Tango Terms and Conditions

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, covered by the Financial Services Compensation Scheme or Dutch Deposit Guarantee scheme or local equivalent 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, state or national 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:

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:

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 (INCLUDING NEGLIGENCE) 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, or (d) infringement of an intellectual property right of a third party.

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:

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 in writing.
  ‍
• 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.    
  ‍
• 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.
  ‍
• 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.
  ‍
• Customer/End User must display on the platform that Tango is fulfilling the Reward.
  ‍
• 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.
  ‍
• 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. or other country in which the Services are provided;
  ‍
• 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
  ‍
• 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 ISSUED IN USD

Customer’s use of Open-Loop Codes that are provided by  Pathward®, N.A., the issuing bank (“Issuing Bank”), is contingent upon (a) approval of Customer by the Issuing Bank and (b) Customer’s agreement to the following additional terms below, applicable only to Open-Loop Codes provided by the Issuing Bank., known also in this exhibit as “prepaid cards”. This Exhibit D does not apply to Open-Loop Codes not provided by the Issuing Bank.

1. Fulfillment Requirements: Customer shall only utilize prepaid in connection with a bona fide loyalty, award or promotion unless otherwise approved by Tango and Issuing Bank. Customer shall not offer prepaid cards for resale to consumers.CUSTOMER REPRESENTS AND WARRANTS THAT IT WILL ONLY DISTRIBUTE CARDS ISSUED UNDER THIS AGREEMENT AS AN “AWARD” CONSISTENT WITH SECTIONS 915(A)(2)(D)(III) AND 915(B)(4)(A) OF THE ELECTRONIC FUND TRANSFER ACT (15 U.S.C. 1693 ET SEQ.).  Tango reserves the right to deny participation or cancel any issued prepaid card for any Recipient or proposed Recipient should the name of the Participant appear on the Office of Foreign Assets Control ("OFAC"), Office of the Superintendent of Financial Institutions (“OSFI”) or Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) lists, or other local, state, federal, or foreign lists of individuals being pursued by law enforcement agencies, or other such legal or risk related reasons as solely determined by Tango and Issuing Bank.

2. Cardholder Agreement; Cardholder Fees: Except as otherwise specified herein, Customer understands and agrees that the terms of a cardholder’s use of a prepaid card issued under this SOW (“Cardholder Agreement”) will be governed by terms and conditions established by the Issuer. Any fees imposed on the cardholder, such as maintenance fees or prepaid card replacement fees, shall be disclosed in the Cardholder Agreement and are at the discretion of the Issuing Bank. The Issuing Bank may increase or add to the fees and service charges applicable to prepaid cards from time to time.

3. Transaction Data: Transactional information obtained by the Issuing Bank utilized by Tango in the fulfillment of prepaid cards will be the sole property of the Issuing Bank.

4. Network and Issuer Rights: Customer recognizes and acknowledges that the design of any Program and the use of prepaid cards, are subject to the approval of the Network and Issuing Bank and that such approval may be withdrawn by the Network or Issuing Bank at any time.  In addition, should Tango or Issuing Bank determine in its sole discretion that any such design, program, or use is likely to result in a withdrawal of approval by the Network or Issuer, or is likely to result in economic or reputational damage to the Network, the Issuer, or Tango based upon the actual or intended use of prepaid cards, then Tango may cease or suspend issuance of prepaid cards.  The Issuing Bank may impose a limit on the total active balance any Recipient may control.  

5. International Prepaid Card Fulfillment: Customer shall not send or instruct prepaid cards to be sent outside the U.S., its territories, the District of Columbia, or Canada, unless the Program utilizes a product specifically authorized for international delivery. Customer shall not fulfill prepaid cards to countries prohibited or sanctioned by OFAC, the Financial Action Task Force ("FATF") OSFI and/or as directed by Issuing Bank (hereinafter “Prohibited Countries”). Prepaid cards may not be redeemed in Prohibited Countries regardless of whether the country was previously permitted for delivery or redemption.

