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BONUSLY TERMS AND CONDITIONS OF SERVICE

Updated: August 31th, 2021

Welcome to Bonusly. The Bonusly website (the "Site") provides information about
Bonusly and Bonusly’s peer-to-peer recognition service (the “Service”). For
Bonusly registered users, the Site, together with Bonusly’s mobile app (the
“App”) and application programming interface (the “API”), also provides a
platform and tools for using the Service and is considered a part of the
Service.


1. ACCEPTANCE OF TERMS AND CONDITIONS OF SERVICE.

Smartly, Inc. (d/b/a "Bonusly") provides the Site and the Service, including the
App, the API and any functionality and services offered on or through the Site
and the Service, to you subject to these Terms and Conditions of Service (this
“TOS”).

This TOS includes Bonusly’s Privacy Policy, which explains how Bonusly collects,
uses and protects data from visitors to the Site and users of the Service. If
you do not agree with any part of this TOS, you may not use the Site or the
Service in any way. Your use of the Site indicates your acceptance of this TOS.
Use of the App and certain portions of the Site are only available to Bonusly
registered users. If you are a Bonusly registered user, your use of the Site and
the Service is conditioned on your acceptance of these TOS. If your organization
has entered into a commercial agreement with Bonusly, including any agreement or
addendum related to the protection of personal data (a “Customer Agreement”),
then (i) the terms of the Customer Agreement govern the relationship between
your organization and Bonusly, and this TOS governs your individual use of the
Site and the Service, and (ii) if there is any conflict between this TOS and the
Customer Agreement, the Customer Agreement will take precedence over this TOS.


2. SITE ACCESS AND ACCOUNT SECURITY.

Bonusly grants you a limited, non-exclusive, non-transferable, revocable license
to (i) access and use the Site and, (ii) if you are a registered user, to access
and use the Service through your browser, the App or an Integration (defined
below) during the subscription term set forth in an applicable Order (defined
below), in accordance with this TOS and any Customer Agreement between you and
Bonusly only for your personal or internal business purposes.

From time to time, Bonusly may make available to its customers and their users
certain API, which may include browser or other application plugins, sample
code, and related documentation and other related materials. If you are a
registered user that is an organization, then you may use the API for your
internal business purposes to develop or enable web or other software services
or applications (“Integrations”) that will communicate and interoperate with the
Service. Notwithstanding anything in this TOS or other agreement between you and
Bonusly to the contrary, the API is provided “as is,” and Bonusly makes no
representation or warranty of any kind in connection with the API, including
without limitation any representation or warranty that the API, Integrations, or
any products or results of the use of the API or Integrations will meet your
requirements, achieve any intended result, be compatible or work with any third
party’s or your software, systems or other services.

You will pay all fees and at the due dates set forth in the applicable Order for
the Service. “Order” means any order placed by you (including, without
limitation, accepting a quote or proposal via an online form or in writing) for
purchase of a subscription to the Service. If you fail to pay any fees at the
due dates or any recurring fees required under the applicable Order, then you
will not be permitted to use the Service. All payment obligations are
non-cancelable and all amounts paid are non-refundable, except for amounts paid
in error that are not actually due under the applicable Order. Except as
otherwise expressly specified in an applicable Order, fees and other charges
described in the applicable Order do not include federal, state or local sales,
foreign withholding, use, property, excise, service, or similar taxes (including
any sales or value added taxes) (“Taxes”) now or hereafter levied, all of which
are your responsibility.

If you are an organization that is a Bonusly customer, then you may designate
authorized users of your organization’s account. Your authorized users will have
the ability to access your organization’s account and to take any actions that
users are authorized to take under this TOS and any applicable Customer
Agreement.

If you are an organization, you hereby represent and warrant that: (a) you have
taken all necessary corporate action to authorize your agreement to these TOS
and have granted the person agreeing to these TOS on your behalf, sufficient
authority to bind you to these TOS; and (b) you are solely responsible for your
authorized users’ access to and use of the Service or Site, and you will ensure
that they comply with these TOS. If you establish or are given a user account as
an employee or contractor of an organization that is a Bonusly customer, you
represent that you are authorized by your organization to do so, and you agree
to use the Site and the Service solely as authorized by your organization.

To access certain areas of the Site and the Service, you may be asked or
required to provide certain registration details or other information. It is a
condition of your use of the Site and the Service that all such details and
information that you provide be correct, current and complete. You expressly
agree that all information you provide to register with Bonusly is subject to
the terms of Bonusly’s Privacy Policy, and you consent to all actions we take
with respect to your information consistent with Bonusly’s Privacy Policy.

