THESE REWARDS & RECOGNITION PROGRAM TERMS (THE “R&R TERMS”) GOVERN CLIENT’S ACCESS TO AND USE OF THE ZAYZOON REWARDS & RECOGNITION PROGRAM MADE AVAILABLE BY ZAYZOON US INC. (“ZAYZOON”). BY CLICKING TO ACCEPT THESE R&R TERMS OR BY OTHERWISE ACCESSING OR USING THE R&R PROGRAM, CLIENT AGREES TO BE BOUND BY THESE R&R TERMS, THE ZAYZOON CLIENT STANDARD TERMS LOCATED AT WWW.ZAYZOON.COM/CLIENTTERMS-USA (THE “STANDARD TERMS”), AND ANY APPLICABLE ORDER FORM. THESE R&R TERMS ARE INCORPORATED INTO AND FORM A PART OF THE AGREEMENT BETWEEN CLIENT AND ZAYZOON.

CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN HAVE THE MEANINGS GIVEN IN THE STANDARD TERMS OR THE APPLICABLE ORDER FORM. IN THE EVENT OF A CONFLICT BETWEEN THESE R&R TERMS AND THE STANDARD TERMS WITH RESPECT TO THE R&R PROGRAM, THESE R&R TERMS CONTROL.

ARTICLE 1 — INTERPRETATION

1.1 Defined Terms.

As used in these R&R Terms:

"Catalog" means the U.S. catalog of Gift Cards and other Rewards made available through a Prizeout-powered marketplace experience, as updated from time to time by Prizeout or another catalog provider.

"Credits" means non-cash, closed-loop units issued by ZayZoon and redeemable solely for items in the Catalog through the R&R Program in accordance with these R&R Terms. Each Credit has a face value of one United States dollar (US$1.00) solely for purposes of pricing and redemption. Credits are not legal tender, are not money, are not a deposit, do not bear interest, and are not redeemable for cash.

"Credit Balance" means the aggregate face value of unredeemed Credits then held in Client’s R&R Account or assigned to a Recipient, as applicable.

"Gift Card" means a closed-loop gift card, merchant credit, promotional value, or similar instrument issued or provided by a third-party merchant or catalog partner and made available through the Prizeout marketplace or another Catalog provider.

"Issuance" means the allocation by Client (or by an authorized user on behalf of Client) of Credits from Client’s R&R Account to a designated Recipient as a Reward.

"R&R Account" means the Client account within the R&R Program that reflects Client’s Credit Balance and activity.

"R&R Program" means the U.S.-only ZayZoon Rewards & Recognition product offered through the Platform, which permits Client to purchase Credits from ZayZoon and allocate Credits to Recipients for redemption against the Catalog.

"Recipient" means an individual designated by Client (typically an employee or contractor of Client) to receive a Reward through the R&R Program. For clarity, a Recipient is distinct from a User as defined in the Standard Terms, and the R&R Program is separate from the Service.

"Reward" means an Issuance of Credits to a Recipient by Client.

1.2 Incorporation. The Standard Terms apply to Client’s use of the R&R Program except where expressly modified by these R&R Terms.

ARTICLE 2 — THE R&R PROGRAM

2.1 Program Description. The R&R Program allows Client to (a) purchase Credits from ZayZoon on a dollar-for-dollar basis, (b) allocate Credits to Recipients as Rewards, and (c) enable Recipients to redeem Credits for items in the Catalog through an iframe, webview, embedded experience, redirect, or similar Prizeout-powered marketplace flow. ZayZoon engages Prizeout as its gift card marketplace and catalog partner and may use Prizeout or another third-party catalog, marketplace, or fulfillment partner to facilitate redemptions through relationships with merchants. ZayZoon is the issuer of the Credits; ZayZoon is not the issuer of any Gift Card or other item in the Catalog.

2.2 Eligibility. The R&R Program is offered solely in the United States to Clients with an active Agreement in good standing. ZayZoon may decline, suspend, or terminate Client’s access to the R&R Program at any time in its reasonable discretion.

