Partner Terms

1 GENERAL TERMS

1.1 Any capitalized terms that are not defined in the clauses herein (“Partner Terms”) have the meanings ascribed to them in the (“Partner Agreement”), which will be a separate contract signed with you or the entity you represent (“Program Partner”) and which will be used in conjunction with these Partner Terms;

1.2 These Partner Terms will constitute the standard terms and conditions applicable to all Program Partners;

1.3 Unless explicitly stated otherwise herein or in the Partner Agreement, the Partner Agreement including all its annexes, addenda, and other related documentation will be considered to be a sub-set and an integral part of the Partner Terms. It will be used in conjunction with the Partner Terms. Any clause herein that is applicable and/or binding to the Partner Terms will also be applicable and/or binding to the Partner Agreement even if it does not explicitly make direct reference to the Partner Agreement;

1.4 Please read these Partner Terms carefully before using any of the Services offered by BLU and which are described in the Partner Agreement. By using any of the Services in any manner, the Program Partner agrees that it has read and agreed to the terms and conditions of these Partner Terms;

1.5 Throughout the duration of the Partner Agreement, BLU will provide the Services as described in the Partner Agreement. These Partner Terms will always supersede any other terms and conditions laid out in the Partner Agreement or any other exhibits, addenda or attachments including any links contained in the Partner Agreement or these Partner Terms;

2 AREAS OF RESPONSIBILITY

2.1 The examination, assessment and evaluation of the risks resulting from using the Services by the Program Partner are the sole responsibility of the Program Partner;

2.2 BLU is responsible for the orderly performance of the Services owed according to the Partner Agreement. However, BLU is not responsible for the conduct of other Program Partners;

2.3 Program Partner has the sole responsibility to ensure that all the information, data, parameters, trademarks and other contents that Program Partner enters, sends or uses through the Services:(i) are correct in terms of their contents, (ii) correspond to the applicable legal regulations and (iii) do not offend the rights of third parties (in particular trademarks, copyrights or other rights of third parties). Program Partner is in particular solely responsible for the form and contents of Program Partner’s promotional measures performed by using the Services;

3 CHANGES TO PARTNER TERMS

3.1 Unless explicitly stated otherwise, herein or in the Partner Agreement, BLU reserves the right, at its sole discretion, to modify the Partner Terms at any time by posting a notice on its website, or by sending the Program Partner a notice. The Program Partner shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services following such notification constitutes Program Partner’s acceptance of the terms and conditions of these Partner Terms as modified;

4 RESTRICTIONS

4.1 Program Partner:(i) will use the Services solely for its internal business purposes, and (ii) will not, for itself, any affiliate of Program Partner or any third party (a) sell, rent, lease, license or sublicense, assign, distribute, or transfer any part(s) of the Services; (b) modify, change, alter, create derivative works of, decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the underlying ideas, algorithms, file formats, programming, or interoperability interfaces of the Services; (c) copy any tangible versions of the Services; or (d) remove from any part(s) of the Services any language or designation indicating the confidential nature thereof or the proprietary rights of BLU;

5 CUSTOMER DATA PROTECTION

5.1 Both parties warrant that the disclosure, collection, processing and/or use of the Customer Data related to the Members and their transactions shall be carried out in accordance with the applicable local and/or international laws;

5.2 Both parties warrant that any time Program Partner processes data kept under any kind of professional secret including but not limited to telecommunication, banking or insurance secret, the obligation to ensure that the processing of data does not breach the provisions of these Partner Terms and is in accordance with the relevant local and/or international law shall rest exclusively with Program Partner;

5.3 BLU undertakes that Customer Data obtained by BLU through the Services shall not be passed on to any external party. In addition, BLU will not transfer Customer Data to non-Affiliated Program Partners;

6 CUSTOMER DATA USAGE, TRANSFER AND ACCESS

6.1 Program Partner will have non-exclusive ownership and access rights to all Customer Data related to its Affiliated Members, whereas BLU will have non-exclusive ownership and access rights to all Customer Data provided through the Services and available on the BLU Platform;

6.2 BLU owns all rights, title and interest in and to the Services including, without limitation, any intellectual property rights and any improvements, modifications, enhancements or refinements thereto. Except as set forth in the Partner Terms, all rights not expressly granted to Program Partner are reserved;

