access to the Bonfyre® Employee Rewards Product and/or  Rewards Services. Your use of the Rewards Services constitutes your agreement to these Terms. If you are a consumer or individual that has been sent a Reward by a Client, you are subject to Bonfyre’s Terms of Use (https://bonfyreapp.com/terms-of-use) and Privacy Policy (https://bonfyreapp.com/privacy-policy).

Bonfyre  reserves the right to change, modify, add, or remove all or any part of these Terms at any time in our sole discretion. If we make changes to these Terms, we will provide notice of such changes by posting such changes on our website and updating the “Last revised” date at these Terms. We encourage You to review these Terms (in addition to those specified in Your Rewards Contract) each time You make a Reward  order through Bonfyre or otherwise access the Rewards Services to ensure you understand the terms and conditions that apply to such order. Your continued use of the Rewards Services constitutes your acceptance of any changes to these Terms.

Definitions

“Applicable Merchant” means the merchant or other entity ultimately responsible for a Reward.

“Bonfyre® Ecosystem” means the Bonfyre® application (the “Bonfyre App”), the myBonfyreApp.com website (the “Site”), the Bonfyre Culture Coach product (including the Bonfyre proprietary library of Culture Coach recommended actions and behavior nudge system (the “Bonfyre® Culture Coach”), the Bonfyre for Microsoft Teams application (the “BFMT App”), and the Bonfyre Rewards product that enables Bonfyre clients and client users to receive and issue Rewards delivered electronically via a Reward Link to the selected employee or other person either by Bonfyre or by the applicable Rewards Issuer (the “Bonfyre® Employee Rewards Product”), in each case as now or hereafter constituted.

“Claimable Rewards” are Rewards with achievement criteria set by You that Project Participants can claim, nominate others for, or automatically be awarded upon achievement.

“Designated Rewards Users” are Project Participants who have been designated by You to Bonfyre from time to time in writing, including via email, SFTP or other electronic means as being authorized by You to issue Rewards (including approving and issuing Claimable Rewards) to other Project Participants (which designation You may update via the Directory Sync process or in writing or other electronic means). Bonfyre will be entitled to rely on the authority of any Designated Reward User until Bonfyre has received notice in writing from You that such Designated Rewards User’s authority has been revoked.

“Designated Rewards Recipients” are Project Participants who have been issued (or who have been designated pursuant to the terms of Your Rewards Contract as to be recognized with) a Reward (including a Claimable Reward).

“Project Participant” means an employee of  Yours or other person who has been designated by You  as a user, participant or recipient in Your Rewards program and use of the Rewards Services.

“Reward Amount” of any Reward is the amount of each Reward, as notified to Bonfyre pursuant to Your Rewards Contract.

“Rewards” means “merchant branded” or “closed loop” URL codes, credits or tokens that are associated with a designated monetary value and are otherwise of the types specified in Your Rewards Contract; Rewards are issuable as Reward Links (unique identifiers which enable the Designated Rewards Recipient to activate his or her Reward by following procedures specified by the applicable Rewards Issuer) or as otherwise provided in Your Rewards Contract.

“Rewards Issuer” the applicable Rewards Issuer specified in Your Rewards Contract; and

“Rewards Services” the rewards services specified in Your Rewards Contract.

General Provision Applicable

  • Bonfyre’s obligations under Your Rewards Contract and otherwise in connection with the Rewards Services are conditioned on Bonfyre’s agreement with the Rewards Issuer being in full force and effect and not suspended or terminated and on the continuing full and timely performance by the Rewards Issuer of its obligations thereunder;
  • Each Reward is subject to the respective terms and conditions (including as to the availability, redemption, use, and any expiration date or fees) as may be specified from time to time by the Applicable Merchant; Bonfyre makes no representation or warranty, and has no responsibility, with regard to any such terms and conditions;
  • Orders for Rewards may not be canceled by You; and Rewards that have been issued may not be canceled, terminated, or forwarded by You to any recipient other than the applicable Designated Rewards Recipient for any reason;
  • Bonfyre may employ (and in connection therewith share information with) third party service providers (“Third Party Providers”) in connection with providing Rewards Services, the ordering, issuance and redemption of Rewards (and the related payments) or any other matter contemplated by Your Rewards Contract;
  • Bonfyre is not responsible for the acts, errors or omissions (or other circumstance) of You or the Rewards Issuer or  of  any Project Participant, Third Party Provider or Applicable Merchant;
  • You are solely responsible for all taxes, duties and imposts howsoever imposed (other than income taxes imposed on Bonfyre’s net income by the United States or any State or governmental subdivision therein) which may at any time be due as a result or in respect of the Rewards Services, the ordering, issuance and redemption of Rewards (and the related payments) or any other matter contemplated by Your Rewards Contract;
  • You are solely responsible for making any required deductions, deposits, filings and reports, and for effecting all payments required, in respect of withholding, payroll and analogous taxes which may at any time be required as a result of the ordering, issuance and redemption of Rewards (and the related payments);
  • Bonfyre has no liability or obligation in the case of damage to, theft of, misuse of, loss of, or inability to use a Reward that has been delivered as provided in Your Rewards Contract; and has no liability or obligation for any error or defect in the issuance of a Reward attributable to the Rewards Issuer; and
  • All Rewards Services will be provided remotely via teleconference or internet meeting and are deemed to take place in the State of Missouri.