2.3 Modifications to Catalog and Program. The Catalog is subject to change. Particular merchants, denominations, Rewards, redemption methods, and related terms may be added, removed, or modified by ZayZoon, Prizeout, or another catalog partner at any time. ZayZoon does not warrant the continued availability of any particular merchant, denomination, Reward, or Catalog item.

ARTICLE 3 — PURCHASE OF CREDITS

3.1 Purchase. Client may purchase Credits from ZayZoon through the R&R Program using a payment method accepted by ZayZoon. Each Credit purchased has a purchase price of US$1.00 (exclusive of any applicable program fees). Upon ZayZoon’s receipt of cleared funds for a purchase of Credits, the Credits are deemed issued to Client’s R&R Account and title to the funds paid passes to ZayZoon.

3.2 Nature of Purchase.

Client acknowledges and agrees that:

(a) Client’s purchase of Credits is a purchase of closed-loop stored value, not a deposit, loan, custody arrangement, trust, escrow, or transfer of funds for the benefit of any third party;

(b) upon payment for Credits, the funds paid become ZayZoon’s property and the corresponding Credits become Client’s closed-loop stored value held against ZayZoon’s redemption obligation; and

(c) Client has no claim against ZayZoon for return of the purchase price of Credits except as expressly set forth in these R&R Terms.

3.3 Program Fees. ZayZoon may charge program fees in addition to the face value of Credits, as set forth in the applicable Order Form or pricing schedule. Program fees are non-refundable.

3.4 Taxes. Client is responsible for all taxes (other than ZayZoon’s income taxes) imposed on Client’s purchase of Credits or use of the R&R Program. ZayZoon will collect and remit applicable sales and use taxes only where required by law and as separately set forth on the invoice or pricing.

ARTICLE 4 — ISSUANCE AND REDEMPTION

4.1 Issuance to Recipients. Client may direct ZayZoon to allocate Credits from its R&R Account to designated Recipients. Each Issuance debits the Credit Balance in Client’s R&R Account by the face value of the Credits issued and creates a corresponding Reward available to the Recipient.

4.2 Per-Recipient Limit. The face value of unredeemed Credits held by any single Recipient may not exceed US$1,999 at any time. Client is responsible for configuring its Issuances to comply with this limit. ZayZoon may decline or reverse any Issuance that would cause a Recipient’s unredeemed Credit Balance to exceed this limit.

4.3 Recipient Redemption. Recipients may redeem allocated Credits solely for items in the Catalog. Once a Recipient selects an item from the Catalog and completes redemption, Prizeout or another catalog partner facilitates issuance of the selected Gift Card or Reward by the applicable merchant. ZayZoon does not issue, and is not responsible for, any Gift Card or merchant reward delivered to a Recipient through the Catalog.

4.4 Recipient Terms. Recipients may be required to accept separate terms of use applicable to their access to the R&R Program and the Catalog, including recipient-facing terms, Prizeout’s or another catalog partner’s terms, and the issuing merchant’s terms. Those terms govern the Gift Cards and related redemption, use, expiration, restrictions, customer support, and other post-redemption issues. Client will not represent to Recipients that Credits constitute cash, wages, deposits, money, or any property right beyond a right to redeem for items in the Catalog in accordance with these R&R Terms and any applicable Recipient terms.

ARTICLE 5 — RESTRICTIONS ON CREDITS

5.1 Closed-Loop, Non-Cashable.

Credits are not money. Credits cannot be:

(a) redeemed for, exchanged for, or withdrawn as cash, ACH, wire, check, prepaid debit, peer-to-peer payment, or any cash equivalent;

(b) transferred between Clients, between R&R Accounts, between Recipients, or to any third party other than as expressly permitted (Issuance from Client to Recipient, redemption by Recipient for a Catalog item);

(c) used to satisfy any debt or obligation other than a redemption against the Catalog;

(d) loaded onto, transferred to, or used in connection with the Service (including any Payout or wage access feature offered by ZayZoon), or otherwise moved outside the R&R Program; or

(e) sold, assigned, pledged, encumbered, or used as collateral.