If you choose or are provided with a user name, password or any other
information as part of the security features of the Site or the Service, you
agree to treat such information as confidential, and you agree not to disclose
it to any other person or entity. You user account, if applicable, is personal
to you, and you agree not to provide any other person with access to the Site or
the Service through your user account. You agree to notify Bonusly immediately
if you become aware of any unauthorized access or use of your user name,
password or other security information.

Bonusly reserves the right to prevent access to the Site and the Service by any
unauthorized user, or any user who Bonusly has reason to believe is in breach of
this TOS.


3. INTELLECTUAL PROPERTY RIGHTS; TRADEMARKS.

Except as otherwise expressly stated in this TOS, the Site and the Service, and
their entire contents, features and functionality (including, but not limited
to, all information, software, text, displays, images, media, and the design,
selection and arrangement thereof), are owned by Bonusly, its licensors or other
providers of such materials and are protected by United States and international
copyright, trademark, patent, trade secret and other intellectual property or
proprietary rights laws. No right, title or interest in or to the Site or any
part of the Service is transferred to you, and all rights not expressly granted
to you in this TOS are reserved by Bonusly.

Without limiting the foregoing paragraph, the name Bonusly, the Bonusly logo and
all other trademarks, logos, product and service names, designs and slogans
("Marks") displayed on the Site or through the Service are trademarks of Bonusly
or its licensors. You must not use any Marks for any purpose without prior,
written permission from Bonusly or its applicable licensor.


4. USER CONTENT.

Portions of the Site and the Service include interactive features, such as
messaging functions (peer bonuses and other forms of employee recognition),
comment features, personalized areas, and profiles that allow registered users
to post, display or transmit messages, content and other materials
(collectively, "User Content").

Bonusly is under no obligation to review any User Content and assumes no
responsibility or liability relating to any User Content. Bonusly may block,
reject and/or remove any User Content at any time.

You represent and warrant that you own or control all rights in and to all User
Content that you post, display or transmit through the Site or the Service and
that you have the right to grant the license granted below to us and our
licensees, successors and assigns. You also represent and warrant that all of
your User Content does and will comply with this TOS. You understand and
acknowledge that you are responsible for any User Content you submit or
contribute, and you, not Bonusly, shall be liable for such User Content,
including its legality, reliability, accuracy and appropriateness.

Any User Content you post, display or transmit through the Site or the Service
may be visible to other authorized users within your organization’s account. By
providing any User Content, you grant to Bonusly and its licensees, successors
and assigns the right to use, reproduce, modify, perform, display, and
distribute any such User Content, but only for (i) purposes of operating and
providing the Site and the Service to you and to your organization and other
authorized users in your organization, if applicable according to your account
settings or the terms of your organization’s Customer Agreement, and (ii)
Bonusly's internal business purposes, including without limitation for analyzing
usage of and improving its Site and the Service.


5. MONITORING AND ENFORCEMENT; TERMINATION.

You understand and acknowledge that Bonusly has the right to:

 * Remove or refuse to post or transmit any User Content for any or no reason in
   its sole discretion.
 * Take any action with respect to any User Content that Bonusly deems necessary
   or appropriate in its sole discretion, including if Bonusly believes that
   such User Content violates this TOS, infringes any intellectual property
   right or other right of any person or entity, threatens the personal safety
   of users of the Site or the Service or could create liability for Bonusly or
   its customers or other users.
 * Disclose your identity or other information about you to any third party who
   claims that material posted by you violates their rights, including their
   intellectual property rights or their right to privacy.
 * Take appropriate legal action, including without limitation, referral to law
   enforcement, for any illegal or unauthorized use of the Site or the Service.
 * Terminate or suspend your access to all or part of the Site or the Service,
   including for any violation of this TOS, subject to the termination
   provisions of any applicable Customer Agreement between your organization and
   Bonusly.

Without limiting the foregoing, Bonusly has the right to cooperate with any law
enforcement authorities or court order requesting or directing Bonusly to
disclose the identity or other information of anyone posting any materials on or
through the Site or the Service.


6. PROHIBITED USES.

In accessing and using the Site and the Service, you agree not to reproduce,
distribute, modify, create derivative works of, publicly display, publicly
perform, republish, download, store or transmit any portion of the Site or any
material on the Site, except that (i) your computer or device may temporarily
store copies of such materials in memory incidental to your accessing, viewing
or posting such materials, (ii) you may store files that are automatically
cached by your browser for display purposes, (iii) if Bonusly provides you with
a mobile or other application for download, you may download a single copy to
your computer or device solely for your own personal use, subject to this TOS,
and (iv) if Bonusly provides you with access to interactive features of the Site
and the Service, you may take such actions as are enabled by such features.

