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Tango Terms and Conditions

1. Services Description
2. General Terms
3. Term; Termination
4. Intellectual Property; Licensing
5. Representations; Obligations
6. Confidentiality
7. Limitation of Liability; Indemnification
8. Miscellaneous
EXHIBIT A: API Service Level Agreement
EXHIBIT B: Additional Terms Specific to Reselling and Platform Distributions
EXHIBIT C: Additional Terms Specific to Amazon Codes
EXHIBIT D: Additional Terms Specific to Open Loop Codes

These terms are for businesses (customers) placing orders with Tango. If you are a consumer or individual that has been sent a reward by a business, click here for the Tango Choice Terms of Service, which govern your rewards and use of Tango’s website.

Last Updated: May 16, 2023

Please review this Tango Terms and Conditions (“Agreement”) before you decide whether to accept them and continue with the registration process. This Agreement is a legal agreement between you, a Tango customer (“Customer”), and Tango Card, Inc. (“Tango”) that governs your access to and use of the Services (as defined below) in administering your loyalty, reward, promotional, and incentive programs. Tango and Customer are each individually a “Party” and collectively the “Parties.”

Tango reserves the right to change, modify, add, or remove all or any part of the terms of this Agreement at any time in our sole discretion. If we make changes to this Agreement, 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 Agreement. We encourage you to review this Agreement each time you make an order through Tango 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 Agreement.

1. Services Description.

1.1 Tango Services. Tango provides tools, including the proprietary Rewards as a Service® API and Tango dashboard, and support services to administer loyalty, reward, promotional, and incentives programs (collectively, the “Services”). Pursuant to the terms of this Agreement and as described in the documentation available at www.tangocard.com (the “Documentation”), Customer may use the 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 purchase Rewards using an API, in bulk, or individually through the dashboard (any such purchase, an “Order”).

1.2 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”), or, at Customer's election, a Reward may include a catalog of options that allows the Recipient to convert the value of the Reward into one or more Merchant-Branded Codes, Open-Loop Codes, donations to a not-for-profit organization (the organization, an “NPO”), funds transfers to a bank account or wallet (a “Disbursement”), or any other option made available to Customer by Tango. All NPOs, issuers of Merchant-Branded Codes, Open-Loop Codes, and Disbursements, and providers of any other Reward option made available to Customer or Recipients by Tango are, together, the “Suppliers.”

1.3 Updates. The Services and Documentation, including the available Reward redemption options and brands of Merchant-Branded Codes, may change from time to time. Customer will notify Tango in advance of material changes to the size of its Orders or its desired catalog of Reward options so that Tango can ensure sufficient supply availability, and Customer will assist Tango with forecasting data when requested.

1.4 Merchant-Branded Code and Open-Loop Code Terms. Merchant-Branded Codes, Open-Loop Codes, and Disbursements 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. Tango makes no representation or warranty related to, has no obligation under, and disclaims any liability associated with such terms and conditions.

2. General Terms.

2.1 Approved Uses of the Services. Customer and its use of the Services must be pre-approved by Tango (each use, a “Program”). Unless otherwise approved in writing by Tango, Customer may only use the 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.

2.2 Verification; KYB. Customer must provide accurate, complete, and updated information about its Program, entity structure, and legal representatives (“Know Your Business”, or “KYB”), which may include name, address, tax identification number, and valid email address. Customer authorizes Tango to validate KYB information through the use of third parties, such as credit reporting services, and to share such information with Tango’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 Services.

2.3 Prohibited Uses of the Services. Customer may not use the Services to:

a) Redeem Rewards for its own business or personal use;
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b) Sell, resell, or, once delivered to a Recipient, redirect to another Recipient, any Reward without written permission by Tango;

c) Cause harm to the security of Tango, the Services, or any Supplier;

d) Transmit or store personally identifiable information that is not required in order to perform the Services;

e) 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 Services or any software component of the Services, in whole or in part;

f) Infringe, misappropriate, or otherwise violate any intellectual property right or other right of any person, including Tango or its Suppliers; or

g) 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 Services.

