Software-as-a-Service (SaaS) Agreement

This online Software-as-a-Service (SaaS) Agreement (including any Order Forms, the “Agreement”) applies to sales made by i2H, Inc. dba “Ambassador”, a Delaware corporation, to the customer executing an Order Form or similar instrument (“Customer”). As of the date of full execution of such Order Form (the “Effective Date”), Ambassador and Customer agree as follows:

INTRODUCTION.

Ambassador provides a customer lifecycle platform, orchestrated by its AI layer HiroAI™, offering software, artificial intelligence, data, messaging, advertising and related capabilities as described in the Documentation from time to time.

1. DEFINITIONS.

“AI Agent” means an autonomous or semi-autonomous software process configured by Customer through Agent Studio to perform actions using AI Services within the Customer Ecosystem.

“Agent Studio” means the feature of the Ambassador Services that allows Customer to design, configure, deploy and manage AI Agents.

“Ambassador API” means Ambassador’s application programming interfaces and related scripts, widgets, embeddable snippets and tools, including the Context API, that allow Customer or Customer-authorized systems to access or integrate with Ambassador Services.

“Ambassador Credits” means consumption units used to measure and charge for usage of specified Ambassador Services at the rates set forth in the Documentation and applicable Order Form.

“Ambassador Services” means, collectively, the Hosted Service, Platform, Ambassador API, and Documentation.

“Automation” means a workflow or rule-based process executed by the Ambassador Services without manual intervention.

“Contact” means an individual record (e.g., customer, prospect, or participant) stored and/or managed within the Ambassador Services.

“Context API” means the Ambassador API functionality through which Customer may retrieve processed intelligence, analytics and other Customer-specific data from the Customer Ecosystem.

“Customer Campaign” means any customer lifecycle campaign or initiative configured or operated by Customer through the Ambassador Services.

“Data” means all data and information created, received, or processed by Ambassador in performing the Ambassador Services for Customer, or that result from performance of the Ambassador Services for Customer, with the exception of data and information contained in Ambassador Services.

"Data Instance" means a logically distinct operating scope within a Customer Ecosystem for which the Ambassador Services are configured and fees are assessed, as designated in the applicable Order Form. A Data Instance may correspond to a brand, a line of business, a legal entity or business unit, a country or region, a currency, or any other distinct data set or operating scope requiring separation, in each case as reasonably determined by Ambassador.

“Customer Data” means Data.

“Customer AI Configuration” means Customer-specific AI Agent configurations, prompts, trained agent behavior, workflow and decision rules, integration mappings, workflow intelligence and other Customer-specific configuration or tuning developed through Customer’s use of AI Services, excluding the underlying Platform and general-purpose models.

“Customer Ecosystem” means the logically isolated environment within the Ambassador Services containing Customer Data, Customer AI Configuration, Customer Outcome Data and Customer-specific intelligence.

“Customer Outcome Data” means data generated from Customer’s use of the Ambassador Services reflecting conversions, attribution, retention, engagement and other Customer-specific outcomes.

“Documentation” means any user guide, help information and other documentation and information regarding the Hosted Service that is delivered by Ambassador to Customer in electronic or other form, as applicable, including any updates provided by Ambassador from time to time.

“Escheatment” means the reporting and remittance of unclaimed property to the appropriate state or governmental authority.

“Funding” means Customer’s prepayment of funds to Ambassador for the issuance of gift cards or rewards.

“HiroAI” means Ambassador’s AI orchestration layer used to coordinate intelligence and AI functionality within the Ambassador Services.

“Hosted Service” means the hosted customer lifecycle software platform made available by Ambassador, including functionality orchestrated by HiroAI. The Hosted Service includes any change, update, improvement, extension or other new version thereof made available to Customer.

“Journey” means a multi-step customer experience pathway built and executed within the Ambassador Services.

“Order Form” means an ordering document executed by Customer that references this Agreement and sets forth the commercial terms for the Ambassador Services elected by Customer.

“Platform” means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information that are used by Ambassador in providing the Ambassador Services.

“Platform Tier” means the subscription tier elected by Customer in the applicable Order Form, which determines the generally available features, usage entitlements, support level and included Ambassador Credits, if any.

“Programmatic Services” means any programmatic advertising, audience activation or media-buying capabilities elected by Customer and provided by Ambassador as an intelligence and orchestration layer over third-party media vendors, subject to Exhibit D.

“Program” means a customer lifecycle program, workflow or initiative created or operated by Customer through the Ambassador Services.

“Reward Value” means the dollar or other value loaded onto a gift card or reward instrument.

“Storefront Services” means the issuance, distribution, and management of digital and physical gift cards, rewards, and similar stored value instruments provided by Ambassador.

2. AMBASSADOR SERVICES.

2.1 Order Forms.

This Agreement will be implemented through one or more written and signed orders that reference this Agreement and contain such information as generally illustrated in Exhibit A attached hereto (“Order Forms”). Any change to the terms of this Agreement within an Order Form will apply only to the Ambassador Services described therein. Ambassador may provide the Ambassador Services directly, or indirectly using contractors or other third-party vendors or service providers. Ambassador agrees that it shall be fully responsible for performance of Ambassador Services for Customer by any such third-party contractors, vendors or service providers. Storefront Services and Programmatic Services are included in each Platform Tier and are available to Customer without a separate enabling fee, except as otherwise specified in the applicable Order Form. When Customer uses Storefront Services, they are governed by the additional terms in Exhibit C (Storefront Services Addendum). When Customer uses Programmatic Services, they are governed by the additional terms in Exhibit D (Programmatic Advertising Services Addendum). Customer remains responsible for consumption and funding associated with these capabilities, including gift card and reward funding under Exhibit C and media spend under Exhibit D, as set out in the applicable Order Form. Any annual media or reward volume commitments are recorded in the Order Form as committed annual volumes and are Customer funds, not Ambassador subscription or consumption fees. If Customer elects to purchase or fulfill rewards through a third-party reward fulfillment provider made available through the Ambassador Services, such services shall be subject to Exhibit E (Third-Party Reward Fulfillment Addendum) and any applicable provider-specific exhibit thereto (e.g., Exhibit E-1 for Tango Card). Order Forms are intended to state commercial terms only, including price, term, quantities, Ambassador Credit allocations and elected services; functional and technical scope is described in the Documentation.

2.2 Hosted Service.

Subject to all terms and conditions of this Agreement, Ambassador will use commercially reasonable efforts to operate the Platform to assure the Hosted Service is available to Customer in accordance with the service levels attached hereto as Exhibit B. Customer may use the Documentation solely in connection with the Hosted Service. The Documentation describes features, functionality, workflows, usage mechanics and technical scope and may be updated by Ambassador from time to time. Ambassador reserves the right to modify the Hosted Service (in whole or in part) at any time, provided that Ambassador will not materially reduce the overall functionality of the Ambassador Services purchased by Customer during the then-current Order Form term.

