Connected Rewards Terms & Conditions

You must read the following terms of use (“Agreement”). Your continued use of the service indicates that you have read and accepted these terms in their entirety.

Last Updated 08/13/2025

General

This Agreement is a contract between you and Mobivity Holdings Inc., ("Mobivity") and governs your use of all Content (as defined below) and your activity in connection with all Mobivity services (collectively the “Service”). By completing the registration process and accepting this Agreement, you represent that (i) you have read and understood this Agreement and agree to be bound by its terms and conditions and (ii) you are at least 18 years of age. If you do not agree to be bound by (or cannot comply with) any of the terms and conditions of this Agreement, do not check the acceptance box below and do not continue the registration process or attempt to access the Service.

Mobivity may from time to time amend, supplement, or modify the terms of this Agreement. If you do not agree to be bound by or cannot comply with the Agreement as amended, your only remedy is to stop using the Service. You will be deemed to have accepted the Agreement as amended if you continue to use the Service.

1. Background. WHEREAS, Mobivity has developed certain software applications and services that enable its brand Clients and Gaming Company Partners (“Partner” or collectively, “Partners”), each with its own separate and distinct consumer audiences (“Consumer”), to direct marketing promotions and advertisements through Mobivity to one another’s Consumers. As such, the Client agrees to the planning and placement terms and conditions as set forth below in this Agreement.
2. Services. This Agreement shall apply to offer planning and placement services (collectively, the "Services") rendered by Mobivity to Client, under any subsequent Statement of Work (“SOW”), Insertion Order, or similar agreements entered into by Mobivity and Client that reference this Agreement. Insertion Order means the latest version of the forms attached hereto as orders to the Agreement, which sets out the applicable Services (each an “Insertion Order”).
3. Credits and Reimbursement Payment Terms. When applicable, Client may qualify for reimbursements in part or in whole, dependent upon meeting specific criteria within the qualifying terms as outlined in either or both an Insertion Order and SOW. Provided those qualifying conditions are met, Client is entitled to reimbursement at the prescribed rate and amount identified in an Insertion Order and/or SOW. Payments made to Client shall be issued as a credit in cases where an outstanding balance exists, and/or through ACH, and payable monthly once both, an invoice and a completed redemption report have been received from Client no less than thirty (30) days following the reporting month. Upon receipt of the aforementioned items and verification by Mobivity, credit will be applied and/or payment made within 60 days following invoice date. Failure to provide either the invoice or the redemption report may result in forfeiture of otherwise earned reimbursements.
4. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue for an initial term of one (1) year (the “Initial Term”), unless earlier terminated in accordance with this Agreement. Upon expiration of the Initial Term, this Agreement shall automatically renew for additional one-year periods (each, a “Renewal Term”) until this Agreement is terminated in accordance with this section. Either Party may terminate this Agreement by written notice at least 30 days prior to the end of then-current Initial Term or Renewal Term.

Client understands that the prices quoted within are not based upon the commitment to a specific number of Redemptions and that changes to or cancellation of an Insertion Order and/or SOW shall not be construed as canceling or terminating the Agreement. Mobivity may not cancel an Insertion Order or SOW except (1) upon non-payment by Client when applicable or (2) Partner not agreeing to the execution of Client’s program, whereupon Mobivity may then cancel, limit, alter, or condition the Agreement if, and to the extent Partner cancels, limits, alters, or conditions the Agreement. Mobivity makes no representation, however, concerning the Partner’s willingness generally to do business with Client, or the Partner’s reaction to any actions on the part of Client. Notwithstanding the foregoing, with respect to any cancellation, limitation, alteration, or condition by the Partner, Mobivity represents that Mobivity has no reason to believe that the Partner will not place and run the advertising as set forth in an Insertion Order or SOW and believes in good faith that the Partner will run such advertising. The provisions of paragraphs 5, 6, 7, and 9 of this Agreement shall survive expiration or termination of this Agreement. Except as set forth in an Insertion Order or SOW, Client may not terminate an Insertion Order or SOW for any reason during the delivery or execution of a promotional flight within this Term.

5. Warranty and Disclaimers. Each party warrants that (i) it has the full power and authority to enter into these Terms and Conditions and to perform the obligations contained in these Terms and Conditions or any applicable Statement of Work and/or Insertion Order hereunder; and (ii) that its entry into, and performance under this Agreement, SOW and/or Insertion Order will not violate any law, statute or regulation or result in a breach of any material agreement or understanding to which it is bound. Other than as set forth above, neither party makes any warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any implied warranty of merchantability or fitness for a particular purpose.
6. Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (I) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR ANY DAMAGES FOR LOST OF PROJECTED REVENUES OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (II) THE PARTIES’ MAXIMUM CUMULATIVE LIABILITY FOR DAMAGES ARISING OUT OF THE SERVICES, INCLUDING UNDER THESE TERMS AND CONDITIONS OR ANY STATEMENT OF WORK HEREUNDER, SHALL BE LIMITED TO THE AMOUNTS PAID BY CLIENT TO MOBIVITY IN CONNECTION WITH THE SERVICES SET FORTH IN THE APPLICABLE STATEMENT OF WORK DURING THE TWELVE MONTH PERIOD BEFORE THE LIABILITY IS PRINCIPALLY ALLEGED TO HAVE ARISEN.
7. Indemnity. Client shall defend, indemnify and hold harmless Mobivity and Mobivity Partner, any affiliated or subsidiary corporations, and their respective directors, officers, employees, agents, shareholders, partners, members, and other representatives (collectively, the "Indemnified Parties") from and against any and all claims, allegations, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees) ("Losses") based in whole or in part, or otherwise arising from or relating to the content or subject matter of any of Client's Offers issued under this or any other Insertion Order or SOW, including but not limited to (i) allegations that such content or subject matter violate the rights of, or have caused injury to, a third party, are defamatory or obscene, or violate any law or regulations, (ii) any alleged or actual infringement of a third party's intellectual property rights, or (iii) any third-party claims of unfair competition ("Claims). Client shall defend all such Claims and pay counsel fees and other costs as incurred; provided that the applicable Indemnified Party or Parties may each be represented and actively participate through its own counsel, at such Party's own cost and expense, in any such Claim.
8. Offer Materials.