In addition, in connection with your use of the Site and the Service you agree
not to:

 * Download or copy the Site or any content or account information for the
   benefit of another vendor or any other third party.
 * Cache or create, post or transmit any unauthorized hypertext links to the
   Site or frame any part of the Site or any content.
 * Post, transmit or link to any User Content that you do not have a right to
   make available (such as material that infringes any patent, trademark, trade
   secret, copyright or other intellectual property rights or any other person).
 * Post, transmit or link to any material that contains software viruses or any
   other computer code, files or programs designed to interrupt, destroy or
   limit the functionality of any computer software or hardware or
   telecommunications equipment.
 * Use any data mining, robots, spiders or other automatic devices, processes or
   means to access, monitor or copy any part of the Site or any materials made
   available on the Site or through the Service.
 * Bypass any measures used by Bonusly to prevent or restrict access to the Site
   or the Service.
 * Post, transmit or link to any material that is deceptive, defamatory,
   obscene, indecent, abusive, offensive, harassing, sexually explicit,
   discriminatory or otherwise objectionable.
 * Violate any applicable federal, state, local or international law or
   regulation (including, without limitation, any laws regarding data privacy or
   the export of data or software to and from the U.S. or other countries).
 * Post, transmit or link to any confidential, personal data not otherwise
   specifically required to use any feature of the Site or the Service,
 * Exploit, harm or attempt to exploit or harm minors in any way.
 * Post, transmit, link to, knowingly receive, download, use or re-use any
   material which does not comply with the User Content requirements set out in
   this TOS or in violation of Bonusly’s Privacy Policy.
 * Use the Site or the Service in any way to express or comment on any political
   point of view or to contact or communicate with anyone who does not know you
   or would be unlikely to recognize you as a known contact.
 * Post, transmit or link to any advertising or promotional material, except
   solely in connection with the peer-recognition functionality of the Site and
   the Service to other users in your organization, to the extent intended by
   Bonusly and your organization.
 * Post, transmit or link to chain letters or other repetitive communications,
   comments or materials, including without limitation communications to
   distribution lists, newsgroup aliases or group aliases.
 * Impersonate or attempt to impersonate Bonusly, a Bonusly employee, another
   user or any other person or entity, or create any impression of endorsement
   by Bonusly, or any other person without such person’s express written
   consent.
 * Engage in any other conduct that restricts or inhibits anyone's use or
   enjoyment of the Site or the Service, or which, as determined by Bonusly, may
   harm Bonusly or other users of the Site or the Service.
 * Use the Site or the Service in any manner that, in Bonusly’s sole
   determination, could disable, overburden, damage, or impair the Site or the
   Service or interfere with any other party's use of the Site or the Service.
 * Otherwise attempt to interfere with the proper working of the Website.


7. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.

BONUSLY WILL USE COMMERCIALLY REASONABLE EFFORTS CONSISTENT WITH PREVAILING
INDUSTRY STANDARDS TO MAINTAIN THE SITE AND THE SERVICES IN A MANNER WHICH SEEKS
TO MINIMIZE ERRORS AND INTERRUPTIONS TO THE SERVICES. EXCEPT FOR THE FOREGOING
LIMITED WARRANTY, AND ANY WARRANTY CONTAINED IN YOUR ORGANIZATION’S CUSTOMER
AGREEMENT, IF ANY, YOUR USE OF THE SITE, ITS CONTENT, AND THE SERVICES OR ITEMS
OBTAINED THROUGH THE SITE OR THE SERVICES IS AT YOUR OWN RISK, AND THE SITE, ITS
CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY OTHER WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED. NEITHER BONUSLY NOR ANY PERSON ASSOCIATED WITH
BONUSLY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS,
SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE OR THE
SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER THE BONUSLY NOR ANYONE
ASSOCIATED WITH BONUSLY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, THE
SERVICE OR ANY ITEMS OBTAINED THROUGH THE SITE OR THE SERVICE WILL BE ERROR-FREE
OR UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE
SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

BONUSLY HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED
UNDER APPLICABLE LAW.

EXCEPT AS EXPRESSLY SET FORTH IN YOUR ORGANIZATION’S CUSTOMER AGREEMENT, IF ANY,
AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL
BONUSLY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES,
AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL
THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE
SITE, THE SERVICE, OR ANY CONTENT MADE AVAILABLE ON THE SITE OR THROUGH THE
SERVICE, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF
BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA,
REGARDLESS OF THE CAUSE OF ACTION (INCLUDING TORT AND BREACH OF CONTRACT OR
OTHERWISE), EVEN IF FORESEEABLE, AND WHETHER OR NOT BONUSLY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. BONUSLY’S LIABILITY FOR DIRECT DAMAGES, IF ANY,
SHALL IN THE AGGREGATE BE LIMITED TO THE AMOUNTS PAID BY YOU TO BONUSLY IN THE
12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO SUCH LIABILITY.