2.3 API License.

If indicated in the applicable Order Form and subject to Customer’s compliance with this Agreement, Ambassador hereby grants Customer a non-exclusive, non-transferable license to access and use the Ambassador API, including the Context API, solely in connection with its use of the Ambassador Services.

2.4 Support.

Ambassador will use commercially reasonable efforts to provide Customer with technical support and updates for the Hosted Service in accordance with the support tier elected in the applicable Order Form, as described in Exhibit B (Service Levels). Support services are subject to fair and reasonable use, and Ambassador may charge additional fees for excessive or abusive support requests, as determined in Ambassador’s reasonable discretion.

2.5 Limitations; Fair Use.

A. Limitations. Ambassador will not be responsible or liable for any failure in the Ambassador Services resulting from or attributable to (a) usage in excess of the usage for which Customer has ordered pursuant to an applicable Order Form, (b) Customer’s failure to add JavaScript or use the API in accordance with Ambassador’s requirements, (c) failures in any telecommunications, network or other service or equipment that are not within Ambassador’s reasonable control, (d) Customer's products, services, negligence, acts or omissions, (e) any force majeure or other cause beyond Ambassador's reasonable control, (f) scheduled maintenance in accordance with Exhibit B, or (g) unauthorized access, breach of firewalls or other hacking by third parties (except to the extent such access, breach or hacking is caused by Ambassador’s gross negligence or willful misconduct).

B. Fair Use. Certain Ambassador Services (including but not limited to product usage, API calls, automation volume and Ambassador Credit consumption) are provided subject to a reasonable use standard. Ambassador reserves the right to monitor usage and, if Customer’s use materially exceeds typical patterns for similarly situated customers, to (i) notify Customer of such excess usage, and (ii) apply additional charges or service limitations to ensure system stability and fairness across customers.

2.6 Privacy & Protections.

Each party will comply with any applicable data protection legislation existing in all jurisdictions in which the Ambassador Services are performed (together, the “Data Protection Laws”). The parties agree that provision of the Ambassador Services may involve the collection, processing, storage or recording of certain “Personal Data” or “Personal Information” (as defined by applicable Data Protection Laws and referred to collectively herein as “Personal Data”) of Customer and participants. Where applicable under Data Protection Laws, the parties acknowledge Ambassador acts as a “Data Processor” in relation to the Personal Data it processes on Customer’s behalf and Customer remains the “Data Controller” with respect to such Personal Data. Ambassador hereby undertakes that it will (i) use Personal Data only to provide and administer the Ambassador Services as outlined in the applicable privacy statement(s) referenced below; (ii) process the Personal Data in accordance with Customer’s instructions; (iii) implement appropriate security measures designed to provide a commercially reasonable level of protection of the Personal Data; (iv) implement and maintain commercially reasonable technical and organizational measures, insofar as is possible, for the fulfillment of Customer’s obligations to respond to requests by users of the Ambassador Services (“Data Subjects”); (v) take commercially reasonable steps to destroy or permanently de-identify Personal Data when it no longer is necessary to retain it; and (vi) ensure that its personnel authorized to process Personal Data are bound to appropriate confidentiality obligations. Personal Data may be collected, processed and/or stored by Ambassador or its third-party suppliers in the United States of America, the United Kingdom, the European Union and the rest of the world. Customer represents and warrants it has a valid lawful basis for Ambassador to process the Data Subjects’ Personal Data in connection with the Ambassador Services in accordance with applicable Data Protection Laws. Ambassador processes Personal Data in accordance with the applicable privacy policies set forth at https://www.getambassador.com/privacy (or successor website). To the extent Ambassador processes Personal Data on Customer’s behalf, Ambassador’s then-current Data Processing Addendum available at https://trust.getambassador.com (or successor website) (the “DPA”) is incorporated into and forms part of this Agreement automatically, without separate signature, and controls over this Agreement with respect to the processing of Personal Data.

2.7 Customer Responsibilities.

Customer is responsible for maintaining the confidentiality of Customer’s accounts, owner numbers, access codes, passwords and personal identification numbers used with the Ambassador Services, and for all authorized or unauthorized use of the Ambassador Services in association with Customer’s accounts including, but not limited to, unintended Customer usage due to holidays, daylight savings, computer clock errors or similar circumstances. Customer will immediately notify Ambassador if it becomes aware of any unauthorized use of Customer’s accounts. Customer will provide information reasonably requested and required by Ambassador to perform the Ambassador Services. As between Customer and Ambassador, Customer is the sole owner and is solely responsible for all such information and for all content provided to Ambassador, including all audio, visual, electronic or written communications (collectively “Customer Content”) on Customer’s accounts. Customer warrants that Customer is solely responsible for the content and rights to Customer Content. Customer will comply with all applicable laws, rules and regulations while using the Ambassador Services, and ensure it has the right to use the Ambassador Services where Customer is located and where any of its users or invitees are located. Customer will not (i) transmit any communication that violates any applicable law, rule or regulation; (ii) violate any third-party rights in the course of using the Ambassador Services; (iii) use the Ambassador Services in any way that damages Ambassador’s property or interferes with or disrupts Ambassador’s system(s) or other users; or (iv) transmit, upload, receive or store on or through Ambassador’s network any Customer Content or other material that contains any viruses, worms, “Trojan Horses” or other code features that may damage, disrupt or disable computers, networks or any information thereon. Customer acknowledges and agrees Ambassador does not control or monitor Customer Content and does not guarantee the accuracy, integrity, security or quality of Customer Content.

Unless otherwise agreed in an Order Form, Ambassador will retain Customer Data for a period of three (3) years from the date of creation or receipt. Upon expiration of such period, Ambassador may delete or anonymize such Customer Data in accordance with its data retention policies. If Customer requests or negotiates a longer retention period (e.g., seven (7) years), such period shall be expressly stated in the applicable Order Form, and Customer acknowledges that additional fees may apply for extended retention.

2.8 Messaging Compliance.

Customer is solely responsible for the content, compliance, and delivery of all SMS, MMS, RCS, email and other communications sent through the Ambassador Services, including communications initiated by an AI Agent. Customer is responsible for obtaining and maintaining all legally required consents, honoring opt-outs and suppression lists, and complying with applicable laws, regulations and industry requirements, including CAN-SPAM, TCPA, applicable CTIA requirements and applicable carrier or messaging-provider rules. Ambassador may use third-party messaging providers, including Twilio, to transmit and deliver such communications. Ambassador disclaims all liability arising from Customer’s non-compliant messaging activities.