5.2 No Custody or Money Transmission. The R&R Program is limited to Client’s purchase of closed-loop Credits from ZayZoon and redemption of those Credits through the Catalog. ZayZoon does not hold funds in custody, trust, or escrow for Client or any Recipient. Other than ZayZoon’s issuance of and redemption obligation for Credits as expressly described in these R&R Terms, the R&R Program does not involve money transmission, money services, deposit-taking, or payment processing services.

5.3 Client Compliance. Client will not (and will not permit any person acting on its behalf to) use the R&R Program in any manner that would: (a) circumvent the restrictions in Section 5.1; (b) issue Credits to a person who is not a bona fide Recipient as defined herein; or (c) violate Applicable Law (including economic sanctions and anti-money-laundering laws). Client will screen its Recipients against applicable sanctions lists prior to Issuance to the extent required by Applicable Law.

ARTICLE 6 — EXPIRATION, RETURN, AND TERMINATION

6.1 Expiration of Unallocated Credits. Credits that have been issued to Client’s R&R Account but not allocated to a Recipient expire five (5) years after issuance to Client’s R&R Account, unless a longer period or different treatment is required by Applicable Law. Where commercially reasonable, ZayZoon will provide Client advance notice of pending expirations through the Dashboard, by email, or by other reasonable means. Credits are not transferable to another period and have no value upon expiration except as expressly required by Applicable Law.

6.2 Recipient Credit Availability.

(a) Recipient Availability Period. Credits allocated to a Recipient remain available for redemption by that Recipient for twelve (12) months after Issuance. After that period, Credits that have been allocated but not redeemed will be returned to Client’s R&R Account rather than forfeited at the Recipient level.

(b) Applicable Law Overrides. The twelve (12)-month Recipient availability period and return-to-Client default in this Section 6.2 yield to Applicable Law where (i) Applicable Law requires a longer Recipient availability period, a different treatment of unredeemed allocated Credits, or treatment of allocated Credits as the property of the Recipient, or (ii) ZayZoon determines that another treatment is required or advisable under Applicable Law.

(c) Interaction with Employer-Level Expiration. Credits returned to Client’s R&R Account under this Section 6.2 remain subject to the original employer-level expiration date in Section 6.1, the Applicable Law overrides in this Section, and Section 6.4. Return to Client’s R&R Account does not restart, extend, or create a new or indefinite expiration period unless ZayZoon expressly agrees in writing. A valid Issuance to a Recipient before the employer-level expiration date may remain available to that Recipient for the full twelve (12)-month Recipient availability period even if that period extends beyond the employer-level expiration date; Credits that later return to Client’s R&R Account after the employer-level expiration date may be expired or otherwise administered by ZayZoon under Sections 6.1 and 6.4 and Applicable Law.

(d) Post-Redemption. This Section 6.2 governs Credits and Rewards before redemption through the Catalog only. Any Gift Card or other item obtained through the Catalog is governed by the applicable catalog partner and merchant terms, not by these R&R Terms.

6.3 Effect of Termination.

Upon termination of the Agreement or termination of Client’s access to the R&R Program for any reason:

(a) Ordinary termination; wind-down and refund. If termination occurs at the end of the applicable term or is initiated by either Party for convenience or by ZayZoon for any reason other than Client’s material breach of the Agreement or these R&R Terms, ZayZoon will provide a sixty (60)-day wind-down period after the termination effective date during which (i) unexpired Credits in Client’s R&R Account may continue to be allocated to Recipients, and (ii) allocated Credits may be redeemed through the Catalog, in each case unless ZayZoon determines that continued access would violate Applicable Law or create security, fraud, sanctions, or material operational risk. At the end of the wind-down period, any Credits remaining unredeemed (whether or not previously allocated) will cease to be available for allocation or redemption and will be returned to Client’s R&R Account, and ZayZoon will refund the face value of those Credits to Client within an additional sixty (60) days, via the original payment method or such other method as ZayZoon may reasonably select, except to the extent Applicable Law requires another treatment under Section 6.4.

