1.1 General. CDCO provides a proprietary secure, web-based platform (the “Platform”) through which Client may send incentives, payments, and other disbursements to their customers and other third parties (“Recipients”), and/or electronic codes or tokens for Recipients to redeem the same (collectively “Disbursements”). The Platform and all online or offline services which CDCO provides in connection with the Platform are referred to as the “Services”.

1.2 Orders; Fulfillment. Client may purchase Disbursements, selecting the type, quantity, and Recipient(s), by submitting an order through the Platform (an “Order”). All Orders placed by Client are subject to acceptance by CDCO. Disbursements will be fulfilled in accordance with the Order and CDCO’s standard practice. Fulfillment terms may vary based on the Disbursement product purchased and shall be described on the Platform. CDCO’s ability and obligation to issue Disbursements is contingent upon CDCO’s receipt of all information requested by CDCO to issue the Disbursement. 

1.3 Physical Disbursements. Disbursements of physical Disbursement products is complete upon CDCO’s delivery of the Disbursements to an applicable carrier. Shipping fees are inclusive of associated postage via regular mail, though all such fees will automatically be adjusted without any action by the Parties following any increase in the relevant postal rates.

1.4 Information Requests. CDCO, the merchant issuer or issuing bank with whom the accounts associated with the Disbursements are held (“Issuer”), the applicable credit card network (the “Network”), and/or applicable third-party vendors may require Client to provide certain information to identify: (i) the intended use of Disbursements issued under an Order, (ii) Client’s identity, and (iii) Client’s ownership structure/owners. Such information may be used to comply with applicable anti-money laundering laws, and to confirm that Order and Disbursements will comply with applicable laws, rules, and regulations. Client represents and warrants that any such information provided to CDCO is true and accurate and shall remain true and accurate prior to the placement of any Order. Based upon the information so provided (or Client’s failure to provide such information), CDCO, the Issuer, the Network, and any third-party vendors reserve the right to withdraw approval for provision of any Disbursement. 

1.5 Third-Party Terms. The method of the Disbursement may require Client to comply with certain additional terms applicable to the Disbursement selected (“Third-Party Terms”). CDCO will identify all such Third-Party Terms in advance of purchase. By completing the purchase, Client agrees to the applicable Third-Party Terms, which are incorporated into and made a part of these Terms.

2.1 Platform Registration. Client and its authorized Users may register for and access the Platform using unique credentials. Client acknowledges and agrees that Client is fully responsible for all Orders placed through the Platform through credentials registered to Client or its Users. CDCO shall not be liable for, and shall not be obligated to cancel or correct, any Order made through credentials registered to Client, except to the extent caused due to error by CDCO. 

2.2 Limitations. Client may not, and shall ensure that its Users do not: (a) reproduce, display, download, modify, create derivative works of or distribute the Platform, or attempt to reverse engineer, decompile, disassemble or access the source code for the Platform or any component thereof; (b) use the Platform or Services, or any component thereof, in the operation of a service bureau to support or process any content, data, or information of any party other than Client or Client affiliates; (c) permit any party, other than the then-currently authorized Users to independently access or use the Platform or Services; (d) use the Platform or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party, or that violates any applicable law; (e) use the Platform or Services to store or transmit any code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; or (f) access or use the Platform or Services in violation of any applicable law.

2.1 Platform Registration. Client and its authorized Users may register for and access the Platform using unique credentials. Client acknowledges and agrees that Client is fully responsible for all Orders placed through the Platform through credentials registered to Client or its Users. CDCO shall not be liable for, and shall not be obligated to cancel or correct, any Order made through credentials registered to Client, except to the extent caused due to error by CDCO. 

2.2 Limitations. Client may not, and shall ensure that its Users do not: (a) reproduce, display, download, modify, create derivative works of or distribute the Platform, or attempt to reverse engineer, decompile, disassemble or access the source code for the Platform or any component thereof; (b) use the Platform or Services, or any component thereof, in the operation of a service bureau to support or process any content, data, or information of any party other than Client or Client affiliates; (c) permit any party, other than the then-currently authorized Users to independently access or use the Platform or Services; (d) use the Platform or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party, or that violates any applicable law; (e) use the Platform or Services to store or transmit any code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; or (f) access or use the Platform or Services in violation of any applicable law.