6. Information Requests: Tango, the Issuing Bank, and the Network may require Customer to provide certain information to identify: (i) the intended use of prepaid cards issued under this SOW, (ii) Customer’s identity, and (iii) Customer’s owners.  Such information may be used to comply with applicable anti-money laundering laws, and to confirm that the prepaid cardholder Agreement will comply with applicable laws, rules, and regulations.  Based upon the information so provided (or Customer’s failure to provide such information), Tango, the Issuing Bank, and the Network reserve the right to withdraw approval for Customer’s program.

7. Third Parties: Customer shall disclose to Tango any third party to be used for or involved in payment or distribution of prepaid cards (all such parties, the “Third Parties”). Further, upon any changes to the contact or identification information for any Third Party, Customer shall provide Tango with such updated information fifteen business (15) days in advance of such change.

8. Prepaid Card Funds: Unless the prepaid card states, “Funds do not expire,” prepaid cards must be used prior to the valid thru date displayed on the prepaid card and are no longer redeemable after midnight (MST) the last day of the month that is embossed or printed on the prepaid card face.  The prepaid cardholder Agreement contains directions specific to any prepaid card balance remaining after the valid thru date.

9. Branding Compliance: When applicable, Customer will adhere to any branding guidelines from Issuing Bank or Tango and will not distribute, either internally or to the public, any materials (including any marketing materials, promotions, direct mail (including email), press releases, internet notices or web pages, brochures and posters) that refer directly or indirectly to Tango, any Network or Issuing Bank, or any trademarks, service marks, trade names, copyrights, or logos of any of the foregoing, or any prepaid or gift cards, without prior review and written approval from Tango. Tango’s and Issuing Bank’s branding review is to ensure appropriate usage of Network and Issuing Bank marks and branding and should not be interpreted in any way as an approval of the elements of Customer’s program or promotion, or that the program or promotion complies with applicable law.

9. Compliance: Customer acknowledges that compliance efforts under this subsection may be made directly by Tango or may be fulfilled by the Issuing Bank.

EXHIBIT E

ADDITIONAL TERMS SPECIFIC TO REWARDS ISSUED IN AUD OR BY AN AUSTRALIAN ISSUER

These terms in this Exhibit E apply to Orders for Merchant-Branded Codes and Open-Loop Codes issued in AUD or by an Australian issuer.  These terms prevail and supercede over the terms in the Agreement or in any other exhibit solely with respect to the purchase of Rewards denominated in AUD or by an Australian issuer. 

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.”

Subject to this clause, Tango reserves the right to change, modify, add, or remove all or any part of the terms of this Agreement (including the Documentation as defined below) at any time in our sole discretion, provided that the changes do not materially reduce or limit your rights under this Agreement or the Documentation. Tango may change, modify, add, or remove all or any part of the terms of this Agreement or the Documentation in a way that reduces or limits your rights only if Tango is required to do so by law, where such changes are imposed on Tango by a third party or where the change is required to protect our legitimate commercial interests.  If we make changes to this Agreement or the Documentation, such changes will not retrospectively apply to any order you placed before the effective date of the change and we will provide notice of such changes by posting such changes on our website and in relation to this Agreement, by updating the “Last Updated” date at the top of this Agreement. We encourage you to review this Agreement and the Documentation 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 or Documentation.

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 catalogue 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 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 catalogue 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 General Terms. 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 Verification; KYB. Customer may not use the Services to:

1. Redeem Rewards for its own business or personal use;
2. Sell, resell, or, once delivered to a Recipient, redirect to another Recipient, any Reward without written permission by Tango;
3. Cause harm to the security of Tango, the Services, or any Supplier;
4. Transmit or store personally identifiable information that is not required in order to perform the Services;
5. 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;
6. Infringe, misappropriate, or otherwise violate any intellectual property right or other right of any person, including Tango or its Suppliers; or
7. 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 below, to the maximum extent permitted by law in any applicable jurisdiction, Orders are final and non-refundable, and Rewards may not be cancelled, 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 reasonably promptly upon discovery. Other than in respect of our liability for breach of warranties and guarantees that cannot be excluded under the law in any applicable jurisdiction, 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. ‍

