• Rewards Addendum

Simpplr Rewards Program Addendum

Last updated October 28, 2024

This Simpplr Rewards Program Addendum (“Addendum”) governs Your access to and use of the rewards program (“Program”) offered by Us. This Addendum is incorporated by reference into the Master Subscription Agreement (“Agreement”) entered into by You and Us, and constitutes Service-Specific Terms thereunder. Capitalized terms used in this Addendum but not defined herein will have the meanings given in the Agreement. The Program and the services and products associated with the Program constitute “Services” under the Agreement.

BY ACCEPTING THIS ADDENDUM, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR EXECUTING AN ORDER FORM THAT REFERENCES THIS ADDENDUM, YOU AGREE TO THE TERMS OF THIS ADDENDUM. IF YOU ARE ENTERING INTO THIS ADDENDUM ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (WHICH WILL BE DEEMED TO BE THE CASE IF YOU SIGN UP FOR THE SERVICES USING AN EMAIL ADDRESS FROM SUCH COMPANY OR ENTITY), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS ADDENDUM, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS ADDENDUM, YOU MUST NOT ACCEPT THIS ADDENDUM AND MAY NOT ACCESS OR USE THE PROGRAM.

1. Program Overview

1.1. The Program is a rewards and redemption feature that enables You to establish reward point (“Point”) allowances for Users through Our systems. You or Your Users can gift Points to a User. A User may redeem their Points through Our platform for an item of the User’s choice. Redemption options may change from time to time, and may include physical goods, experiences, digital gift cards, or digital not-for-profit donations. We do not guarantee Users will be able to redeem their Points for any specific type of reward. We reserve the right to change how Points are valued, redeemed, or expired at any time in our sole discretion, provided that, subject to the conditions under this Addendum, the amount we receive from you for the purchase of Points will remain redeemable by the Users for the same amount of value (in U.S. dollars). You and each User are solely responsible for any income tax, payroll withholding and other similar requirements as a result of the rewarding of Points to Users.

1.2. We make certain aspects of the Program available to You and Users through arrangements with third-party service providers (“Service Providers”). You authorize us to share Your Data and User’s data with Service Providers as necessary to provide the Program and pursuant to Our privacy policy. Service Providers are not parties to this Addendum; however, Service Providers may require You to agree to additional terms and conditions. If required by the Service Provider to do so, You agree to consent to the Service Provider’s additional terms and conditions promptly. If a Service Provider requests additional information about You or Users, You agree to provide the requested additional information to Us or the Service Provider promptly. Failure to do so can result in termination of this Addendum. We disclaim liability for any acts or omissions of a Service Provider. We reserve the right to change Service Providers at any time without notice to You. Such changes may result in a change in how Users can redeem Points.

1.3. You agree not to make any false or misleading statements about the Program to Users at any time. We are not liable for statements or promises You make about the Program in contravention of this Addendum or the terms and conditions Users agree to in relation to the Program (“User Rewards Terms”). You agree to inform the Users of the terms and features of the Program, and ensure all Users participating in the Program agree to the then-current terms of the User Rewards Terms. You remain liable for Your User’s participation in the Program, and You will indemnify and hold Us harmless against any claim, demand, suit or proceeding made or brought against Us by a User as a result of such User’s participation in the Program.

1.4. The Points are gifted and billed in US dollars. When a User’s payroll currency is different from US dollars, the User may redeem Points for goods or services in such local currency, and We will convert the value from US dollars using the currency exchange rate provided by Our Service Provider. We are not liable to You or any User for the loss or fluctuation of the value of Points due to currency conversion. In addition, certain merchants or gift card providers may charge Users a foreign transaction fee or service fee to use the redeemed products and services in a currency different from the currency in which they are issued.  Users are solely responsible for such fees.

1.5. From time to time, we may limit the amount of Point redemptions a User can request in any given period of time, determined in our sole discretion. We reserve the right to prohibit Users from certain geographic locations from accessing the Program or receiving or redeeming Points. You can find the up-to-date list of the prohibited locations here. We may update the list from time to time without notice to You. If You inform Us that any enrolled Users are relocated to a geographic location We do not support, at your option, We will refund you the value of unredeemed Points gifted to such Users pursuant to Section 4.