Without limiting Client’s other obligations under these Terms, Client shall: (a) accurately describe the terms and conditions of the Disbursements to Recipients; (b) not market, advertise or promote the availability of Disbursements or the Services under which they are distributed in any way that (i) is misleading or potentially misleading, or (ii) fails to clearly identify eligibility criteria or material terms and conditions of the Disbursements; (c) remain solely responsible for managing and implementing its Disbursement program and determine which Recipients are eligible to receive Disbursements and receive value on the Disbursements; (d) not request that Disbursements be provided to persons who have not reached the age of majority in their jurisdiction; (e) Client shall not utilize Disbursements to circumvent any legal requirements; (f) comply with all applicable laws, rules and regulations in its use of Disbursements. 

5.1 CDCO. CDCO will retain title to and ownership of the Platform, and all designs, text, layouts, media, proprietary technology, documentation, systems, processes, works of authorship, software, hardware, or other proprietary materials utilized by CDCO in providing Services, any work product resulting from such Services (whether or not customized), and any inventions (whether or not patented) and copyrights associated with the foregoing (collectively, “CDCO IP”). CDCO or any of its Affiliates reserves the right to modify, add to or replace the CDCO IP at any time.

5.2 Client Materials. Client shall remain the sole owner of any trademarks, graphics, images, or other materials provided by Client to CDCO in connection with an Order (“Client Materials”). Client grants to CDCO and each applicable Issuer a non-exclusive, royalty-free, sublicensable, revocable license to use Client’s name and the Client Materials as necessary to provide the Services. CDCO agrees to comply with any guidelines provided by Client with regard to use of its Client Materials. 

5.3 Feedback. Client may provide CDCO with input, comments, or suggestions regarding the Services (collectively “Feedback”). In such event, Client hereby grants to CDCO a non-exclusive, perpetual, worldwide, royalty-free license to use such Feedback in connection with improvements to, or delivery of, the Services. CDCO has no obligation to make use of any Feedback.

6.1 Mutual Warranties. Each Party represents and warrants that: (i) it is authorized to enter into these Terms and that these Terms does not violate or breach any other agreement to which it may be a party; (ii) its performance under these Terms shall be accomplished by qualified personnel in a professional, workmanlike manner, consistent with the prevailing standards of the industry; (iii) its performance under these Terms is and shall be in compliance with applicable law throughout the Term of these Terms; provided, however, that neither Party shall be liable for noncompliance to the extent that such noncompliance was caused by (1) the actions or inactions of the other Party or (2) to the extent that the other Party assumed, in writing, the responsibility for compliance. 

6.2 Disclaimer. THE PARTIES AGREE THAT THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, AND HEREBY EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.1 Definitions. “Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) under these Terms during the Term. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by Receiving Party to be proprietary and confidential to Disclosing Party or to a third party.

7.2 Protection. Receiving Party shall not use any Confidential Information for any purpose not expressly permitted by these Terms and shall not disclose Confidential Information to anyone other than Receiving Party’s employees and independent contractors who have a need to know such Confidential Information for purposes of these Terms and who are subject to confidentiality obligations no less restrictive than Receiving Party’s obligations under this Section. Receiving Party will be liable to the Disclosing Party for any of its employees’ and independent contractors’ acts or omissions, which, if performed by Receiving Party, would constitute a breach of this Section. Receiving Party shall protect Confidential Information from unauthorized use, access, and disclosure in the same manner as Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

7.3 Exceptions. Receiving Party will have no confidentiality obligations with respect to any information of Disclosing Party that Receiving Party can document: (a) was already known to Receiving Party prior to Disclosing Party’s disclosure; (b) is disclosed to Receiving Party by a third party who had the right to make such disclosure without violating any confidentiality agreement with or other obligation to the party who disclosed the information; (c) is, or through no fault of Receiving Party has become, generally available to the public; or (d) is independently developed by Receiving Party without access to or use of Confidential Information. Receiving Party may disclose Confidential Information if required to as part of a judicial process, government investigation, legal proceeding, or other similar process on the condition that, to the extent permitted by applicable law, Receiving Party gives prior written notice of such requirement to Disclosing Party. Receiving Party shall take reasonable efforts to provide this notice in sufficient time to allow Disclosing Party to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure, and Receiving Party shall reasonably cooperate in such efforts at the expense of Disclosing Party

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ANY ISSUER SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE AND WHETHER BASED IN CONTRACT, TORT OR OTHERWISE. FURTHER, IN NO EVENT SHALL CDCO’S CUMULATIVE LIABILITY TO CLIENT EXCEED THE TOTAL AMOUNT OF NET FEES (NOT INCLUDING FACE VALUE OF DISBURSEMENTS) PAID BY CLIENT TO CDCO IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE OT THE LIABILITY. 