6.3 It is the obligation of the Program Partner to ensure that the use of Customer Data used through the Services conforms to all relevant laws, be it local or international where applicable. BLU will not be held liable whatsoever as a result of the use of Customer Data by the Program Partner;

7 TRADEMARK LICENSE

7.1 BLU is the owner of the Trademark(s) of BLU and the Services. Program Partner is the owner of the Trademark(s) of the Program Partner;

7.2 BLU grants Program Partner a non-exclusive, nontransferable, free-of-charge and limited license to use the Trademark(s) of the Services in the scope of promoting the Services;

7.3 Program Partner grants BLU a non-exclusive, non-transferable, free-of-charge and limited license to use the Trademark(s) of the Program Partner in the scope of promoting the Services;

7.4 Each party may terminate the license or refuse the consent to use its trademarks for the specified purpose at any time, by stating the justified reasons in writing, which include but not limited to:

7.4.1 Non-compliance of marketing or other materials with the visual identification of the trademarks;

7.4.2 Use of material or content that could be damaging to the goodwill and reputation of BLU, Program Partner or another Program Partner;

7.5 The parties recognize each other as the exclusive owners of their respective trademarks and of the rights associated with them. Each party commits not to offend the ownership of the other party or breach any local or international laws with regard to use of these trademarks;

8 PRICING, BILLING, PAYMENT TERMS AND BLU POINTS POSTING

8.1 All pricing stipulated in the Partner Agreement or Appendices are net of local taxes, VAT, and other such taxes in the countries where the Partner is conducting business;

8.2 The posting of the BLU Points into the Program Partner’s Affiliated Members accounts, will be applied as per the terms stipulated in the Partner Agreement;

8.3 BLU will send the Billing Statement to Partner either (i) electronically to the email address provided in the Partner Agreement, (ii) by a notice informing Partner that the Billing Statement is available for download online, (iii) by hand delivery in hard copy, (iv) or by courier in hard copy;

8.4 Upon receipt by Partner of the Billing Statement and provided no written billing dispute notice is sent to BLU by Partner, the amount due must be settled either by BLU or by the Partner within a maximum period of 30 (thirty) business days (“Due Date”);

8.5 In the event the amount due by Program Partner remains unsettled for a period of Sixty (60) days or more from the date the Billing Statement is issued, BLU reserves the right and at its sole discretion, to reverse the posting of the non-settled BLU Points from the Program Partner’s Affiliated Members accounts by deducting said BLU Points from the point balances of said Members. BLU also reserves the right to inform said Members of the BLU Points posting reversal and of the need to revert to Program Partner for further information. BLU may also and at its sole discretion, terminate the contract as per the Termination terms set out in these Partner Terms and inform Partner’s Affiliated Members that Partner is no longer part of the BLU Points Program;

8.6 Remaining terms related to pricing, billing and payment are stipulated in the Partner Agreement;

9 REPRESENTATIONS AND WARRANTIES; DISCLAIMER

9.1 BLU warrants that it has the authority to enter into these Partner Terms;

9.2 Program Partner represents and warrants to BLU that: (a) they have the authority to enter into these Partner Terms; and (b) they will only use the Services for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party;

9.3 Except as specifically provided in this section, each party expressly disclaims all warranties of any kind, express or implied, to the maximum extent permitted by applicable law, including without limitation the implied warranties of quality, accuracy, merchantability, fitness for a particular purpose and non-infringement. To the maximum extent permitted by applicable law, Program Partner expressly agrees that the use of all Services provided by BLU is at their sole risk. All Services made available by BLU are provided on an "as is" and "as available" basis;

10 LIMITATION OF LIABILITY

10.1 Program Partner expressly understands and agrees that BLU shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if BLU has been advised of the possibility of such damages) resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered through the Services; (iii) unauthorized access to or alteration of Program Partner’s transmissions or data; (iv) statements or conduct of any third party through the Services; or (v) any other matter relating to the Services offered by BLU;

10.2 In all events, the maximum liability cannot exceed the total amount of all fees, charges and invoices paid by Program Partner directly to BLU net of taxes and of redemption allocation during the previous rolling twelve (12) months since said claim occurred;