2. Payment

2.1. When You or a User gift a Point, You become immediately liable for payment to Us for the Point. Each month We will send You an invoice for the cost of all Points gifted from the 1st to the 15th of the month, and a second invoice for the cost of all Points gifted from the 16th to the last day of the month. Invoiced amounts are due to Us fifteen (15) days after the date of the invoice. Amounts past due under this Addendum shall be subject to the late payment penalties and recourse as set forth in the Agreement. In addition, to the extent any invoiced amount remains unpaid and past due, we may suspend our provision of the Program to You and Your Users and forfeit all Points that have been gifted in connection with Your participation in the Program.

2.2. You agree to pay Us in US dollars even if Points are associated with a User outside of the United States. If We enable You or Your Users to redeem Points in non-US dollars, we will use the foreign exchange rate of our choice. You acknowledge that Point values outside of the United States are subject to fluctuations and We do not guarantee Points will be valued as equal to any specific US dollar value.

2.3. We reserve the right to implement additional features and fees associated with the Program from time to time upon written notice to You. You agree to pay all such fees promptly in accordance with the terms of this Addendum and the Agreement.

2.4. We may change Our invoicing practices for the Program upon fifteen (15) days’ prior written notice to you. To continue participating in the Program, You will agree to such changes. 

3. Term and Termination

We reserve the right to suspend or terminate the Program, Your access to the Program, or a User’s participation in the Program at any time for any reason without prior notice. You may terminate Your access to the Program by providing Us with sixty (60) days’ prior written notice sent pursuant to the terms of the Agreement. Termination of the Agreement will result in termination of Your access to the Program.  Sections 1.2 through 1.5 and 2 through 7 of this Addendum will survive any termination.

4. Unused Points

4.1. If a User is no longer affiliated with You, You inform Us a User is no longer eligible for the Program because they are relocated to a geographic location We do not support, or You gifted a Point to a User in error, but a Points balance remains associated with that User, then the Points will be refunded to You for re-gifting on the first day of Our next fiscal quarter (i.e., February 1, May 1, August 1, and November 1), subject to a five percent (5%) service charge.

4.2. If You terminate this Addendum pursuant to Section 3 and Your Users have Points, such Users will be able to use the Points during the applicable sixty (60)-day notice period, but during this period gifting new Points will be prohibited. The value of any unused Points will be refunded to You, subject to a five percent (5%) service charge, to be paid on the first day of Our next fiscal quarter (i.e., February 1, May 1, August 1, and November 1).

4.3. If we terminate the Program or Addendum pursuant to Section 3 and You have not breached any obligation to Us under this Addendum, We will refund You the value of any unredeemed Points, free of charge, to be paid on the first day of Our next fiscal quarter (i.e., February 1, May 1, August 1, and November 1).

5. Warranties

Except as expressly provided herein, We do not make any warranty of any kind, whether express, implied, statutory, or otherwise, and We specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by applicable law. We disclaim all liability and indemnification obligations for any harm or damages caused by any third party.

6. Limitation of Liability

6.1. In no event shall the aggregate liability of Us together with all of Our affiliates, service providers, suppliers, and licensors arising out of or related to the Program or this Addendum exceed the total amount of subscription fees for the Program paid by You to Us during the six-month period prior to the occurrence of the event giving rise to Our liability. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability.

6.2. Exclusion of Consequential and Related Damages. In no event will either party or its affiliates or Our service providers, suppliers, and licensors have any liability arising out of or related to this Addendum for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.

7. Order of Precedence

In the event of a conflict or inconstancy between this Addendum and the Agreement, an Order Form, or the Documentation, the terms of this Addendum shall prevail.

8. Modifications

We may modify this Addendum at any time, and you should review this Addendum from time to time for any modifications. If You do not agree to the modifications, You may terminate Your access to the Program by providing Us with sixty (60) days’ prior written notice sent pursuant to the terms of the Agreement.  Your continued participation in the Program following a change or modification constitutes your agreement to the change or modification. 

9. Prohibited Countries for Points Redemption

As of the effective date of this agreement, points redemption is prohibited in the following countries:

  • Cuba
  • Iran
  • North Korea
  • Russia
  • Syria
  • Ukraine
  • Venezuela
  • Afghanistan
  • Belarus
  • Iraq
  • Yemen

This list is subject to change at any time without prior notice. Additional countries may be added or removed based on applicable sanctions, laws, or company policies. Users are responsible for ensuring compliance with the current list of prohibited countries, which may be updated periodically.

Click here to agree and accept the addendum