2.4 Payments. Prior to initiating an Order, Customer must prepay to Tango an amount equal to or greater than the aggregate purchase price of the Order. Pre-payments are not FDIC insured and will not accrue interest. Customer authorizes Tango to first apply a pre-payment to any fees or amounts owed to Tango prior to applying the pre-payment to any Order. Unused pre-payments will be refunded to Customer upon request. Tango reserves the right to charge accounts that remain inactive for at least a year a $100 per year dormancy fee after each year of inactivity.

2.5 Binding Orders. Subject to the limited exceptions set forth in the Cancellation Policy available at https://help.rewardsgenius.com/s/article/TangoCardCancellationPolicy, Orders are final and non-refundable, and Rewards may not be canceled, terminated, or forwarded to a subsequent Recipient for any reason.

2.6 Risk of Loss. In the event a Reward or Rewards were not properly sent or were defective due to an error by Tango or the Services, Tango will replace in full the Rewards by resending them without defect, provided that Customer must notify Tango of the error promptly upon discovery. Tango 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 Customer or a Recipient.

2.7 Taxes. Customer is solely responsible for determining whether any aspects of its Program may be taxable to Customer or a Recipient under applicable federal or state laws and whether any tax filings or payments are required under its Program. Tango 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 Tango to collect taxes for the Services, Customer will pay any such taxes.

2.8 Investigations. Customer authorizes Tango and Suppliers to investigate suspicious, potentially illegal, or unauthorized activity related to Customer’s use of the Services or Recipients’ use of Rewards. Customer will cooperate with any such investigation.

3. Term; Termination.

3.1. Termination for Convenience by Customer. Customer may terminate this Agreement at any time and for any or no reason, including during any Term, immediately upon Notice to Tango.

3.2. Termination for Convenience by Tango. Tango may terminate this Agreement by providing ninety (90) days written notice to Customer.

3.3. Termination for Cause by Tango. Tango may terminate this Agreement as follows:

a. Customer Breach. Tango may terminate this Agreement on ten (10) days’ Notice in the event of a breach of the Agreement that remains uncured for thirty (30) days after Customer’s receipt of Notice specifying the nature of the breach.

b. Change in Law. Tango may terminate this Agreement on thirty (30) days’ Notice if there is a change in applicable law, licensing requirement, or regulator opinion that in Tango’s reasonable discretion causes or is likely to cause a material adverse impact to Tango or the Services.

c. Immediate Risk of Harm. Tango may terminate this Agreement immediately:
i. In the event of Customer’s declaration of bankruptcy or the institution of an insolvency proceeding with respect to Customer;

ii. 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;

iii. Upon reasonable suspicion or evidence of misuse of Tango IP or Supplier Marks under Section 4; or

iv. If required to comply with applicable law, regulation, or any ruling of a court or other body of competent jurisdiction.

3.4 Suspension in Connection with Unauthorized or Illegal Use. Tango may suspend access to the Services or any Program or cancel any Reward if Tango reasonably believes that such access, Program, or Reward (a) is related to or may cause a security breach, (b) is in violation of this Agreement, (c) is fraudulent, illegal, or unauthorized, or (d) exposes Customer, Tango, or Suppliers to security, financial, legal, or reputational risk.

3.5 Effect of Termination. Upon termination of this Agreement, Customer’s access to the Services and all licenses granted by this Agreement will cease. Any fees owed to Tango will immediately become due. Tango will refund any unused pre-payments once all amounts owed to Tango have been calculated and offset against pre-payment funds. Tango will continue to provide Recipient support for Rewards that have already been sent. Sections 2, 4, 6, 7, and 8, and any other provision which by its nature is intended to survive termination, will survive any termination or expiration of this Agreement.

4. Intellectual Property; Licensing.

4.1 Intellectual Property Rights. As between Customer and Tango, Tango and its licensors exclusively own all rights, title, interest in the copyrights (including rights in derivative works), patents, trademarks, service marks, trade secrets, logos, know-how and other intellectual property, in and to the Rewards as a Service API, Services, email templates, Tango dashboard, and Documentation (collectively, “Tango IP”). All rights in Tango IP not expressly granted to Customer in this Agreement are reserved and all goodwill inures to Tango.