11 INTELLECTUAL PROPERTY

11.1 BLU shall defend and hold Program Partner harmless from any and all actions, proceedings, or claim of any type brought against Program Partner alleging that the Services or Program Partner’s use of the Services and/or related documentation constitutes a misappropriation or infringement upon any patent, copyright, trademark, or other proprietary right or violates any trade secret or other contractual right of any third party;

11.2 BLU agrees to defend against, and hold Program Partner harmless from any claim, provided Program Partner promptly notifies BLU in writing of said claim;

11.3 Program Partner reserves the right to employ separate counsel and participate in the defense of any claim at its own expense;

11.4 Program Partner agrees to hold harmless and indemnify BLU, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, from and against any third party claim arising from or in any way related to the use by Program Partner of the Services, violation of the terms or any other actions connected with use of the Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, BLU will provide Program Partner with written notice of such claim, suit or action;

11.5 BLU shall decline any responsibility and have no obligation to indemnify Program Partner for a claim for infringement of any patent, copyright, trademark or other proprietary right or violates any trade secret or other contractual right of any third party if:

11.5.1 Program Partner uses the Services in an inappropriate manner and such misuse is the cause of the infringement or misappropriation;

11.5.2 Program Partner’s use of the Services in combination with any product is not authorized, approved or recommended by supplier and such combination is the cause of infringement or misappropriation;

11.6 All features provided through the Services are proprietary to BLU, and BLU reserves the right to re-use them without any notification to the Program Partner;

12 FORCE MAJEURE

12.1 If either party is delayed or prevented from carrying out any of its obligations under these Partner Terms due to circumstances beyond its reasonable control including (but not limited to) Acts of God, war, strikes, industrial action, lockouts, accidents, fire, acts of any government authority, (but for the avoidance of doubt lack of financial or human resources shall not constitute force majeure) that party shall be excused performance of such obligation for as long as and to the extent that the prevention or delay continues provided that the party relying on the force majeure shall give prompt notice in writing describing the circumstance of force majeure and the expected duration thereof and the party shall use all reasonable endeavors to remedy its inability to perform;

12.2 In the event that the circumstance of force majeure persists for more than three months either party can terminate the Partner Agreement with immediate effect by notice in writing to the other party and without any prejudice to any claims, actions, rights or remedies accumulated by the parties as at that date in respect of that termination;

13 ADJUSTMENT AND SEVERABILITY

13.1 In the event that any provision of these Partner Terms is held to be unenforceable under applicable law, these Partner Terms will continue in full force and effect without such provision and will be enforceable in accordance with its terms;

13.2 If an adjustment is required to continue providing the Services due to change in regulation impacting the Services, both parties shall negotiate an amendment of these Partner Terms for that purpose. If an adjustment is not possible or cannot be reasonably expected from both parties, both parties can terminate the Partner Agreement without notice. In such a case, compensation of damages or costs of one party against the other party are excluded;

14 TERMINATION

14.1 Program Partner has the right to voluntarily terminate the Partner Agreement at any time by giving a 90 (ninety) days prior notice to BLU;

14.2 Any party shall have the right to terminate the Partner Agreement with immediate effect by giving notice in writing to the other upon the happening of any of the following events:

14.2.1 If the other party commits any material breach of its obligations hereunder and does not remedy the same (if it is capable of remedy) within 30 (thirty) days of receiving notice setting out details of such breach and requiring its remedy; or

14.2.2 If the other party becomes insolvent, is adjudicated bankrupt or compounds with or makes any arrangement with or makes a general assignment for the benefit of its creditors, or if it enters into liquidation, whether compulsorily or voluntarily (except for the purposes of a bona fide reconstruction or amalgamation with the prior written approval of the other party) or has a receiver, administrator or manager appointed over the whole or substantially the whole of its undertaking or assets, if it shall cease or threaten to cease to carry on its business or any such other analogous proceedings are brought;

14.3 BLU can terminate the Partner Agreement with immediate effect if Program Partner fails to settle due bills, fees, charges, or other obligations owed by the Program Partner to BLU;

14.4 Termination of the Partner Agreement for any reason shall be without prejudice to the rights and obligations of the parties accruing up to and including the date of such termination;

