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Standard Terms and Conditions

Last amended on June 8, 2020

THESE STANDARD TERMS AND CONDITIONS (TOGETHER WITH THE BLUEBIRD (AS DEFINED BELOW) DOCUMENTS REFERENCED HEREIN, THESE “STANDARD TERMS”) ARE FOR BLUEBIRD CX, INC. (“BLUEBIRD”) AND APPLY TO THE PROVISION OF ACCESS TO THE BLUEBIRD TECHNOLOGY (AS DEFINED BELOW) AND RELATED SERVICES PURSUANT TO THE QUOTATION OR OTHER DOCUMENTATION INTO WHICH THESE STANDARD TERMS ARE INCORPORATED BY REFERENCE (THE “QUOTATION”) SIGNED OR OTHERWISE AGREED TO BY CUSTOMER (AS DEFINED IN THE QUOTATION). CAPITALIZED TERMS USED, BUT NOT DEFINED, HEREIN WILL HAVE THE MEANINGS SET FORTH IN THE QUOTATION. ACCEPTANCE OF THESE STANDARD TERMS IS REQUIRED AS A CONDITION TO ACCESSING AND USING THE BLUEBIRD TECHNOLOGY.

Standard Terms and Conditions Last amended on June 8, 2020

THESE STANDARD TERMS AND CONDITIONS (TOGETHER WITH THE BLUEBIRD (AS DEFINED BELOW) DOCUMENTS REFERENCED HEREIN, THESE “STANDARD TERMS”) ARE FOR BLUEBIRD CX, INC. (“BLUEBIRD”) AND APPLY TO THE PROVISION OF ACCESS TO THE BLUEBIRD TECHNOLOGY (AS DEFINED BELOW) AND RELATED SERVICES PURSUANT TO THE QUOTATION OR OTHER DOCUMENTATION INTO WHICH THESE STANDARD TERMS ARE INCORPORATED BY REFERENCE (THE “QUOTATION”) SIGNED OR OTHERWISE AGREED TO BY CUSTOMER (AS DEFINED IN THE QUOTATION). CAPITALIZED TERMS USED, BUT NOT DEFINED, HEREIN WILL HAVE THE MEANINGS SET FORTH IN THE QUOTATION. ACCEPTANCE OF THESE STANDARD TERMS IS REQUIRED AS A CONDITION TO ACCESSING AND USING THE BLUEBIRD TECHNOLOGY.

BACKGROUND

Subject to the terms and conditions of this Agreement, Bluebird will make available to Customer
(including its Bluebird Platform Users (as defined below)) Bluebird’s software-as-a-service platform,
whereby Bluebird (a) allows Customer to send Customer-branded and/or personalized goods, gift cards, handwritten notecards, and promotional materials (“Products”) to Customer’s end customers, employees, or prospective customers and (b) analyzes certain data provided by Customer and Bluebird Platform Users and provides Customer with reports and notifications based on Bluebird’s analysis of such data (the “Platform”). The Platform enables Customer to build relationships and drive engagement with its end customers by placing orders for Products (“Orders”). Subject to the terms and conditions of this Agreement and solely to facilitate Customer’s access and use of the Platform, Bluebird will make available to Customer Bluebird’s browser extension, application programming interface(s), and related software applications, each in object code format only (the “Software” and together with the Platform, the “Bluebird Technology”). The Bluebird Technology will include any updates that are made generally available by Bluebird to its customers at no additional charge, but excludes any separate features or additional functionality or services that are made available by Bluebird for an additional charge.

GRANT OF RIGHTS; RESTRICTIONS

Subject to the terms and conditions of this Agreement, Bluebird will make available to Customer
(including its Bluebird Platform Users (as defined below)) Bluebird’s software-as-a-service platform,
whereby Bluebird (a) allows Customer to send Customer-branded and/or personalized goods, gift cards, handwritten notecards, and promotional materials (“Products”) to Customer’s end customers, employees, or prospective customers and (b) analyzes certain data provided by Customer and Bluebird Platform Users and provides Customer with reports and notifications based on Bluebird’s analysis of such data (the “Platform”). The Platform enables Customer to build relationships and drive engagement with its end customers by placing orders for Products (“Orders”). Subject to the terms and conditions of this Agreement and solely to facilitate Customer’s access and use of the Platform, Bluebird will make available to Customer Bluebird’s browser extension, application programming interface(s), and related software applications, each in object code format only (the “Software” and together with the Platform, the “Bluebird Technology”). The Bluebird Technology will include any updates that are made generally available by Bluebird to its customers at no additional charge, but excludes any separate features or additional functionality or services that are made available by Bluebird for an additional charge.