4.2 Licensing of Services. Subject to the terms of this Agreement, Tango grants Customer an on-exclusive, non-transferable, revocable, non-sublicenseable right to access and use the Tango IP during the Term, only in the manner described in this Agreement. No Services or Tango IP are works made for hire, as defined in the U.S. Copyright Act. No Tango IP ownership is transferred under this Agreement, and no Tango IP is jointly owned pursuant to this Agreement.

4.3 Customer License to Tango. Customer grants Tango a fully paid-up, non-exclusive, non-transferable, non-sublicensable, revocable right and limited license during the Term to reproduce and display, solely as approved by Customer, the Customer’s trademarks, trade names, service marks, logos, and related marks exclusively in order to provide the Services (e.g., to send Rewards to Recipients on behalf of Customer).

4.4 Supplier Marks. Customer is prohibited from using any Supplier trademarks, trade names, service marks, logos, and related marks (“Supplier Marks”) or creating advertising that references Tango or any Supplier unless such use has been approved in writing in advance by Tango and is in accordance with any applicable Supplier and Tango Documentation.

5. Representations; Obligations.

5.1 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 Tango’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.

5.2 Customer Warranties. Customer represents and warrants that:

a) Customer is duly-organized and in good standing in the jurisdiction in which it is organized;

b) Customer will not issue, and will not instruct Tango to issue, Rewards totaling more than $10,000 to a single Recipient in a single day;

c) Customer’s Program and use of the Services is in compliance with applicable laws, regulations, and any use case restrictions set forth by Tango, 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 Tango;

d) 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 OFAC, as well as the Denied Party List, Entity List, and Unverified List administered by BIS (collectively the “SanctionedLists”); nor (ii) located, organized or ordinarily resident in a country or territory that is subject to sanctions or embargoes by the U.S.; and

e) 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 Tango or any third party.

5.3 Tango Warranties. Tango represents and warrants that:

a) Tango is duly-organized and in good standing in the jurisdiction in which it is organized;

b) The Services will comply with applicable U.S. laws, rules, and regulations;

c) Customer’s exercise of the rights granted by Tango under the Agreement do not knowingly infringe, misappropriate, or violate the intellectual property rights of any third party; and

d) The Services will conform in all material respects to the Documentation.

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5.4 No Other Warranties. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 5, THE SERVICES ARE PROVIDED "AS IS." TANGO HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TANGO 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. TANGO 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.

6. Confidentiality.

6.1 Use of Customer Data by Tango. Subject to any other provision in this Agreement and Tango’s Data Protection Addendum (“DPA”), available at https://www.tangocard.com/legal/data-protection-addendum, Tango may use non-public information obtained from Customer or Customer’s use of the Services (“CustomerData”) solely in the following ways: (a) to perform the Services, (b) to identify, prevent, or mitigate illegal, suspicious, or other unauthorized use of the Services or any Reward, (c) to provide reports and transaction data to Customer, and (d) except with respect to personally-identifiable information of Recipients, for analytics and improvement of the Services. Information that has been aggregated and de-identified is no longer Customer Data. Tango will protect Customer Data with at least the standard it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

6.2 Sharing of Customer Data by Tango. Tango may share Customer Data with third parties solely as follows: (a) with subprocessors and service providers relied upon and contracted by Tango to provide the Services, (b) with Suppliers, for customer service, Program approval, fraud or unauthorized activity prevention and detection, and Recipient support, (c) with regulators of competent jurisdiction and authority in the course of routine regulatory filings, audits, and examinations, and (d) where required by law or government process.

6.3 Customer Use of Tango Data. Customer will protect and keep confidential all non-public information it receives about Tango and its products and Services (“Tango Data”) using at least the same standard it uses for its own confidential information, but in no event less than a reasonable standard of care. Customer may use Tango Data solely for its Program and as permitted by this Agreement. Customer may not disclose or distribute any Tango Data, including pricing information, to any third party unless required by law, government process, or a regulator of competent jurisdiction.

7. Limitation of Liability; Indemnification.

7.1 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 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 7.2 AND IP INFRINGEMENT, TANGO’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.

7.2 Tango Indemnification. Tango 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 Tango's (a) breach of any representation, warranty, or obligation of Tango set forth in this Agreement 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 Services by Customer, and provided further that in the case of a claim for infringement, Tango may, at Tango’s sole discretion, (i) obtain for Customer the right to continued use of the allegedly infringing matter, (ii) modify the Services to avoid infringement so long as such modification does not materially degrade the functionality of the Services or, (iii) if neither of the prior two remedies are commercially feasible, discontinue the Services to the extent of such claimed infringement.