1. All amounts payable by Customer are GST exclusive.
2. Any reference in this clause 2.7 to a term defined used in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) is, unless the context indicates otherwise, a reference to that term as defined or used in that Act.
3. Any reference in this clause 2.7 to GST payable by an entity includes any GST payable by the representative member of any GST group of which that entity is a member.
4. Any reference in this clause 2.7 to input tax credits to which an entity is entitled will include input tax credits to which the representative member of any GST group of which that entity is a member is entitled.
5. Unless expressly included, the consideration for any supply made under or in connection with this Agreement does not include an amount on account of GST in respect of the supply (“GST Exclusive Consideration”) except as provided under this clause.
6. To the extent that GST is payable in respect of any supply made by a party (“Supplier”) under or in connection with this Agreement, the consideration to be provided under this Agreement for that supply (unless it is expressly stated to include GST) is increased by an amount equal to the relevant part of the GST Exclusive Consideration (or its GST exclusive market value if applicable) multiplied by the rate at which GST is imposed in respect of the supply.
7. The recipient must pay the additional amount payable under clause 2.7(f) to the Supplier at the same time as the GST Exclusive Consideration is otherwise required to be provided.
8. The Supplier must issue a tax invoice to the recipient of the taxable supply at or before the time of payment of the consideration for the supply as increased on account of GST under clause 2.7(f) or at such other time as the parties agree.
9. Whenever an adjustment event occurs in relation to any taxable supply made under or in connection with this Agreement the Supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid under clause 2.7(f), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.
10. If one of the parties to this Agreement is entitled to be reimbursed or indemnified for a loss, cost, expense or outgoing incurred in connection with this Agreement, then the amount of the reimbursement or indemnity payment must first be reduced by an amount equal to any input tax credit to which the party being reimbursed or indemnified (or its representative member) is entitled in relation to that loss, cost, expense or outgoing and then, if the amount of the payment is consideration or part consideration for a taxable supply, it must be increased on account of GST in accordance with clause 2.7(f).
11. Where, any payment is made under this Agreement and that sum is subject to withholding or deduction on the account of taxes, then the payment owed to the Party will be reduced by the amount of required tax and the relevant tax will be paid to the relevant tax authority. The Party making the payment will seek the appropriate withholding tax certificate or similar support documentation from the relevant tax authority and provide this to the payee.
12. In the event (a “Tax Change Event” or “TCE”) that either Party receives from its counsel, any governmental authority, or any other reputable source, information of (i) any demand on either Party for collection or payment of taxes not contemplated in this Agreement, or (ii) any form of inquiry related to the tax treatment of amounts due to either party under this Agreement, either of which event, in the reasonable opinion of the Party so informed, may materially and adversely affect the performance of this Agreement, then that Party may notify, in writing, the other of a Tax Change Event. Thereafter, the Parties will promptly discuss, in good faith, whether modifications need to be made to this Agreement in respect of the TCE. If the Parties do not come to an understanding regarding the TCE within thirty (30) days after the date of the TCE notice, then either Party may terminate this Agreement with thirty (30) days’ prior, written notice to the other Party.

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:

1. ‍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.
2. ‍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.
3. ‍Immediate Risk of Harm. Tango may terminate this Agreement immediately:
   1. In the event of Customer’s declaration of bankruptcy or the institution of an insolvency proceeding with respect to Customer;
   2. 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;
   3. Upon reasonable suspicion or evidence of misuse of Tango IP or Supplier Marks under Section 4; oriv. 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 on immediate notice to the Customer 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. If Tango suspends access to a Service or Program under this clause, we will, where reasonable notify the Customer of the suspension.

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 non-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 or Tango’s negligence or wilful misconduct, 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 totalling 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 “Sanctioned Lists”); 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.

5.4 Consumer guarantees. WHERE THE CUSTOMER ACQUIRES GOODS AND/OR SERVICES UNDER THIS AGREEMENT AS A CONSUMER WITHIN THE MEANING OF THE AUSTRALIAN CONSUMER LAW, TANGO’S GOODS AND/OR SERVICES COME WITH GUARANTEES THAT CANNOT BE EXCLUDED. CUSTOMER MAY BE ENTITLED TO A REPLACEMENT OR REFUND FOR A MAJOR FAILURE AND COMPENSATION FOR ANY OTHER REASONABLY FORESEEABLE LOSS OR DAMAGE. CUSTOMER MAY ALSO BE ENTITLED TO HAVE ANY GOODS REPAIRED OR REPLACED IF THE GOODS FAIL TO BE OF ACCEPTABLE QUALITY OR THE SERVICES SUPPLIED AGAIN IF THE SERVICES ARE NOT SUPPLIED WITH DUE CARE AND SKILL AND ARE NOT REASONABLY FIT FOR THE SPECIFIED PURPOSE.