CDCO shall defend Client and its affiliates and its and their officers, directors, employees, vendors, agents, successors, and assigns (collectively, “Client Indemnitees”) from and against any third party claims, demands, or actions (a “Claim”) to the extent arising from or relating to: (i) CDCO’s gross negligence or willful misconduct; or (ii) infringement of an intellectual property right by CDCO relating to its provision of the services rendered under these Terms, and hold the Client Indemnitees harmless from and against any judgments entered against a Client Indemnitee or amounts agreed to in settlement of such a claim. Client shall immediately notify CDCO in writing of any Claim for which Client is entitled to indemnification, shall give CDCO sole control of defense of such Claim, and shall reasonably cooperate with CDCO (at CDCO’s expense) in defense against such Claim.

Client’s access to or use of the Platform and Services, including any Order, may be terminated by either Party: (a) immediately in the event the other Party ceases to function as a going concern, files a voluntary petition for relief under the bankruptcy code or makes an assignment for the benefit of creditors; or (b) upon written notice to the other Party, if the non-terminating Party has breached these Terms, and failed to cure such breach within thirty (30) days of its receipt of written notice from the terminating Party of such breach, or (c) for any reason upon sixty (60) days written notice. In addition, CDCO may terminate any Order: (i) if required by the Network, Issuer, or any vendor required for the processing and fulfillment of any Disbursements; (ii) in the event any financial statement, representation, warranty, statement or certificate furnished by Client in connection with or arising out of these Terms is materially untrue as of the date made or delivered; (iii) upon any change in any applicable statute, rule, regulation, ordinance, or other law or any order or directive or interpretation of any applicable governmental authority or regulatory body which, in the reasonable opinion of CDCO either invalidates or is otherwise inconsistent with the terms of these Terms, would cause one or both of the Parties to these Terms to be in violation of the law, would materially impact CDCO’s ability to satisfy its obligations under these Terms; and/or would have a material adverse effect on the CDCO’s business, financial condition and/or operations; (iv) if there is fraud associated with the ordered Disbursements, as determined by CDCO in its sole discretion; or (v) in the event any Client Materials or other information provided by Client infringes or is alleged to infringe on the rights of any person. No termination or expiration of these Terms shall affect any right or obligation that accrues prior to such termination or expiration. Those Sections of these Terms whose obligations are intended to extend beyond a termination of these Terms shall so survive the termination of these Terms. CDCO may suspend Client’s access to the Platform and/or Services without penalty or liability during any period of time when Client is in breach of these Terms, or if it reasonably determines that it is necessary to comply with applicable law, to comply with its obligations to any Issuer, or in order to protect the security of the Platform.

The Parties shall comply with the Data Processing Addendum available here, which is incorporated by reference and made a part of these Terms.

12.1 Modification. CDCO may modify these Terms at any time. Modifications become effective immediately upon Client’s first access to or use of the Platform or Services after the “Last Revised” date at the top of these Terms; provided that no such change shall apply to any Order placed prior to such change. Client’s continued access to or use of the Platform or Services after the modifications have become effective will be deemed conclusive acceptance of the modified Terms. If Client does not agree with the modifications, do not access or use the Platform or Services. 

12.2 Governing Law; Venue. Any claim, controversy, or dispute arising under or related to these Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to the conflict of law principles thereof. The Parties hereby irrevocably submit to the jurisdiction of, and agree that any action, suit, or proceeding concerning in, related to, or arising out of these Terms shall be brought in the federal and state courts sitting in Denver, Colorado. The Parties agree to waive trial by jury for all claims arising out of these Terms.

12.3 Force Majeure. CDCO will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond CDCO’ reasonable control.

12.4 Contact. CDCO is located in Denver, Colorado. Any questions, comments or suggestions, including any report of violation of these Terms should be provided CDCO as follows:

By E-mail: Legal@cdco.io

By Postal Mail: Choice Digital, Corp.  Attn: Legal, 11001 W. 120th Ave., Suite 220, Broomfield, CO, 80021

12.5 Entire Agreement. These Terms constitute the entire agreement between Client and CDCO with respect to the Services, superseding any prior agreements between Client and CDCO. The failure of CDCO to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, Client and CDCO nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect. In the event of any conflict between these Terms, an Order, the Data Processing Addendum, and any Third-Party Terms, the order of precedence shall be: 1) the Third-Party Terms, 2) the Data Processing Addendum, 3) the Order, and 4) these Terms.

12.6 Client Lists. Client agrees that, during the Term, CDCO may list Client as a current customer on CDCO’s website and in CDCO’s promotional materials, provide a general description of the products and services provided to Client by CDCO, and use Client’s name and logo in association with such listing