7.3 Customer Indemnification. Customer will defend, indemnify, and hold harmless Tango 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 Agreement, (b) unauthorized or unapproved use of Supplier Marks, (c) violations of applicable law, (d) infringement of an intellectual property right of a third party, or (e) cancellation of a Reward that was requested by Customer to be cancelled.

8. Miscellaneous.

8.1 No Partnership; Joint Venture. The Parties are independent. Nothing in this Agreement will be construed as creating an agency relationship, partnership, or joint venture.

8.2 Assignment. Customer may not assign this Agreement without the prior written consent of Tango.

8.3 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 Services) or Section 6 (Confidentiality), 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.

8.4 Notices. All notices required by this Agreement will be valid if delivered:

a) To Customer: sent to the electronic address on file with Customer’s account.

b) To Tango by certified mail: Attn: Legal Department, 4700 42nd Ave. SW, Suite 430A, Seattle WA 98116, with an electronic copy sent to legal@tangocard.com.

8.5 Location of Sales. All sales are deemed to take place in the State of Washington.

8.6 Governing Law; Venue. This Agreement is governed by and construed in accordance with the laws of the State of Washington without giving effect to any choice of law provision. Any legal suit, action, or proceeding arising out of or related to this Agreement will be adjudicated exclusively in, and each Party submits to the exclusive jurisdiction of the courts in King County, Washington.

8.7 Dispute Resolution. Any claim arising out of, relating to, or concerning any interpretation, construction, performance, or breach of this Agreement will be settled by arbitration to be held in King County, Washington, in accordance with the rules then in effect of the American Arbitration Association. The decision of the arbitrator will be final, conclusive, and binding on the parties to the arbitration. Customer must bring any cause of action against Tango within three (3) years from the accrual of such cause of action.

8.8 Class Action Waiver. Neither Customer nor Tango 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.

8.9 Waiver; Modification. No terms or conditions contained in any purchase order, memorandum, or other instrument issued by Customer and purporting to cover Services or Rewards provided under this Agreement will be binding on Tango. No failure or delay in exercising any right or privilege arising from this Agreement will constitute a waiver.

8.10 Force Majeure. In no event will Tango be liable to Customer or be deemed to have breached this Agreement for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond Tango’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.

8.11 Entire Agreement. This Agreement, together with any other documents and policies incorporated by reference and all related exhibits and attachments, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement. It supersedes all prior and contemporaneous understandings and documents about this subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other incorporated documents, the following order of precedence governs: (a) the DPA (for data privacy and protection matters), (b) this Agreement, excluding its attachments, (c) the attachments to this Agreement, and (d) the policies, including links and Documentation, incorporated by reference.

8.12 Headings; Severability. If any provision of this Agreement is held to be invalid or unenforceable, the holding will not affect any other term or provision of this Agreement. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

EXHIBIT A

API Service Level Agreement

1. Uptime. API will be available 99.5% of the time, seven (7) days per week (the “Up-Time Commitment”). The Up-Time Commitment will be measured monthly.

a. Exclusions. Calculation of the Up-Time Commitment will exclude unavailability of API caused by any of the following:
i. Downtime for scheduled maintenance. Any scheduled maintenance with expected downtime greater than five minutes will occur between 11:00 PM and 3:00 AM Pacific Time and will normally take place upon at least 48 hours prior email notice to API licensees or via API system status message; however, Tango reserves the right to schedule maintenance with less than 48 hours notice; or

ii. Hardware, communication lines or application problems of Customer.

iii. Limited supply, asynchronous processes, delays, bandwidth constraints, API outages, or other unavailability of or caused by Suppliers.
b. Technical Support: Tango will provide API services support on a 24/7/52 basis, with a two-hour resolution objective during business hours and a twelve-hour resolution objective outside of weekday business hours.