5.5 No Other Warranties. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.4 AND THIS SECTION 5 AND ANY OTHER WARRANTIES THAT CANNOT BE EXCLUDED UNDER LAW IN ANY APPLICABLE JURISDICTION:

a) THE SERVICES ARE PROVIDED "AS IS";

b) TANGO HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE; 

c) 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; and

d) 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 below. Tango may use non-public information obtained from Customer or Customer’s use of the Services (“Customer Data”) 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. TO THE EXTENT PERMITTED BY LAW IN ANY APPLICABLE JURISDICTION AND EXCEPT AS OTHERWISE EXPRESSLY SET OUT IN THIS AGREEMENT, (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 WHERE THE CONSUMER GUARANTEES UNDER THE AUSTRALIAN CONSUMER LAW APPLY TO THE SERVICES OR THE PROGRAMS, AND THE AUSTRALIAN CONSUMER LAW PROHIBITS TANGO FROM EXCLUDING THE APPLICATION OF, OR ITS LIABILITY UNDER, ANY THE CONSUMER GUARANTEES, TANGO’S LIABILITY WILL BE LIMITED FOR A BREACH OF A CONSUMER GUARANTEE TO ONE OR MORE OF THE FOLLOWING:

a) THE SUPPLYING OF THE SERVICES AGAIN; OR

b) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

7.3 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.

7.4 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. To the extent permitted by law in any applicable jurisdiction, 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 a party be liable to the other party or be deemed to have breached this Agreement for any failure or delay in performing its obligations under this Agreement (excluding obligations to pay money)  if such failure or delay is caused by circumstances beyond the failing party’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 F

ADDITIONAL TERMS SPECIFIC TO OPEN LOOP VIRTUAL CARDS ISSUED IN GBP AND EUROS

1. Issuance of Virtual Open Loop Prepaid Cards (Prepaid Cards). Customer acknowledges that (i) GVS prepaid Limited whose registered office is at Westside, London Road, Hemel Hempstead, Herts HP3 9TD with company registration number 09193070 authorised and regulated by the Financial Conduct Authority as an Electronic Money Institution (Registration Number 9000230) under the E-Money Regulations 2011, or such other entity as the Supplier, Blackhawk Network EMEA Limited appoints to provide the functions of a card issuer for the purposes of provision of the Prepaid Cards (Issuer) will be the issuer of any Prepaid Cards issued in GBP; and (ii) Modulr Finance B.V. a company registered in the Netherlands with number 81852401 whose registered office is at Weteringschans 165C, 1017 XD Amsterdam and who is regulated by De Nederlandsche Bank N.V. for issuance of electronic money under reference R182870 will be the Issuer of any Prepaid Cards issued in EUROS pursuant to this Agreement; (iii) any Prepaid Cards issued pursuant to this Agreement, and all associated accounts, copyrights, patent rights, trademarks and trade secret rights are the property of Supplier 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; (iv) Tango is an authorized marketing and distribution representative of Prepaid Cards provided by Supplier; (v) Tango is not authorized to bind Supplier or Issuer; and (vi) Supplier or Issuer 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.  This Exhibit does not apply to Prepaid Cards not provided by the Supplier.

2. E-Money Terms. Customer must comply with the terms and conditions which govern the relationship between the Issuer and the Customer in relation to the Prepaid Cards a copy of which can be accessed at the following links: GBP E-Money Terms, EURO E-Money Terms.