2.9 AI Services.

Certain Ambassador Services may include access to artificial intelligence or machine learning functionality (“AI Services”), including HiroAI, Agent Studio, AI Agents and the Context API. Customer must affirmatively opt in to use AI Services, and such use will be governed by this Agreement, Ambassador’s AI Policy available at https://getambassador.com/ai-policy/ (or successor website), and the applicable Order Form. If this Agreement conflicts with the AI Policy, this Agreement controls.

2.10 Customer Ecosystem; AI Data Governance.

Ambassador will maintain logical isolation of each Customer Ecosystem such that Customer Data, Customer AI Configuration and Customer Outcome Data are not accessible to, or used to generate predictions, intelligence or content for, any other Ambassador customer. Ambassador may train or tune AI functionality within the Customer Ecosystem solely for Customer’s benefit, but will not use Customer Data, Customer AI Configuration or Customer Outcome Data to (i) train, fine-tune or improve general-purpose or cross-customer models made available to others, (ii) create derivative datasets for sale or licensing, (iii) reverse-engineer Customer’s business strategy or competitive positioning, or (iv) provide Customer-specific intelligence to a competitor. Ambassador will contractually prohibit its third-party AI model providers from using Customer Data for model training or retaining it beyond the applicable request. Not more than once annually, Customer may request a written summary of the categories and purposes of Customer Data processed by AI Services and confirmation of Ambassador’s compliance with this Section.

2.11 AI Agents; External Agents.

Ambassador will provide commercially reasonable guardrails for AI Agents operating within the Platform, including rate limiting, configurable approval workflows for high-impact actions, audit logging and an emergency stop capability. Customer is responsible for configuring, testing, supervising and using AI Agents and for the consequences of an AI Agent acting consistently with Customer’s configuration; subject to Section 8, Ambassador is responsible for defects in the Platform that cause an AI Agent to deviate materially from Customer’s configuration and for failures of such guardrails. If Customer uses Customer Data or intelligence obtained through the Ambassador API to operate an agent outside the Platform (an “External Agent”), Customer is responsible for the security and use of such data after it leaves the Platform and for the External Agent’s communications, actions and compliance with applicable bot-disclosure, AI-transparency and similar laws. Customer’s indemnity under Section 7.1 includes third-party Claims arising from Customer’s External Agents.

3. PROPRIETARY RIGHTS.

3.1 Data.

Customer shall own all rights in and to any Data. For clarity, Customer AI Configuration and Customer Outcome Data are Data, are owned by Customer, and constitute Customer’s Confidential Information. Customer hereby grants to Ambassador a worldwide, non-exclusive, royalty-free license to use, reproduce, transmit and distribute the Data solely as necessary for Ambassador to provide the Ambassador Services provided under each Order Form. Subject to the foregoing, Customer retains all right, title and interest in and to the Data. Customer agrees to not reverse engineer, decompile, disassemble, translate or attempt to learn the source code of any software related to the Ambassador Services. Customer will not use the Ambassador Services contrary to or outside of the technical limitations provided or approved by Ambassador. Customer may not resell, license or sublicense the Ambassador Services. Notwithstanding any of the foregoing, Ambassador may collect usage data, query data and other aggregated or de-identified data in connection with Customer’s use of the Ambassador Services and use such data to operate, secure, support and improve its products and services, provided that (i) such data does not identify and cannot reasonably be linked to a particular person, entity, household or Customer, (ii) Ambassador does not seek to re-identify such data, and (iii) such data does not reveal Customer’s Confidential Information. This general right does not permit cross-customer AI training or benchmarking. Ambassador may use Customer-derived data for cross-customer industry benchmarks only if Customer affirmatively opts in, the data is irreversibly de-identified, each benchmark cohort includes at least ten (10) contributing customers, and Ambassador does not disclose Customer-specific results. Customer may revoke such opt-in by written notice, after which Ambassador will cease including Customer’s data in new benchmark datasets within thirty (30) days.

3.2 Ambassador Services.

Except for the limited rights and licenses expressly granted to Customer hereunder, no other license is granted, no other use is permitted and Ambassador (and its licensors) shall retain all rights, title and interests (including all intellectual property and proprietary rights) in and to the Ambassador Services.

Use of the Ambassador Services by the United States Government or other governmental agencies shall be as “restricted computer software” or “limited rights data” as set forth in 48 CFR 52.227-14, or as “commercial computer software” or “commercial computer software documentation” under DFARS 252.227-7202, or under such other similar applicable terms and conditions to prevent the transfer of rights in and to the technology to the government or such agency other than under normal commercial licensing terms and conditions. Contractor/manufacturer is i2H, Inc. (dba Ambassador), 2212 Queen Anne Avenue North, Suite 767, Seattle, WA 98109.

3.3 Restrictions.

A. Except as expressly permitted in this Agreement, Customer shall not directly or indirectly (a) use any of Ambassador's Confidential Information (as defined in Section 4 below) or Ambassador Services to create any service, software, documentation or data that is similar to any aspect of the Ambassador Services, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Platform, or the underlying ideas, algorithms or trade secrets therein, (c) encumber, sublicense, transfer, rent, lease, time-share or use the Ambassador Services in any service bureau arrangement or otherwise for the benefit of any third party, (d) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Ambassador Services, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States, or (f) permit any third party to engage in any of the foregoing proscribed acts.

B. Except as expressly permitted in this Agreement, Ambassador shall not directly or indirectly (a) use any of Customer’s Confidential Information or Data except as permitted under this Agreement and as required to provide the Ambassador Services; (b) sublicense, monetize, sell, exploit in any manner, transfer, rent, lease, time-share or use the Data or Customer Confidential Information; (c) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Data and Customer’s Confidential Information; (e) disclose or permit any third party to access Data; or (f) use Data or any part thereof beyond the Term.

4. CONFIDENTIALITY.

Each party may disclose (“Discloser”) Confidential Information to the other party (“Receiver”). Receiver will use Confidential Information only in connection with Ambassador Services performed or received, hold Confidential Information in confidence, and not disclose Confidential Information except to its Affiliates, employees or agents who have need to know such Confidential Information in order to perform such party’s obligations under this Agreement. Receiver is responsible for such parties’ compliance with the confidentiality obligations set forth herein. “Confidential Information” means all information disclosed by Discloser that is marked as confidential or proprietary or that by its nature or context constitutes information that a reasonable businessperson would treat as proprietary, confidential, or private, even if not so marked. Confidential Information includes the terms of this Agreement and any Order Form, business strategies, marketing plans, industry and competitive information, technology, trade secrets, computer systems, software, analytical procedures, techniques, skills, ideas, models, research, pricing, employee information and financial information of each party and its Affiliates. Confidential Information will not include information (i) generally available to the public other than by Receiver’s breach of this Agreement; (ii) already known to Receiver at the time of disclosure by Discloser; (iii) rightfully received from a third party without restriction on disclosure; or (iv) independently developed by a party without use of Discloser’s Confidential Information. Neither party will have any right in the other party’s Confidential Information and will return or destroy all such Confidential Information upon written request of Discloser, provided that Confidential Information residing on Receiver’s backup, disaster recovery or business continuity systems will not be subject to return or destruction but will continue to be subject to all other terms of this Agreement until destroyed. Receiver may disclose Discloser’s Confidential Information as required by law or court order, provided that Receiver (unless prohibited by law) promptly notifies Discloser and cooperates with Discloser in Discloser’s efforts to challenge the disclosure or seek appropriate protective order.