‍Problem Classification Definition. The following problem classification table definitions are used for classifying performance issues. All time periods in this section are actual, not business hours or business days.
Classification
Criteria
Severity 1 (Critical)
API is non-operative or has major impairment. For example, orders are not fulfilled. No known workaround is currently available.
Severity 2 (Degraded)
Significant problems that severely impact or delay order fulfillment.  
Severity 3 (Minimal)
Problems that have little or no impact on daily business process.
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c. Response. If the API fails to operate in conformance with the standards set forth above, Customer’s sole remedy is that Tango will assign engineers to resolve problems at the level of effort indicated by the escalation response expectation table below.

‍Escalation Response Expectation Table. The following table specifies the level of response that will be given to a problem at each step of the process based upon the assigned severity of the problem. The table specifies the time estimate for dealing with each step.
Severity
Step 1 (Identify)
Step 2 (Temporary Fix)
Step 3 (Fix)
1 (Critical)
35 minutes
3 hours
24 hours
2 (Degraded)
1 business hour, or 2 hours non-business
5 calendar days
Within 15 calendar days
3 (Minimal)
1 business day
As time is available
As appropriate and as determined by Tango in its sole discretion

EXHIBIT B

ADDITIONAL TERMS SPECIFIC TO RESELLING AND PLATFORM DISTRIBUTIONS

Only upon prior written approval from Tango, a Customer may use the Services for resale, white labeling, or distribution to sub-customers (“End Users”) who will further distribute Rewards to their own Recipients (“Reseller Programs”). Tango reserves the right to require KYB and approval of each End User and its respectiveProgram. Tango may withhold approval of any End User or Reseller Program in Tango’s sole discretion.

The following additional terms apply to all Reseller Programs:

  • The Acceptable Use Policy (available at tangocard.com/legal/acceptable-use-policy), Prohibited Uses of the Services (Section 2.3) and Representations and Warranties (Section 5.2), and all responsibilities and obligations of Customer under the Agreement apply to Customer and to Customer’s End Users. Customer represents and warrants that all End Users are aware of and agree to the aforementioned terms and the requirements of this Exhibit B.
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  • Customer is financially responsible for all actions taken and liabilities created through its End Users’ access to and use of the Services, including but not limited to unauthorized use or loss of End Users’ account credentials, fraud occurring through or against End Users’ accounts, insufficient payment by End Users, and End Users’ misuse of Tango IP and Supplier Marks.    
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  • Customer expressly authorizes Tango to charge any available payment method on file associated     with Customer or to offset from Customer’s account balance or prepayments any amounts owed to Tango by any End User.
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  • Customer will defend, indemnify, and hold harmless Tango from and against all losses, damages, liabilities, judgments, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising out of or resulting from End Users’ use of the Services.
  • Customer/End User may not change the web address, title, nature or flow of a Program without notifying Tango by writing in advance.
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  • Customer/End User must display on the platform that Tango is fulfilling the Reward.
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  • When making Orders with credit cards, Customer/End User must indicate to purchasers that Tango will be named as the merchant on credit card statements.
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  • Customer represents and warrants that End Users and their Recipients are not and will not be (i) identified on any Sanctioned Lists; nor (ii) located, organized or ordinarily resident in a country or territory that is subject to sanctions or embargoes of any kind by the U.S.;
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  • Upon request by Tango, Customer will promptly provide information regarding its End Users and their Programs which will be used by Tango or its Suppliers solely for anti-fraud, anti-money laundering, and regulatory or risk-mitigation purposes; and
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  • End User is prohibited from reselling any Rewards (unless given explicit written permission by Tango).

EXHIBIT C

ADDITIONAL TERMS SPECIFIC TO AMAZON CODES

Customer’s use of any Amazon-branded codes in a Program is contingent upon approval of Customer by Amazon and Customer’s agreement to Amazon’s terms of service, available at http://www.amazon.com/help/corpGC-legal. Such terms of service are applicable only to the use of Amazon-branded codes.

EXHIBIT D

ADDITIONAL TERMS SPECIFIC TO OPEN LOOP CODES

Customer’s use of Open-Loop Codes that are provided by Swift Prepaid Solutions, Inc. dba daVinci Payments, is contingent upon (a) approval of Customer by Swift Prepaid Solutions, Inc. and (b) Customer’s agreement to the following additional terms below, applicable only to Open-Loop Codes provided by Swift Prepaid Solutions, Inc., known also in this exhibit as “prepaid cards”. This Exhibit D does not apply to Open-Loop Codes not provided by Swift Prepaid Solutions, Inc.