(b) Termination by Client for ZayZoon’s material breach. If termination is initiated by Client for ZayZoon’s uncured material breach of the Agreement or these R&R Terms, all unredeemed Credits (whether or not previously allocated) will cease to be available for allocation or redemption as of the termination effective date and will be returned to Client’s R&R Account, and ZayZoon will refund the face value of those Credits to Client within sixty (60) days after termination, via the original payment method or such other method as ZayZoon may reasonably select, except to the extent Applicable Law requires another treatment under Section 6.4.

(c) Termination for Client breach or unlawful use. If termination is initiated by ZayZoon for Client’s material breach, fraud, sanctions concern, unlawful use, or use of the R&R Program in a manner that materially increases legal or regulatory risk, ZayZoon may suspend access immediately and all unredeemed Credits expire and are forfeited as of the termination effective date with no refund, except to the extent prohibited by Applicable Law.

(d) Program-only termination. Termination of access to the R&R Program does not, by itself, terminate the Standard Terms or the broader Agreement; Client’s access to the Service may continue in accordance with the Standard Terms.

6.4 Breakage; Applicable-Law Administration. Forfeited Credits are not a liability of ZayZoon, do not give rise to any claim by Client or any Recipient, and are retained by ZayZoon as breakage, except to the extent Applicable Law requires otherwise. ZayZoon may extend, refund, escheat, remit, suspend, reverse, reissue, or otherwise administer Credits, Rewards, or related balances as ZayZoon determines is required or advisable under Applicable Law, including unclaimed property, gift card, consumer protection, sanctions, and tax laws.

ARTICLE 7 — TAX, WAGE, AND REPORTING RESPONSIBILITIES

7.1 Sole Responsibility of Client.

Client acknowledges that Rewards issued through the R&R Program to a Recipient who is an employee, independent contractor, or other service provider of Client may constitute taxable income, wages, fringe benefits, or other reportable compensation to the Recipient under federal, state, and local tax laws. As between ZayZoon and Client, Client is solely responsible for:

(a) determining the tax treatment of any Reward;

(b) reporting Rewards as required on Forms W-2, 1099, or any other applicable federal, state, or local information return;

(c) withholding, depositing, and remitting all applicable income, employment, payroll, FICA, FUTA, state, and local taxes associated with Rewards;

(d) complying with all wage, payroll, recordkeeping, and notice requirements under Applicable Law in connection with Rewards;

(e) determining whether any Reward is subject to any de minimis fringe benefit, employee achievement award, or other exclusion or deduction under the Internal Revenue Code or applicable state or local tax law; and

(f) any tax, penalty, interest, or other liability imposed on Client, the Recipient, or any other party arising from or relating to the treatment of any Reward.

7.2 No ZayZoon Reporting. ZayZoon does not provide tax advice, does not determine the tax treatment of Rewards, does not withhold or remit taxes on Rewards, and does not file information returns relating to Rewards. Client will not represent to any Recipient or any taxing authority that ZayZoon performs any of the foregoing.

7.3 Client Indemnification of ZayZoon for Tax Matters. In addition to the indemnification obligations set forth in the Standard Terms, Client will defend, indemnify, and hold harmless ZayZoon, its affiliates, and their respective directors, officers, employees, and agents from and against any claim, action, proceeding, tax assessment, penalty, interest, fine, damages, or cost (including reasonable attorneys’ fees) arising out of or related to (a) the tax treatment of Rewards, (b) Client’s failure to satisfy any withholding, reporting, or remittance obligation in connection with Rewards, or (c) any claim by a Recipient or third party that ZayZoon is responsible for any tax, wage, or reporting obligation in connection with Rewards. This indemnity is not subject to the Limitation of Liability in Article 10 of the Standard Terms.