5. PAYMENTS.

5.1 Fees.

Customer will pay all fees specified in each Order Form. Except as otherwise specified herein or in an Order Form, (i) fees are based on the Platform Tier, Ambassador Credits, usage and other Ambassador Services purchased and outlined in the Order Form, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities and Credit Allocations purchased cannot be decreased during the relevant subscription term. At least thirty (30) days prior to the renewal date of any subscription term, Ambassador will notify Customer of any applicable price or consumption-rate changes and, if Customer renews its subscription, it shall be deemed to have also accepted such changes. If Customer exceeds any usage specified in an Order Form or exceeds agreed units or modules, Ambassador may charge an overage fee based on Ambassador’s then-current rates, which will be invoiced and paid as provided in Section 5.3 below. Where Ambassador Services are priced in Ambassador Credits, the applicable Credit Allocation and consumption rates will be stated in the Order Form or Documentation. Customer may purchase additional Ambassador Credits (or authorize automatic top-ups if elected in the Order Form). Unless otherwise stated in the Order Form, unused Ambassador Credits expire at the end of the applicable subscription term and do not roll over. If Customer exhausts its Ambassador Credits, Ambassador may throttle only credit-consuming functionality until additional Credits are purchased or the next applicable allocation becomes available, but will not suspend the core Hosted Service solely due to Credit exhaustion. Consumption rates for features included in Customer’s Order Form will not increase during the then-current subscription term.

5.2 Onboarding Period and Annual Subscription.

A. An onboarding fee (the “Onboarding Fee”) covering the initial period (as specified in the applicable Order Form) of Ambassador Services will be charged to Customer, during which period (the "Onboarding Period") the implementation and configuration of the Ambassador Services platform will be completed. Payment of the Onboarding Fee plus such upfront subscription fees as are specified in the Order Form are due upon execution of the applicable Order Form.

B. The annual subscription will commence on the first day after the Onboarding Period ends and will continue for the remaining term of the Order Form.

C. If Customer delays or extends the Onboarding Period beyond the stated timeframe for any reason, the annual subscription will still commence on the subscription start date specified in the applicable Order Form as scheduled. Any additional costs associated with extending the Onboarding Period beyond the stated timeframe will be billed to Customer at the applicable onboarding service rate(s).

D. Customer agrees to provide all required resources, approvals, and timely responses during the Onboarding Period to avoid delays. Failure to do so may result in delays and/or additional onboarding costs as outlined above.

5.3 Invoicing and Payment.

Customer will provide Ambassador with valid and updated credit card information or bank account information for ACH payments, or with a valid purchase order or alternative document reasonably acceptable to Ambassador. If Customer provides credit card or preauthorized ACH payment information to Ambassador, Customer authorizes Ambassador to charge such credit card or bank account, as the case may be, for all Ambassador Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term and Termination” section below. Such charges shall be made in advance or arrears and at the billing frequency stated in the applicable Order Form. Usage-based, overage and consumption charges will be invoiced at the frequency stated in the Order Form or, if none is stated, monthly. If the Order Form specifies that payment will be by a method other than a credit card, Ambassador will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Ambassador and notifying Ambassador of any changes to such information.

5.4 Overdue Charges.

If any invoiced amount is not received by Ambassador by the due date, then without limiting Ambassador’s rights or remedies, (a) those charges may accrue late interest at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Ambassador may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

5.5 Suspension of Service and Acceleration.

If any charge owing by Customer under this or any other agreement for Ambassador Services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized Ambassador to charge to Customer’s credit card), Ambassador may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Ambassador Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Ambassador will give Customer at least 10 days’ prior notice that its account is overdue before suspending Ambassador Services to Customer. Ambassador may also suspend the affected Ambassador Services immediately where reasonably necessary to address a material security threat, unlawful or abusive use, violation of applicable third-party provider rules, or an AI Agent whose operation creates a material risk of harm or system disruption; Ambassador will limit any such suspension to the affected functionality where practicable and restore it promptly after the issue is resolved. Credit exhaustion is governed by Section 5.1 and will not by itself permit suspension of the core Hosted Service.

5.6 Payment Disputes.

Ambassador will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.7 Taxes.

Ambassador's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes, and complying with all tax reporting obligations (including but not limited to assembling the required information for, and then filing, any 1099-K reports) associated with its purchases, subscriptions and use of the Ambassador Services, including rewards, messaging and advertising activities. If Ambassador has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Ambassador will invoice Customer and Customer will pay that amount unless Customer provides Ambassador with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Ambassador is solely responsible for taxes assessable against it based on its income, property, and employees.

6. LIMITED WARRANTY AND DISCLAIMERS.

6.1 General.

Each party represents and warrants that: (a) it is a duly organized and validly existing under the laws of the jurisdiction in which it is organized; (b) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations hereunder; (c) this Agreement is legally binding upon it and enforceable in accordance with its terms; (d) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound; and (e) each party will comply with all applicable self-regulatory, industry guidelines, privacy laws, and other applicable laws and regulations.

6.2 Ambassador.

Ambassador warrants to Customer that (i) the Ambassador Services will be provided in a professional and workmanlike manner; (ii) the Ambassador Services will perform in accordance with the Documentation in all material respects; and (iii) it will not engage in, nor cause others to engage in, (a) spamming, or (b) improper, malicious or fraudulent marketing activities relating to any Ambassador Services.

6.3 Security and Insurance.

Ambassador will maintain a written information security program containing commercially reasonable administrative, technical and physical safeguards appropriate to the nature of the Ambassador Services and will conduct at least annual third-party penetration testing. Upon reasonable request and subject to confidentiality obligations, Ambassador will make available its then-current SOC 2 Type II report, if then maintained, or a comparable independent security assessment. Ambassador will maintain commercially reasonable technology errors and omissions and cyber/network security and privacy liability insurance customary for similarly situated SaaS providers.

7. INDEMNIFICATION.

7.1 Customer Indemnification.

Customer will indemnify and hold Ambassador, Ambassador Affiliates and their officers, directors and employees harmless from any and all Claims (as defined in Section 7.2) which arise out of or relate to Customer’s violation of applicable law, Customer Content, Customer-provided systems, hardware, software, data or other materials or devices, or Customer’s use of the Ambassador Services in violation of the terms of this Agreement or Order Form, or Customer’s External Agents.