Client representations and warranties

  • All Project Participants are at least 18 years of age. You have obtained all necessary consents from the Project Participants under Your internal polices and under applicable law and regulation.
  • Rewards shall be solely merchant branded (closed loop) codes and will not exceed $2,000 (or such other amount as Bonfyre may designate from time to time on 15-days advance notice in writing to You) to a single Designated Rewards Recipient in a single day;
  • Your execution, delivery and performance of Your  Rewards Contract, the access and use of the Rewards Services by You and the Project Participants and the ordering, issuance and redemption of Rewards pursuant thereto and the related payments will comply with all applicable laws and regulations, including but not limited to those pertaining to data security and privacy and to exchange control and financial supervision and regulation, and no filing or registration by any person with any governmental authority or supervisory body is required as a result thereof and will not subject Bonfyre to any regulation under any applicable law to which Bonfyre is not otherwise subject;
  • Neither You nor any Project Participant are (i) identified on any sanctions or export control list maintained by the U.S. government or any agency thereof, 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 OFAC, as well as the Denied Party List, Entity List, and Unverified List administered by BIS; nor (ii) located, organized or ordinarily resident in a country or territory that is subject to sanctions or embargoes by the U.S.; and
  • All information provided or made available by You or a Project Participant to Bonfyre will be accurate and complete when provided or made available.

Client agreements

  • You are responsible for all activities conducted by You or the Project Participants in connection with Your Rewards Contract and the Rewards Services and have obtained any necessary consents from the Project Participants under Your internal procedures and applicable law;
  • You will provide Bonfyre with information (as reasonably requested) to enable Bonfyre to comply with all applicable laws and regulations (domestic and foreign) as a condition for continued use of the Reward Services;
  • Neither You nor any Project Participant shall (i) resell, sublicense, lease, time-share, service bureau or otherwise make any part of the Bonfyre® Ecosystem available to any third party, (ii) attempt to gain unauthorized access to, or make copies of, or disrupt the integrity or performance of any part of the Bonfyre® Ecosystem or any of the information, output, data, compilations (or other works), insights or analyses generated or  contained therein or (iii) attempt to modify, enhance, adapt or create derivative works of or from, or attempt to decipher, decompile, disassemble, or reverse engineer, make copies or otherwise attempt to derive or duplicate, any of the software underlying, or used to provide, any part of the Bonfyre® Ecosystem;
  • You will use commercially reasonable efforts to ensure that no trojan, virus or other malicious code is introduced by Client or any Project Participant into Bonfyre’s computer and network environment.

Intellectual Property

You own and are responsible for the non-aggregated and non-anonymous content, data and information which is specifically identifiable with You (or a Project Participant) and is provided to, or received or collected by, Bonfyre in connection with the Rewards Services (“Client Data”); and Bonfyre shall follow Your lawful instructions with regard to the use, processing, deletion, access and change with regard to Client Data.

Bonfyre owns all right, title and interest in and to (i) all content, data, and information (except for Client Data) which is provided to, or received or collected by,  Bonfyre in connection with the Rewards Services, and all compilations and other works  generated, developed, created or  made, by Bonfyre or the Bonfyre® Ecosystem  in connection with Your Rewards Contract, the Rewards Services or with the access and use of any portion of the Bonfyre® Ecosystem in connection therewith; and (ii) the Bonfyre® Ecosystem, all underlying functionality, and each of the components and all related software and databases (in each case as now or hereafter constituted) and all compilations and other works generated, developed, created or  made by Bonfyre in connection therewith. The execution, delivery and performance of Your Rewards Contract, the ordering, issuance and redemption of Rewards (and the related payments)  and the delivery of the Rewards Services shall not create in You any right in any intellectual property of or claimed by Bonfyre and You disclaim, waive and release any and all work-for hire, ownership, license and analogous rights.

Confidentiality

You shall maintain the confidentiality of  Bonfyre Confidential Information, will not  make any use of Bonfyre’s Confidential Information other than as necessary in connection with Your Rewards Contract, and will not disclose any Confidential Information to any third party data. “Bonfyre Confidential Information” means any and all information disclosed to, or accessed by You, prior or subsequent to the execution of Your Rewards Contract, in whatever form or medium (including but not limited to oral, written, graphic, visual, computer-generated, or by inspection of tangible objects), identified as confidential, or which You know, or reasonably should know, based upon the nature of the information or the circumstances under which it was disclosed or accessed, to be considered confidential by Bonfyre but does not include any information which You can demonstrate by competent proof and contemporaneous documentary written evidence: (a) at the time of disclosure to  or access by You or subsequent thereto is or becomes publicly known and generally available to the public through no breach of these Terms; or (b) was at the time of disclosure or access by You previously known by You without any obligation to hold it in confidence as shown by Your files and records immediately prior to the time of disclosure or access.  All Confidential Information and any copies shall be promptly returned to Bonfyre (or destroyed if acceptable to Bonfyre) upon the end of the term, or earlier termination, of Your Rewards Contract.

Miscellaneous

Except as explicitly set forth in Your Rewards Contract, Bonfyre makes no warranties (express or implied). These Terms are incorporated by reference into Your Rewards Contract, control any conflicting terms in, and are in addition to, and not in limitation of, any of the terms in Your Rewards Contract and, together with Your Rewards Contract, are the entire agreement between You and Bonfyre with respect to the Rewards Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Bonfyre with respect thereto. These Terms and Your Rewards Contract  shall be governed by the internal laws of the State of Missouri, without regard to any conflicts of law provisions. You consent to the exclusive jurisdiction of the state and federal courts located within the City of St. Louis and/or County of St. Louis, State of Missouri over any dispute under these Terms or Your Rewards Contract and  waive any jurisdictional or venue defenses otherwise available to you.

A printed version of the Terms shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.