(a) Client shall submit Offers (as defined by a SOW as artwork and/or copy for respective Offers) in accordance with Mobivity’s then-existing standard specifications (including content limitations, technical specifications, and material due dates). If any specifications are stated on the signed SOW, including specifications by Partner, they shall supersede Mobivity’s standard specifications.

(b) Mobivity reserves the right, in its discretion, to reject Offers that do not comply with Mobivity’s or its Partner’s policies, criteria, and specifications, or that in Mobivity’s or its Partner’s sole, reasonable judgment do not comply with any applicable law, regulation, judicial or administrative order.

9. Confidentiality and Non-Disclosure.
   (a) Any confidential information and proprietary data provided by one party to the other shall be deemed Confidential Information of the disclosing party, including information marked confidential, and information that, under the circumstances surrounding its disclosure, would be reasonably deemed confidential or proprietary. Confidential Information of Client includes details of its advertising program and proposed Offers. Confidential Information of Mobivity includes the pricing and terms of any SOW hereunder. Confidential Information does not include (i) information that is generally available to the public or (ii) information in a party's possession, without breach of confidentiality, prior to disclosure by the other party. Unless compelled by law or judicial process, the receiving party shall not disclose the other party's Confidential Information to anyone except an employee or agent who has a need to know same, and who is bound by confidentiality obligations equivalent to those set forth herein. Either party may disclose the terms of a SOW to its actual and potential investors and financing sources. Neither Party will use any portion of Confidential Information provided by the other Party hereunder for any purpose other than those provided in this agreement.
   (b) All personally identifiable information gathered by Client through any response measurement method included in Offers is the property of Client and is considered Confidential Information. Mobivity and its Partner may use such information only on an aggregated, non-identifiable basis.
10. Force Majeure. Neither party will be liable for delay or default in the performance of its obligations under this Agreement, or any Insertion Order or SOW hereunder if such delay or default is caused by conditions beyond its reasonable control, which include, but are not limited to, fire, flood, accident, earthquakes, telecommunications line failures, storm, acts of war, riot, government interference, strikes and/or walk-outs. In the event of a force majeure event that lasts longer than thirty (30) days, the party not experiencing the force majeure event may terminate this Agreement upon written notice to the other party.
11. Consumer Support and Responsibilities.While both Parties contribute to the experience of the Consumer, hereinafter “Consumer” defined as the customer of the Client, the delineation between Parties for which Party is responsible to remediate issues surfaced through complaints or service failures by Consumers shall be as follows:

    (a) Client shall be responsible for all Consumer matters except in matters related to the mobile game, game download, and/or reward notification resulting in the failure of the Consumer receiving the reward.

    (b) Mobivity shall be responsible for any issues directly resulting from the mobile game, game download, and/or reward notification resulting in the failure of the Consumer to receive the reward. Although few in nature and volume, in any instance where such a claim is made to either or both Parties, Mobivity will directly respond to and resolve all impacted Consumers by reissuing the reward, with no exceptions or undue process, for up to 5% of the respective total flight engagement. In the rare and unlikely instance in which such an occurrence exceeds 5%, Mobivity will immediately notify Client of the matter, by which both Parties will investigate and determine a mutually agreeable Consumer resolution.

12. Miscellaneous. All notices and other communications in connection with the Services shall be in writing and delivered by email with ‘read receipt’ requested. Notices are effective when read by the receiving Party. The Parties are independent contractors, and nothing in these Terms and Conditions shall be construed as creating an agency, partnership, joint venture, or any other form of legal association between the parties. This Agreement (i) together with any SOW hereunder or subsequent SOW/Insertion Order, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede any previous oral or written arrangements or understandings relating thereto (provided that the pre-printed terms on any Client Purchase Order or similar document shall not be applicable), (ii) may be signed in counterparts, (iii) shall be governed by the laws of the State of Nevada (other than the conflicts of laws or provisions thereof), (iv) may not be amended or waived except in writing signed by both Parties, and (v) may not be assigned, in whole or in part, directly or indirectly, by operation of law or otherwise, by Client. No amendment to the Agreement, SOW and/or any Insertion Order is effective unless made in writing and signed by authorized representatives of both of the relevant Parties. In the event of any inconsistency between this Agreement and the provisions of any Statement of Work, Insertion Order, work order, purchase order, estimate, project plan or other similar document relating to the Services, the provisions of this Agreement shall prevail. If any portion of this Agreement is found to be invalid or unenforceable, the remaining portions shall remain in effect. 

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