7.2 Ambassador Indemnification.

Ambassador will indemnify and hold Customer, Customer Affiliates and their officers, directors and employees harmless from any and all third-party claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys’ fees and expenses (collectively, “Claims”), to the extent alleging that the Ambassador Services infringe a patent, copyright, trademark or other similar property right in the United States or Canada; provided that Ambassador will have no indemnity obligation to the extent arising from: (i) Customer’s negligence, breach of the Agreement or alteration of the Ambassador Services; (ii) Ambassador Services that are based upon information, design, specifications, directions, instruction, software, data, or material not furnished by Ambassador; (iii) combination of the Ambassador Services with any item not provided by Ambassador; or (iv) third-party services. If such an infringement claim is or is likely to be made, Ambassador will, at its own expense and sole discretion, exercise one or more the following remedies: (1) obtain for Customer the right to continue to use the Ambassador Services consistent with this Agreement; (2) modify the Ambassador Services so they are non-infringing and in compliance with this Agreement; (3) terminate the applicable Ambassador Services without liability for such termination other than (a) the refund of pro-rated amounts prepaid and unused as of the date of termination for the applicable Ambassador Services, and (b) Ambassador’s ongoing indemnity obligation hereunder. The foregoing states the entire obligation of Ambassador and its suppliers, and the exclusive remedy of Customer, with respect to infringement of proprietary rights.

7.3 Procedures.

The party seeking indemnification for a Claim must: (i) promptly notify the indemnifying party in writing of the Claim; (ii) relinquish control of the defense and settlement of the Claim; and (iii) assist the indemnifying party as reasonably requested. The indemnifying party may settle any Claim without the indemnified party’s consent if the settlement does not affect the rights of the indemnified party. The indemnified party may participate in the defense of the Claim at its own expense.

8. LIMITATION OF LIABILITY.

8.1.

To enable Ambassador Services, the parties may use networks, facilities and technology which are not in the parties’ possession or under the parties’ direct control; therefore, Ambassador cannot provide warranties relating to such networks, facilities or technology. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AMBASSADOR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, AND AMBASSADOR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AMBASSADOR EXPRESSLY DENIES ANY REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT THE AMBASSADOR SERVICES OR RELATED SYSTEMS WILL OPERATE ENTIRELY UNINTERRUPTED OR ERROR-FREE.

8.2.

NO CAUSE OF ACTION WHICH ACCRUED MORE THAN TWO (2) YEARS PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED UNDER THIS AGREEMENT BY EITHER PARTY.

8.3.

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOSS OF GOODWILL, DATA OR PROFITS, OR COST OF COVER. THE TOTAL LIABILITY OF AMBASSADOR FOR ANY REASON, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO AMBASSADOR BY CUSTOMER UNDER THE ORDER APPLICABLE TO THE EVENT GIVING RISE TO SUCH ACTION DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. EXCEPT FOR THE PARTIES’ PAYMENT AND INDEMNIFICATION OBLIGATIONS, THE LIMITS ON LIABILITY IN THIS SECTION SHALL APPLY IN ALL CASES, INCLUDING IF THE APPLICABLE CLAIM ARISES OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT PRODUCT LIABILITY, AND EVEN IF THE PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE OR FORESEEABLE.

9. TERM AND TERMINATION.

9.1 Term.

This Agreement shall commence on the Effective Date and shall continue in effect until terminated as set forth below (the “Term”). Each Order Form shall automatically renew for successive terms of one (1) year (each an “Extension Period”) unless either party provides written notice of its intent to terminate this Agreement at least sixty (60) days prior to the expiration of the applicable Term. Each Extension Period will include a 3% increase (assuming the same volume under contract) to the total renewal amount of subscription fees.

9.2 Termination.

This Agreement may be terminated (in whole, or in respect of any Order Form) by a party (a) if the other party materially breaches a provision of this Agreement and fails to cure such breach within 30 days after receiving written notice of such breach from the non-breaching party or (b) as otherwise set forth in the Order Form. A party’s insolvency, assignment of any or all of its assets for the benefit of its creditors or voluntary or involuntary filing for dissolution, liquidation or bankruptcy will be a material breach. If Customer terminates an Order Form for cause, Ambassador will reimburse Customer for any applicable amounts prepaid and unused by Customer under such Order Form and Customer will be relieved of any future payments or minimum commitment related to the terminated Order Form. Otherwise, upon any termination of an Order Form, Customer will pay for all Ambassador Services rendered through the termination date, any future amounts due under the Order Form, and the shortfall of any applicable minimum commitment(s). The parties agree that Ambassador has made pricing concessions based on the provisions agreed to herein and that any minimum commitment shortfall payments due are a fair approximation of the damages to Ambassador and do not constitute a penalty.

9.3 Effects of Termination.

Upon any expiration or termination of any Order Form or this Agreement, all corresponding rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) shall survive, (b) Customer shall remove all Ambassador JavaScript or other scripting, including, but not limited to all widgets and other embeddable snippets derived from the Ambassador Services within 10 days following any termination or expiration of this Agreement (if Customer does not do so, then Ambassador reserves the right to continue to charge the monthly fees payable hereunder until such scripting is removed); and (c) upon Customer’s written request made within thirty (30) days following expiration or termination, Ambassador will make Customer Data, Customer AI Configuration and Customer Outcome Data then maintained in its active systems available to Customer in a commercially reasonable machine-readable format, after which Ambassador may destroy or delete such Data in accordance with its retention policies; and (d) the provisions which by their nature should survive termination will so survive, including Term and Termination, Proprietary Rights, Confidentiality, Payments, Limited Warranty and Disclaimers, Indemnification, Limitation of Liability, and General Provisions.

10. GENERAL PROVISIONS.

10.1 Entire Agreement.

This Agreement (including the Order Forms) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom). Any inconsistent or additional terms on any related purchase order, confirmation or similar form, even if signed by the parties hereafter, shall have no effect under this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be an original, but taken together constituting one and the same instrument. Execution of a facsimile/electronic copy shall have the same force and effect as execution of an original, and a facsimile/ electronic signature shall be deemed an original and valid signature. No change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is in English only, which language shall be controlling in all respects.

10.2 Governing Law.

This Agreement and Orders shall be governed under the laws of Delaware without regard for its choice of law principles. Customer agrees that any legal action involving this Agreement or Orders in any way will be instituted in a court of competent jurisdiction located in King County, Washington, and Customer consents to jurisdiction of the state or Federal courts in the State of Washington over Customer’s person for purpose of such legal action.

10.3 Remedies.

Except as specifically provided otherwise herein, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 3 or 4, the non-breaching party may suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.