15 CONSEQUENCES OF TERMINATION

15.1 In the event the Program Partner decides to voluntarily terminate the Partner Agreement, the portion of unredeemed BLU Points issued by Program Partner will continue to be held for redemption by the Program Partner’s Affiliated Members until expiry;

15.2 On the day on which the ending of the Partner Agreement becomes effective in accordance to Termination section (hereinafter “Ending Date"), Program Partner can no longer avail of the Services. On the Ending Date, all mutual rights and obligations of both parties with respect to the assignment of BLU Points and the distribution and promotional communication of the goods and/or services of Program Partner by BLU shall cease, unless explicitly agreed otherwise;

15.3 From the Ending Date, each party undertakes to immediately refrain from any further use of the trademarks of the other party;

15.4 From the Ending Date, all documents and materials related to the Services (i.e. plastic cards, registration forms, posters, leaflets, and other such materials) in Program Partner’s possession must be destroyed at the expense of the Program Partner. All other reference to the Services (labels, folders, posters etc.) shall be immediately removed from the sales facilities as well as from the Internet website of the Program Partner;

15.5 At the latest on the Ending Date, the Parties shall immediately hand over to each other any documents and other information, which they have obtained due to or in connection with the Partner Agreement. This does not apply to documents or data, which have been explicitly designed to remain with the other party. The confidentiality obligations of the parties pursuant to Confidentiality section remain in force also after the ending of these Partner Terms;

15.6 From the Ending Date, BLU reserves the right to inform the Members affiliated with the Program Partner that the Program Partner will no longer participate in the Services and will no longer be issuing them BLU Points. However Members will continue to be part of the BLU Program and subject to the Member Terms;

15.7 From the Ending Date, all access rights by Program Partner to the Services will cease. Program Partner may obtain back up files of Customer Data of Affiliated Members directly from BLU or through the Services prior to cessation of above-mentioned services;

15.8 Upon termination, both parties will remain liable by all relevant indefinite clauses of these Partner Terms and the confidentiality terms as set out in the Confidentiality section;

16 CONFIDENTIALITY

16.1 Each party acknowledges that in connection with the Partner Agreement, either party may gain access to certain confidential information and materials concerning the other party’s business (“Confidential Information”) which is defined without limitation as all information in respect of the business and financing of the parties, ideas, business methods, finance, price, marketing, development, product information, design rights, trade secrets on any medium belonging to or imparted by either party;

16.2 Each party agrees that it will not use in any way for its own account or the account of any third party nor disclose to any third party or to its employees without a need to know, any such Confidential Information revealed to it by the other party;

16.3 Each party shall take every reasonable precaution to protect the Confidential Information. Each party also agrees not to disclose the existence of the Partner Agreement or its terms to any third party without the consent of the other party provided that Program Partner shall be entitled to release a general public statement confirming the existence of the Partner Agreement without disclosing any of the financial or other detailed terms;

16.4 All publications in the media including interviews, public announcements and representations (including presentations, podium discussions) by Program Partner, its employees or authorized persons that refer to the contents of the Partner Agreement are subject to BLU’s written approval prior to the publication. This does not apply to announcements that are exclusively for the internal distribution, or for disclosures that are required according to legal regulations or accounting rules;

16.5 The terms of this section shall survive termination of the Partner Agreement;

17 FINAL PROVISIONS

17.1 These Partner Terms constitute the entire terms between the parties in respect to the subject matter hereof, excluding the terms and conditions set forth in the Partner Agreement. The parties agree that they have not relied upon representations, promises or assurances of the other, except as expressly stated herein;

17.2 All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier, fax or e-mail, details of which are found in the Partner Agreement;

17.3 These Partner Terms shall in no way be construed to render either party a partner, employee or agent of the other party;

17.4 No delay or failure by either party to exercise any of its powers, rights or remedies under these Partner Terms will operate as a waiver of them, nor will any single or partial exercise of any powers, rights or remedies restrict any other or further exercise of them. If any party agrees to waive their rights under a provision of these Partner Terms, that waiver will be effective if it is in writing;

17.5 The Partner Terms and all related correspondence and documents exchanged by BLU and Program Partner, shall be written in English and shall be construed and interpreted in accordance with the English language;