8. INDEMNITY.

You agree to defend, indemnify and hold harmless Bonusly (and its officers,
directors, employees, agents, affiliates, contractors, licensors, suppliers,
successors and assigns) from and against any claims, demands, liabilities,
damages, judgements, awards, losses, costs (including reasonable attorneys’
fees), arising out of or relating to your breach of this TOS, including, but not
limited to, your User Content, your violation of any applicable law or the
rights of a third party, or your use of the Site or the Service other than as
expressly authorized by Bonusly.


9. ELECTRONIC COMMUNICATION.

You consent to receive communications electronically from Bonusly and its
affiliates and partners. Bonusly will communicate with you by email or by
posting notices on the Site. You agree that all agreements, notices, disclosures
and other communications that are provided to you electronically satisfy any
legal requirement that such communications be in writing.


10. LINKS.

The Site or third parties may provide links to other Websites or resources.
Because Bonusly has no control over such sites and resources, you acknowledge
and agree that Bonusly is not responsible for the availability of such external
sites or resources and does not endorse and is not responsible or liable for any
content, advertising, products or other materials on or available from such
sites or resources. You further acknowledge and agree that Bonusly shall not be
responsible or liable, directly or indirectly, for any damage or loss caused or
alleged to be caused by or in connection with use of or reliance on any such
content, goods or services available on or through any such site or resource.


11. CHANGES TO THIS TOS.

Bonusly reserves the right to revise this TOS at any time and in Bonusly's sole
discretion. Bonusly will indicate at the top of this TOS the date it was last
revised. Any changes will be effective immediately upon posting the revised
version (or such later effective date as may be indicated at the top of the
revised TOS). It is your responsibility to regularly check the Site to determine
if there have been changes to this TOS and to review such changes. Your
continued use of the Site and/or the Service following the posting of any
changes to this TOS will constitute your acceptance of any such changes. If you
do not agree to the changes, you must stop using the Site and the Service.


12. PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT.

Bonusly respects the intellectual property of others, and we expect our users to
do the same. If you believe that your work has been copied in a way that
constitutes copyright infringement, please contact Bonusly’s Copyright Agent at
support@bonus.ly and provide the following information:

 1. an electronic or physical signature of the person authorized to act on
    behalf of the owner of the copyright or other intellectual property
    interest;
 2. a description of the copyrighted work or other intellectual property that
    you claim has been infringed;
 3. a description of where the material that you claim is infringing is located
    on the Site;
 4. your address, telephone number, and email address;
 5. a statement by you that you have a good faith belief that the disputed use
    is not authorized by the copyright owner, its agent, or the law;
 6. a statement by you, made under penalty of perjury, that the above
    information in your notice is accurate and that you are the copyright or
    intellectual property owner or authorized to act on the copyright or
    intellectual property owner's behalf.
 7. Bonusly’s agent for notice of claims of copyright or other intellectual
    property infringement can be reached as follows:
    By email: support@bonus.ly


13. MISCELLANEOUS.

If any provision of this TOS is deemed by a competent court to be invalid, void,
or unenforceable, the parties agree that the court should endeavor to give
effect to the parties’ intentions as reflected in the applicable provision, and
any unenforceable provision shall be deemed severable and shall not affect the
validity and enforceability of any remaining provision. From time to time
Bonusly may offer special promotional offers which may or may not apply to your
Bonusly account. Headings are for reference purposes only and do not limit the
scope or extent of such section. This TOS and the relationship between you and
Bonusly will be governed by the laws of the state of Delaware without regard to
its conflict of law provisions. You and Bonusly agree to submit to the personal
jurisdiction of the federal and state courts located in the state of Delaware
with respect to any legal proceedings that may arise in connection with this
TOS. Notwithstanding any other provisions of this TOS, or any general legal
principles to the contrary, any provision of this TOS that imposes or
contemplates continuing obligations on a party will survive the expiration or
termination of this TOS. Any failure of Bonusly to act with respect to a breach
by you or others shall not serve as a waiver of its right to act with respect to
subsequent or similar breaches. Except as otherwise expressly provided in this
TOS, there shall be no third-party beneficiaries to this TOS. Except for the
applicable terms of any Customer Agreement between your organization and
Bonusly, this TOS constitutes the entire agreement between you and Bonusly with
respect to the Site and the Service, superseding any prior understandings,
representations, and agreements between you and Bonusly with respect to the Site
and the Service.

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