10.4 Notices.

All notices under this Agreement will be in writing and delivered to the parties at their respective addresses stated in the latest Order Form, or at such other address designated by written notice. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.

10.5 Force Majeure.

In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.

10.6 Publicity.

Neither party may use the other party’s name, trademarks, trade names or logos for any purposes without the prior written approval of the other party or to the extent necessary to provide the Ambassador Services. Notwithstanding the preceding, Ambassador may use Customer’s name and logo as part of a list of customers and may refer to Customer as a user of its Ambassador Services in its advertising and marketing activities.

10.7 Assignment.

This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party's written consent, not to be unreasonably withheld. However, without consent, either party may assign this Agreement to any successor to all or substantially all of its business that concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise), provided however that Customer may not assign this Agreement to a competitor of Ambassador, in Ambassador’s sole discretion, under any circumstances. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

10.8 Independent Contractors.

The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

10.9 Enforcement.

All users of the Ambassador Services must adhere to the terms of this Agreement. Ambassador has the right, but is not obligated, to strictly enforce this Agreement through self-help, active investigation, litigation and prosecution. Ambassador may also access and disclose any information (including transactional information) related to Customer’s access and use of our website or network for any lawful reason, including but not limited to: (1) responding to emergencies; (2) complying with law, rule or regulation (e.g., a lawful subpoena); (3) protecting our rights or property and those of our customers; or (4) protecting users of those Ambassador Services and other carriers from fraudulent, abusive, or unlawful use of, or subscription to, such Ambassador Services.

10.10 Recording.

Customer agrees that all calls may be recorded or monitored by Ambassador at Ambassador’s option. Such recording or monitoring shall not violate any state or federal law.

10.11 No Third-Party Beneficiaries.

This Agreement and Orders are for the sole benefit of the parties to such Order and are not intended to, nor shall it be construed to, create any right or confer any benefit on or against any third party.

10.12 Order of Precedence; Versioning; Legacy Migration.

In the event of conflict: (i) the DPA controls with respect to processing of Personal Data; (ii) an applicable service addendum controls solely with respect to the service it governs; (iii) an Order Form controls as to commercial terms and any provision that expressly states it modifies this Agreement; (iv) this Agreement controls over the Documentation; and (v) this Agreement controls over Ambassador’s AI Policy and other published policies. Each Order Form will identify the version date of this Agreement that applies, and Ambassador will maintain prior versions in a reasonably retrievable form. Material updates to this Agreement will apply to an existing Order Form only upon renewal or Customer’s affirmative written or electronic acceptance after reasonable notice. Customer will not be migrated from a legacy platform to materially different Ambassador Services under new terms without such affirmative acceptance.

Exhibit A (Form of Order Form)

The separately executed Order Form is hereby incorporated into this Agreement as Exhibit A of same.

Exhibit B (Service Levels)

1. SERVICE LEVEL COMMITMENT.

1.1 General.

Ambassador shall use commercially reasonable efforts to maintain the “Minimum Service Level”, as set forth in the table below, during the Term of the Agreement.

Service Category	Measurement	Measurement Window	Minimum Service Level
Uptime	Availability of the core Hosted Service with all material functionality, excluding AI Services, AI Agents, the Ambassador API/Context API, Messaging Services, Programmatic Services, and third-party services or dependencies.	Monthly	99.7%

1.2 Service Disruption.

Ambassador will inform Customer by email (or other prompt, appropriate means) of any service disruption, unless such disruption is of an insignificant nature (less than 1 hour). Ambassador will use commercially reasonable efforts to restore service as soon as practicable and inform Customer by email (or other prompt means if email is unavailable) once service is restored.

1.3 Exceptions.

The following downtime minutes will be excluded from the measurement of compliance with the Minimum Service Level: (i) downtime minutes related to scheduled maintenance; (ii) downtime minutes related to any matter constituting force majeure pursuant to the Agreement; (iii) downtime minutes resulting from Customer noncompliance with the Agreement, including but not limited to any negligence or willful misconduct; and (iv) downtime minutes resulting from data or transmission quality issues outside of Ambassador’s reasonable control. All scheduled maintenance will be conducted between the hours of 12:00 am ET and 5:00 am ET. Ambassador at its sole discretion may plan additional scheduled maintenance which will be communicated to Customer at least 24 hours in advance with notice of the anticipated duration of the downtime.

1.4 Support Hours.

Normal hours of operation are 9:00 am – 6:00 pm ET, Monday through Friday, excluding Ambassador-observed holidays (Support Hours). During normal hours of operation, Customer can email support@getambassador.com or call 425-298-5750. Outside of Support Hours, Customer can email Ambassador support at support@getambassador.com or leave a message at 425-298-5750. Ambassador will use commercially reasonable efforts to address issues within 8 business hours during Support Hours and within 24 business hours outside of Support Hours.

1.5 Remedy (only applies to Premier Support and Signature Support).

If Ambassador fails to meet the uptime commitment applicable to Customer’s elected support tier under Section 1.6, then as Ambassador’s sole obligation and Customer’s exclusive remedy, Customer shall be entitled to a 5% credit based on fees actually paid by Customer to Ambassador pursuant to the Agreement for each 60 minute period below the applicable uptime commitment that the Ambassador Service remains unavailable, provided that in no event shall service credits in any calendar month exceed 30% of the monthly fees for the given month. Any such credit shall be applied to fees owed by Customer to Ambassador in the following calendar month. Customer must request such service credit within 10 business days following the end of the calendar month in which the failure occurred.

1.6 Support Services.

Ambassador provides the following tiers of technical support. The support tier applicable to Customer is the tier elected in the applicable Order Form, and any applicable fees are set out in that Order Form.

• (a) General Support. Included with every subscription. Channels: email, in-app HiroAI chat, and the customer portal. Coverage: Ambassador business hours (as set forth in Section 1.4 above). Critical-issue response target: four (4) business hours. Included support hours: eight (8) hours per year. Configuration assistance: up to two (2) sessions per month. Uptime commitment: the Minimum Service Level in Section 1.1.
• (b) Premier Support. Channels: email, in-app HiroAI chat, and phone. Coverage: extended hours, twelve (12) hours per day, five (5) days per week. Critical-issue response target: one (1) hour. Included support hours: forty (40) hours per year. Included entitlements: automatic root-cause analysis on critical incidents, a four (4) hour status-update cadence during critical incidents, and semi-annual service reviews. Uptime commitment: 99.9%, with service credits as set out in Section 1.5.
• (c) Signature Support. Available on the Lifecycle Enterprise tier only. Channels: all channels, including Slack Connect and in-app HiroAI chat. Coverage: twenty-four (24) hours per day, seven (7) days per week for critical issues. Critical-issue response target: thirty (30) minutes. Included support hours: one hundred twenty (120) hours per year. Included entitlements: a designated support engineer, hourly incident updates during critical incidents, and up to one (1) custom security review per year. Uptime commitment: 99.95%, with enhanced service credits as set out in Section 1.5.
• Customer acknowledges that support services are subject to fair and reasonable use and that Ambassador may charge additional fees for excessive or abusive support requests, as determined in Ambassador’s reasonable discretion.