1. Issuance of Prepaid Cards. Customer acknowledges that (i) the issuing bank (“Issuing Bank”) designated by Swift Prepaid Solutions, Inc. dba daVinci Payments (“Provider”)will be the issuer of any prepaid cards issued pursuant to this Agreement; (ii) any prepaid cards issued pursuant to this Agreement, and all associated accounts, copyrights, patent rights, trademarks and trade secret rights are the property of Provider or its licensors, Customer has no rights in the prepaid cards and nothing in this Agreement shall be construed as restricting Tango’s right to distribute, market or otherwise distribute prepaid cards; (iii) Tango is an authorized marketing and distribution representative of prepaid card products provided by Provider; (iv) Tango is not authorized to bind Provider or Issuing Bank; and (v) Provider may, in its sole discretion, decline to issue or provide prepaid cards for Customer, (a) upon a change in law, payment network rule, or opinion from a regulatory body, (b) a change in Customer’s risk profile, or (c) upon reasonable suspicion of misuse, abuse, illegality, fraud, breach of these terms, or reputational harm that would occur from continuing to issue prepaid cards for Customer.

2. Program Materials; Advertising and Promotions. If directed by Tango, Customer shall provide the following materials to prepaid card recipients: (a) the terms and conditions governing use of the prepaid cards; and (b) any other Provider or Issuing Bank disclosures or notices. Per agreement between Customer and Tango, Tango may provide the terms and disclosures referenced above to recipients on Customer’s behalf. Customer shall obtain Tango’s prior written approval for all materials used to market or promote the prepaid cards.  Customer shall not market or promote the prepaid cards as gifts or for gifting purposes. If so directed by Tango, Customer shall not directly or indirectly offer, advertise, or otherwise promote the prepaid cards to the general public. Customer shall notify Tango of the intended use for the prepaid cards.

3. Non-Issuance, Cancellation, Suspension or Expiration of Cards. Issuing Bank shall not be obligated to issue a prepaid card, and may suspend or cancel any prepaid card or may cease issuing prepaid cards for Customer, for reasons of compliance with applicable law, payment network rules or safe and sound banking practices. Customer acknowledges that Prepaid Products may include an expiration date.

4. Cardholder Identification. Upon request, Customer shall reasonably cooperate with Provider and/or Tango to verify the identity of prepaid card recipients.  Provider may request and obtain information directly from an actual or proposed prepaid card recipient to verify the identity of such individual.  

5. Cardholder Fees. Customer acknowledges that Issuing Bank may debit prepaid cards for the fees and service charges set forth in the prepaid card terms and conditions. Issuing Bank may increase or add to the fees and services charges applicable to prepaid cards from time to time.

6. Access to Information. In order to comply with laws, network rules and regulatory requirements, Issuing Bank or Provider may request Customer to provide records pertaining to the setup of prepaid card recipients for participation in the program. Customer agrees and understands that failure to provide such requested information may result in the termination of Customer’s ability to purchase the Prepaid Products, provided that Issuing Bank and Provider will use commercially reasonable efforts to minimize the impact of any data production requests on Customer.

7. Publicity. Customer shall not use, reproduce or otherwise incorporate the name, trademarks, tradenames, service marks, logos or similar property owned, licensed to or used by Provider or Issuing Bank in any news release, public announcement, advertisement, promotional material, brochure or other communication or writing without first obtaining Provider’s written consent, other than with respect to any communication or document required to be made or disclosed by federal, state or local law or regulation, including, but not limited to, federal securities laws.  In addition, Customer shall refrain from taking any action that may tarnish the reputation of, or cause people to hold in poor regard, Provider, Issuing Bank, the program or prepaid card products.

8. Provider as Third Party Beneficiary. The parties acknowledge and intend that, as the provider of any prepaid cards issued pursuant to this Agreement, Provider shall be deemed to be a third-party beneficiary with rights of enforcement under this Agreement. For the avoidance of doubt, Customer is not a third-party beneficiary under any agreement between Provider and Tango.

9. Limitation of Liability and Indemnification. Provider shall have no liability to Customer resulting from or related to the issuance or distribution of prepaid cards for Customer.