OWNERSHIP; RESERVATION OF RIGHTS; CUSTOMER DATA

Reservation of Rights. Subject only to the rights expressly granted to Customer under this Agreement, as between Bluebird and Customer all rights, title and interest in and to the Bluebird Technology and all reports, information, content and materials shared with Customer in connection therewith (“Bluebird Content”) will remain with and belong exclusively to Bluebird. Customer is permitted to make a reasonable number of copies of the Bluebird Content in the form provided by Bluebird, and Customer will use the Bluebird Content (including any such copies) solely for Customer’s internal business purposes.Feedback. Customer may elect from time to time to provide suggestions or comments regarding enhancements or functionality or other feedback to Bluebird with respect to the Bluebird Technology or other Bluebird products and services (“Feedback”). Bluebird will have full discretion to determine whether to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants Bluebird a royalty-free, fully paid up, worldwide, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, irrevocable license to (a) copy, distribute, transmit, display, perform, and modify and create derivative works of the Feedback, in whole or in part; and (b) use the Feedback and/or any subject matter thereof, in whole or in part, including the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which incorporate, practice or embody, or are configured for use in practicing, the Feedback, in whole or in part.Customer Data.Customer will be solely responsible for the data collected from Customer and/or otherwise provided by Customer to Bluebird, including through the Platform, to enable the provision of the Platform to, and operation of the Bluebird Technology by, Customer or otherwise to perform its obligations hereunder (collectively, “Customer Data”). As between the Parties, Customer will retain all right, title and interest in and to the Customer Data.Customer hereby grants to Bluebird a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable right and license to copy, distribute, display, modify, create derivative works of and otherwise use the Customer Data to perform Bluebird’s obligations under this Agreement.Customer also hereby grants to Bluebird a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable and irrevocable license to copy, modify, process and create derivative works of Customer Data, in whole or in part, for the purpose of deriving anonymous statistical and usage data, and data related to the functionality of Bluebird’s products and services, provided such data cannot be used to identify Customer, its Bluebird Platform Users, or its end customers (“Anonymous Data”). Anonymous Data does not constitute Customer Data. Bluebird may use Anonymous Data for any purpose, including combining or incorporating such Anonymous Data with or into other data and information available, derived or obtained from other customers, licensees, users, or other sources and for improving Bluebird’s existing products and services, developing new Bluebird products and services and for marketing purposes (e.g., indicating the number of customers using Bluebird products and services and statistical information regarding Orders, pricing and conversion rates).Data Processing Addenda. To the extent Bluebird processes Customer Personal Data (as defined in the DPA) that is subject to the GDPR (as defined in the DPA), the GDPR Data Processing Addendum available at bluebird.cx/legal/DPA will apply (“DPA”). To the extent Bluebird processes Customer Personal Information (as defined in the CCPA Addendum) that is subject to the CCPA (as defined in the CCPA Addendum), the CCPA Addendum available at bluebird.cx/legal/CCPA will apply.Customer Brands. Subject to the terms and conditions of this Agreement, Customer hereby grants Bluebird a worldwide, non-exclusive, royalty-free, non-transferrable (except as set forth in Section 10.4), fully paid-up, royalty-free, sublicensable right and license to copy, use, display, distribute, modify, and create derivative works of Customer’s trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or other identification and content of Customer that Customer makes available to Bluebird (“Customer Content”) to brand and customize the Products in accordance with the applicable Order and perform Bluebird’s other obligations pursuant to this Agreement. Any other proposed use of the Customer Content will be subject to Customer’s prior written approval in each instance, except that Bluebird may display Customer’s name and logo on Bluebird’s website and in other marketing materials solely to identify Customer as a customer.

RESPONSIBILITIES

Customer Responsibilities. Bluebird Technology. Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Bluebird Technology and notify Bluebird promptly of any such unauthorized access or use, and (i) use the Bluebird Technology only in accordance with the documentation, applicable laws and regulations and the terms of this Agreement. Products and Orders. When placing an Order, Customer may elect for Bluebird to personalize and brand for Customer a number of goods or promotional materials preconfigured within the Platform, or, subject to the below requirements, Customer may ship or have shipped to Bluebird other goods or promotional materials that it wishes Bluebird to make available for Customer’s Orders through the Platform (“Customer-Sourced Products”). If Customer elects to ship or have shipped to Bluebird any Customer-Sourced Products, Customer will inform Bluebird in advance in writing and may not arrange such shipment unless and until the parties mutually agree on delivery dates, shipping locations, and related terms. Once received and logged by Bluebird, Customer-Sourced Products will be available for Orders through Customer’s account and, for clarity, constitute “Products” hereunder. All costs of Products (including the personalization thereof and branding with the Customer Brands) and related shipping costs will be borne by Customer. Customer will provide to Bluebird all information necessary for Bluebird to perform its obligations under this Agreement. As between the parties, Customer will be solely responsible and liable for any Orders (including the accuracy and completeness of the Customer Data submitted in connection therewith) and all Products (including any costs related thereto).Bluebird Responsibilities.Platform. Bluebird will use commercially reasonable efforts to provide the Platform in a manner that minimizes errors and interruptions in accessing the Platform. Bluebird will provide second tier technical support to Bluebird Platform Users for issues and questions arising from the operation of the Bluebird Technology. Bluebird will implement and maintain reasonable administrative, physical and technical safeguards which attempt to prevent any collection, use or disclosure of, or access to Customer Data that this Agreement does not expressly authorize.Orders. Bluebird may subcontract or otherwise delegate responsibilities for Orders (including deliveries) through its third-party contractors. Bluebird (including its subcontractors) is a bailee with respect to Products and is forwarding Products to the applicable end customer on Customer’s behalf, and Bluebird (including its subcontractors) is neither a seller nor a distributor of any Products. Title to all Products will at all times remain with Customer until delivered to the applicable end