Exhibit C (Storefront Services Addendum)

This Exhibit C shall only apply if Customer has elected the Ambassador storefront model option (no purchase from Tango Card until recipient selects a gift card).

This Exhibit C (the “Addendum”) is incorporated into and forms part of the Software-as-a-Service Agreement (the “Agreement”) between i2H, Inc. dba Ambassador (“Ambassador”) and the customer executing an Order Form (“Customer”). This Addendum applies solely to the extent that Customer elects to utilize Storefront Services in the applicable Order Form. If Customer does not elect Storefront Services, this Addendum shall not apply. Any capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.

1. SCOPE OF SERVICES

Ambassador provides the Storefront Services to enable Customer to fund, issue, and manage rewards and gift cards. The Storefront Services are supplemental to, and governed by, the terms of the Agreement as modified by this Addendum.

2. CUSTOMER RESPONSIBILITIES

2.1 Funding.

Customer must pre-fund 100% of the value of all rewards and gift cards issued through the Storefront Services. Funds may take up to five (5) business days to clear and be reflected in the Customer account. Customer receives one (1) free funding transaction per calendar month; additional funding transactions are subject to a $50 administrative fee each.

2.2 Terms & Conditions.

Customer is solely responsible for drafting, publishing, and enforcing the terms and conditions governing its rewards and gift card programs, including disclosures regarding expiration, redemption, and customer rights.

2.3 Compliance.

Customer is solely responsible for ensuring that its use of Storefront Services complies with applicable laws and regulations, including but not limited to consumer protection, unclaimed property, and anti-money laundering laws.

3. GIFT CARDS AND EXPIRATION

3.1 Expiring Cards.

For gift cards or rewards that carry an expiration date, Customer shall fund 100% of the reward value at issuance. Upon expiration, Ambassador will refund Customer the unredeemed balance, less any applicable SaaS subscription or transaction fees set forth in the applicable Order Form.

3.2 Non-Expiring Cards.

For gift cards or rewards without expiration, Customer shall fund 100% of the reward value at issuance. No refund of unredeemed balances shall be due; however, Customer may request reissuance (e.g., updating recipient information) subject to Ambassador’s standard procedures.

4. ESCHEATMENT AND UNCLAIMED PROPERTY

Customer shall be solely responsible for compliance with unclaimed property and Escheatment laws, including reporting and remitting unclaimed balances to the appropriate jurisdiction(s). Ambassador will not act as the holder of unclaimed property for purposes of Escheatment reporting. Customer acknowledges that Ambassador may incorporate in jurisdictions (e.g., Washington State) where certain stored value cards may not be reportable as unclaimed property.

5. ISSUANCE AND FEES

5.1 Digital Cards.

Digital gift cards are issued at no additional cost, other than the SaaS subscription or transaction fees specified in the applicable Order Form.

5.2 Physical Cards.

Physical gift cards may be available and may carry additional production and shipping fees as set forth in the Order Form.

5.3 Storefront Fees.

Fees for Storefront Services shall be specified in the applicable Order Form and may include (a) a SaaS subscription fee, or (b) a percentage-based transaction fee (e.g., 2.5% – 5%) on the value of gift cards funded.

6. INTEREST DISCLAIMER

Customer acknowledges and agrees that Ambassador will not pay interest or any other earnings on Customer’s prefunded balances or unredeemed card values held by Ambassador.

7. RELATIONSHIP TO SAAS AGREEMENT

This Addendum supplements the Agreement. Except as expressly modified herein, the Agreement remains in full force and effect. In the event of conflict, the terms of this Addendum shall govern with respect to the Storefront Services.

8. GOVERNING LAW

This Addendum shall be governed by the same governing law and jurisdiction provisions set forth in Section 10.2 of the Agreement.

Exhibit D (Programmatic Advertising Services Addendum)

This Exhibit D (the “Programmatic Addendum”) is incorporated into and forms part of the Agreement and applies only if Customer elects Programmatic Services in an Order Form. Capitalized terms not defined here have the meanings given in the Agreement. In the event of conflict, this Programmatic Addendum controls solely with respect to the Programmatic Services.

1. Nature of Services.

Ambassador provides the Programmatic Services as an intelligence and orchestration layer operating over one or more third-party media, advertising, exchange, demand-side, supply-side or similar vendors (“Media Vendors”). Ambassador does not own or control underlying inventory, exchanges or bidding infrastructure and may add, replace or remove Media Vendors without amending the Agreement or creating a termination right, provided the Programmatic Services are not materially reduced in overall functionality. Media Vendors and publishers may reject or remove advertising content, and Ambassador does not warrant impressions, delivery, pacing, reach, audience quality, clearing price, conversions or results.

2. Customer Responsibilities.

Customer is solely responsible for all advertising creative, claims, landing pages, audiences and targeting supplied or approved by Customer (“Ad Content”), including their accuracy, legality, non-infringement and compliance with applicable advertising, privacy and self-regulatory requirements and any advertiser-facing Media Vendor rules that Ambassador makes available. Customer is responsible for required notices, consents and opt-out mechanisms and, if Customer advertises for a third party, for its relationship with that advertiser. Customer will indemnify Ambassador and its Media Vendors from third-party Claims arising from Ad Content, including claims of infringement, misappropriation, privacy, publicity, defamation or unlawfulness, subject to Section 7.3.

3. Programmatic Data.

To the extent a Media Vendor Processes Personal Data solely on Ambassador’s behalf and instructions, it will be treated as a Subprocessor under the DPA. To the extent a Media Vendor independently determines the purposes or means of its processing or processes data across its own customer base, such independent processing is governed by that Media Vendor’s terms and privacy practices and is outside Ambassador’s processor role. Customer is responsible for determining the lawful basis for audience activation and for any notice, opt-out, “sale,” “sharing,” targeted-advertising or similar obligations triggered by Customer’s election to transmit or activate an audience through a Media Vendor.

4. Media Spend.

Customer will prepay all amounts designated for purchase of advertising inventory (“Media Spend”) and any administration fee specified in the Order Form. Ambassador may pause media delivery when the prepaid balance is insufficient and has no obligation to extend credit. Prepaid balances earn no interest and are not held in trust. Media Spend is non-refundable once committed to or used to purchase inventory. Following expiration or termination, Ambassador will return any unused and uncommitted balance after final reconciliation, less any amounts then due to Ambassador.