ARTICLE 8 — THIRD-PARTY GIFT CARDS AND CATALOG

8.1 Merchant Issuance. Gift Cards and merchant Rewards delivered through the Catalog are issued or provided by the applicable third-party merchant, Prizeout, or another catalog partner, not by ZayZoon. ZayZoon does not warrant or guarantee any Gift Card or merchant Reward. Gift Cards are subject to the terms and conditions of the issuing merchant, Prizeout, and any applicable catalog partner, including any expiration dates, fees, usage restrictions, support processes, or redemption limitations imposed by them.

8.2 Catalog Partner. Prizeout is ZayZoon’s gift card marketplace and catalog partner for the R&R Program, and Prizeout or another catalog or fulfillment partner is responsible for facilitating issuance or delivery of Gift Cards from the applicable merchants to Recipients. ZayZoon does not have access to or control over all catalog partner, merchant, or Gift Card terms and is not responsible for the acts or omissions of any catalog partner or merchant.

8.3 No Open-Loop Cards. Unless otherwise expressly identified in the Catalog or an applicable Order Form, the R&R Program offers only closed-loop merchant gift cards (redeemable only at the issuing merchant or a defined set of merchants) and does not offer open-loop, network-branded prepaid cards (e.g., Visa, Mastercard, American Express, Discover prepaid cards) usable as general-purpose cash equivalents.

8.4 Customer Support. Customer support for issued Gift Cards (including lost, stolen, damaged, defective, or non-functional cards) is the responsibility of the issuing merchant, Prizeout, or the applicable catalog partner. ZayZoon will provide reasonable assistance in routing such support requests but is not responsible for resolution after Catalog redemption.

ARTICLE 9 — DISCLAIMERS AND LIMITATIONS

9.1 R&R Program Disclaimers. In addition to the disclaimers in the Standard Terms, ZayZoon makes no representation or warranty regarding (a) the availability or pricing of any Catalog item, (b) the tax treatment of any Reward, (c) the regulatory characterization of Credits or any Reward except as expressly stated by ZayZoon, or (d) the suitability of the R&R Program for any particular use case or employee population.

9.2 Limitation of Liability.

The Limitation of Liability set forth in Article 10 of the Standard Terms applies to the R&R Program. For the avoidance of doubt:

(a) ZayZoon’s obligation to provide any wind-down access or refund under Section 6.3(a) or 6.3(b) is a contractual wind-down obligation and is not subject to the cap on liability in Article 10 of the Standard Terms.

(b) Client’s tax indemnification obligation under Section 7.3 is not subject to the cap on liability in Article 10 of the Standard Terms.

(c) All other claims arising out of or relating to the R&R Program are subject to the cap on liability in Article 10 of the Standard Terms.

ARTICLE 10 — MISCELLANEOUS

10.1 Order of Precedence. In the event of conflict, the order of precedence is: (i) the applicable Order Form (with respect to R&R Program-specific commercial terms), (ii) these R&R Terms, (iii) the Standard Terms, and (iv) any other policy or document referenced herein.

10.2 Modification. ZayZoon may modify these R&R Terms from time to time by posting an updated version at the URL where these R&R Terms are hosted. Continued use of the R&R Program after the effective date of any modification constitutes acceptance of the modified terms. Modifications that materially reduce Client’s rights or materially increase Client’s obligations will be communicated to Client in writing (which may include email) at least thirty (30) days in advance of the effective date.

10.3 Survival. The following provisions survive termination of these R&R Terms or the Agreement: Article 1 (Interpretation), Section 3.2 (Nature of Purchase), Section 5.1 (Closed-Loop, Non-Cashable), Section 5.2 (No Custody or Money Transmission), Sections 6.1 (Expiration of Unallocated Credits), 6.2 (Recipient Credit Availability), 6.3 (Effect of Termination), and 6.4 (Breakage; Applicable-Law Administration) with respect to Credits issued or events occurring at or before termination, Article 7 (Tax, Wage, and Reporting Responsibilities), Article 9 (Disclaimers and Limitations), and this Article 10.

10.4 Entire Agreement; Relationship to Standard Terms. These R&R Terms, together with the Standard Terms and the applicable Order Form, constitute the entire agreement between the Parties with respect to the R&R Program and supersede all prior or contemporaneous communications regarding the same subject matter.