3. 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 Supplier or Issuer disclosures or notices. Per agreement between Customer and Tango, Tango may provide the terms and disclosures referenced above to recipients on Customer’s behalf. 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 and shall provide Tango with a full Prepaid Card recipient journey prior to Prepaid Card program set up including detail of how the Prepaid Card recipient data is validated. Customer acknowledges and accepts that Prepaid Cards issued in GBP may only be issued to individuals who are registered residents of the United Kingdom (including for the avoidance of doubt such individuals who are temporarily working or residing outside the United Kingdom) and Prepaid cards issued in EUROS may only be issued to individuals who are registered residents of the EEA (including for the avoidance of doubt such individuals who are temporarily working or residing outside the EEA).

4. Non-Issuance, Cancellation, Suspension or Expiration of Prepaid Cards. Issuer 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 Cards include an expiration date.

5. Cardholder Identification. Upon request, Customer shall reasonably cooperate with Supplier, Issuer and/or Tango to verify the identity of Prepaid Card recipients in accordance with Supplier’s or Issuer’s requirements.  Supplier or Issuer may request and obtain information directly from an actual or proposed Prepaid Card recipient to verify the identity of such individual.  Customer acknowledges and accepts that Prepaid Cards will only be provided to recipients who have satisfied Supplier’s or Issuers KYB and/or KYC requirements, are subject to a £1000 maximum load value and may not be reloaded.

6. Prepaid Card funds. Funds to be loaded to the Prepaid Card will be taken from the pre-pay account and will be transferred to: i) a ring-fenced bank account held by the Issuer that meets the Financial Conduct Authority’s requirements of a “Safeguarded Account” for the purpose of safeguarding e-money (under the Electronic Money regulations 2011) for Prepaid Cards issued in GBP; or ii) a secure electronic money account held with the Issuer, specifically for the purpose of redeeming transactions which will be safeguarded in accordance with the Issuer’s obligations under the Dutch Financial Supervision Act (Wet op het financieel toezicht) for Prepaid Cards issued in EUROS and which holds all card program funds (Collection Accounts).  Funds in the Collection Account are the sole property of the Customer and may be redeemed from the relevant Collection Account or directly from any Cards which have been provided to recipients until such time as they have been used by the recipient..  In consideration for the provision of the Prepaid Card program management services Prepaid Card funds in respect of: a) Prepaid Cards which are not activated within any activation window agreed with Customer; and b) remaining on a Prepaid Card that is cancelled because the Prepaid Card recipient has not successfully completed a know your customer security check (‘KYC’) to confirm their identity; and c) remaining on a Prepaid Card at expiry shall be the property of Supplier.

7. Prepaid Card recipient Fees. Customer acknowledges that the Issuer may debit Prepaid Cards for the fees and service charges set forth in the Prepaid Card recipient terms and conditions. Issuer may increase or add to the fees and services charges applicable to Prepaid Cards from time to time.

8. Transaction Data. Transactional information obtained by the Issuer will be the sole property of the Issuer.

9. Access to Information. In order to comply with laws, network rules and regulatory requirements, Issuer or Supplier 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 Cards, provided that Issuer and Supplier will use commercially reasonable efforts to minimize the impact of any data production requests on Customer.

10. Authorised User for Prepaid Cards issued in EUROS. Customer appoints Supplier as an Authorised User (as defined in the E-Money Terms EURO) to access and use the Collection Account on its behalf which shall include but not be limited to viewing and retrieving Transaction data, initiating refunds and closing the Collection Account.  Customer acknowledges and agrees to the following:

a) Supplier will be granted full access to operate the Collection Account on Customers behalf;

b) Customer is solely responsible for monitoring Supplier activities on the Collection Account and any queries relating to such activities will be raised with Supplier directly and settled between Supplier and the Customer;

c) Customer has no recourse to the Issuer for any act or omission of the Supplier with respect to the Collection Account;

d) Customer understands that it can only access the Collection Account to make Transactions, review Transactions made or otherwise use the Collection Account through the Services provided by Supplier.

11. Supplier as Third Party Beneficiary. The parties acknowledge and agree that, as the Supplier of any Prepaid Cards issued pursuant to this Agreement, Supplier 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 Supplier and Tango.

12. Limitation of Liability and Indemnification. Supplier or Issuer shall have no liability to Customer resulting from or related to the issuance or distribution of Prepaid Cards for Customer.

‍