5. Third-Party Services; Liability.

Programmatic Services and underlying inventory are provided on an “as available” basis, and Ambassador is not responsible for the acts, omissions or outages of Media Vendors or publishers. Media Spend and other pass-through media costs are not fees paid to Ambassador for purposes of the liability cap in Section 8.3 and do not increase Ambassador’s aggregate liability under the Agreement.

6. Term.

This Programmatic Addendum applies only while Customer subscribes to Programmatic Services; termination of Programmatic Services does not by itself terminate the Agreement. Except as expressly modified herein, the Agreement remains in full force and effect.

Exhibit E (Third-Party Reward Fulfillment Addendum)

This Exhibit E (the “Reward Fulfillment Addendum”) is incorporated into and forms part of the Agreement between i2H, Inc. dba Ambassador (“Ambassador”) and Customer. This Reward Fulfillment Addendum applies only to the extent Customer elects to obtain gift cards, rewards or other reward products through one or more third-party reward fulfillment providers made available through the Ambassador Services (each, a “Reward Provider”). Capitalized terms not defined herein have the meanings given in the Agreement.

1. Reward Providers.

Ambassador may integrate with or use one or more Reward Providers to source, issue, process or deliver gift cards, rewards or other reward products on Customer’s behalf. The applicable Reward Provider and any provider-specific commercial, operational or compliance terms will be identified in the applicable Order Form or provider-specific exhibit to this Exhibit E. Ambassador may add, replace or discontinue Reward Providers from time to time, provided that Ambassador will not materially reduce the overall reward-fulfillment functionality purchased by Customer during the applicable Order Form term.

2. Customer Responsibilities.

Customer is solely responsible for (a) the selection, amount, recipients and lawful use of rewards; (b) the accuracy and completeness of all information provided for reward fulfillment; (c) complying with applicable laws, sanctions, export controls and reward-program requirements; and (d) complying with any advertiser-, merchant- or Reward Provider-facing restrictions or program requirements that Ambassador makes available to Customer.

3. Funding and Payment.

Customer will timely fund all amounts required for reward purchases in accordance with the applicable Order Form and provider-specific exhibit or schedule. Customer remains responsible for all reward purchases and payment obligations incurred through its account. Depending on the applicable Reward Provider and commercial model, Customer may fund the Reward Provider directly or may fund Ambassador for remittance to the Reward Provider, as specified in the applicable provider exhibit or schedule or Order Form. Amounts funded or paid by Customer to Ambassador for remittance to a Reward Provider, including Reward Value and other pass-through reward costs, are not fees paid to Ambassador for purposes of the liability cap in Section 8.3 and do not increase Ambassador’s aggregate liability under the Agreement.

4. Third-Party Terms and Services.

Reward Providers may impose their own availability, product, merchant, redemption, branding, funding, fraud-prevention and other requirements. Customer agrees to comply with applicable Reward Provider requirements communicated by Ambassador. Ambassador does not control the availability, terms, redemption conditions or performance of third-party gift cards, merchants or Reward Providers and is not responsible for their acts or omissions, except to the extent directly caused by Ambassador’s breach of the Agreement.

5. Data Processing.

To the extent a Reward Provider Processes Personal Data solely on Ambassador’s behalf and instructions, such Reward Provider will be treated as a Subprocessor under the DPA. Any independent processing by a Reward Provider is governed by that Reward Provider’s own terms and privacy practices.

6. Suspension and Termination.

Ambassador may suspend or discontinue use of a particular Reward Provider if required by the Reward Provider, applicable law, security or fraud concerns, or the Reward Provider’s applicable rules. Ambassador may terminate Customer’s use of a particular Reward Provider upon thirty (30) days’ notice, or immediately if the Reward Provider requires Ambassador to do so. Termination of a Reward Provider or this Exhibit E does not terminate the Agreement or any other Ambassador Services.

7. Relationship to Agreement.

Except as expressly modified by this Exhibit E or an applicable provider-specific exhibit, the Agreement remains in full force and effect. In the event of a conflict, this Exhibit E and the applicable provider-specific exhibit control solely with respect to the applicable third-party reward fulfillment services.

Exhibit E-1 (Tango Card Reward Fulfillment Terms)

This Exhibit E-1 supplements Exhibit E (Third-Party Reward Fulfillment Addendum) and shall only apply if Customer has elected the option to purchase rewards through Tango Card. Capitalized terms not defined herein have the meanings given in the Agreement or Exhibit E, as applicable.

1. Purpose.

Ambassador integrates with Tango Card, Inc. (“Tango Card”) to automate rewards. This Exhibit E-1 sets forth the Tango Card-specific payment, operational and other terms applicable to Customer’s purchases of rewards through Tango Card.

Customer agrees to be directly responsible and liable for all purchases made and repayment obligations incurred under this Exhibit E-1. Except as expressly set forth herein, this Exhibit E-1 does not change any terms under which the Ambassador-Customer rewards program operates and all other terms of the Agreement shall remain unchanged.

2. Responsibilities.

Ambassador shall inform Customer of any Tango Card or merchant branding and program use case requirements. Customer represents and warrants that Customer (a) will follow any branding and program use case requirements; (b) has provided accurate and complete information to Ambassador and Tango Card including, but not limited to, information on its program use case and funding; and (c) is not using any gift cards or other rewards in violation of any law, regulation, 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.

3. Payment Terms.

Unless the box below is checked, a new, separate rewards account will be established by Ambassador for Customer with Tango Card. It must be pre-funded directly by Customer and payment shall be made directly by Customer to Tango Card by EFT/ACH based on the Tango Card report referenced in Section 4 below. All reward purchases made through such account are purchases by Customer from Tango Card, and amounts paid by Customer to Tango Card under this default funding model are not fees paid to Ambassador under the Agreement. Under this default funding model, Tango Card is not engaged by Ambassador as a Subprocessor. Tango Card will then be sent an order by Ambassador to issue the applicable gift card reward.

☐ If the box at left is checked, the rewards account will instead be established directly between Customer and Ambassador. It will be pre-funded by Customer and Ambassador will remit payment to Tango Card on Customer’s behalf. In this funding model, Tango Card will be treated as a Subprocessor under the DPA to the extent it Processes Personal Data on Ambassador’s behalf and instructions in connection with reward fulfillment.

4. Reporting.

Tango Card will deliver a monthly report to Ambassador covering the sales of all rewards sold to Customer.

5. Notice.

Notices under this Exhibit E-1 shall be in writing and delivered by email.

6. Term and Termination.

Ambassador may terminate this Exhibit E-1 at any time upon thirty (30) days’ email notice or immediately if Tango Card so requires. In the event that this Exhibit E-1 is terminated, (a) all outstanding invoices must be paid in full immediately, and (b) the Agreement and any other separate agreements between the parties shall remain in effect under their own terms.

i2H, Inc. v.09.02.26