O.C. Tanner Regulatory Addendum

This Regulatory Addendum supplements the Agreement between Customer and Supplier, and applies when Customer’s Program includes Gift Cards and/or Vouchers, or the Program will be administered in whole or in part to Authorized Users located outside of the United States. Unless otherwise defined in this Regulatory Addendum, capitalized terms used in this Regulatory Addendum have the meanings given to them in the Agreement.

1. Definitions

  • 1.1. Applicable Sanctions and Trade Controls Laws means any sanctions, export control, or import law, or other regulation, order, directive, designation, license, or decision relating to the trade of goods, technology, software and services imposed, administered or enforced by the United States, the United Kingdom, Australia, the European Union, European Union Member States, Switzerland, the United Nations or United Nations Security Council. Applicable Sanctions and Trade Controls Laws include economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and U.S. antiboycott laws and regulations.
  • 1.2. Gift Card means a card, code, or other device that provides prepaid access to funds or the value of funds that can be used in transactions involving a defined merchant(s) or location(s) or a card, code, or other device that acts as a cash-like product that can be used wherever the card’s, code’s, or other device’s network is accepted. Gift Card does not include Vouchers.
  • 1.3. Sanctioned Country or Territory means any country or territory against which comprehensive sanctions are imposed, administered or enforced by the United States, the United Kingdom, Australia, the EU, any EU Member States, Switzerland, the United Nations or United Nations Security Council, or any other country with jurisdiction over the activities undertaken in connection with this Agreement.
  • 1.4. Sanctioned Person means: (a) any natural person or entity that is designated for export controls or sanctions restrictions under any Applicable Sanctions and Trade Controls Laws, including but not limited to those designated under the U.S. List of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders List, Entity List, Denied Persons List, Debarred List, Australia’s Consolidated List, the UK Consolidated List and the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions; and (b) any entity 50% or more owned or any entity which is controlled, directly or indirectly, by one or more of the persons or entities in paragraph (a).
  • 1.5. Voucher means a non-transferable voucher, code, or coupon issued to a specific individual as part of the Program which can only be redeemed by that individual in exchange for specified goods or services from a single specified merchant. Vouchers have no cash value and cannot be redeemed for cash in whole or in part.

2. Applicable Sanctions and Trade Controls Laws

  • 2.1. Customer represents and warrants that Customer, its affiliates, subsidiaries, owners, officers, directors, employees, agents, and subcontractors are not Sanctioned Persons and are not owned or controlled by, or otherwise associated with, any Sanctioned Person. Customer represents and warrants that it complies, and agrees that it will comply, with Applicable Sanctions and Trade Controls Laws and does not, and will not, engage in any business dealings or transactions with a Sanctioned Person or in any Sanctioned Country or Territory except where Customer has a license to do so from the U.S. Government or is otherwise authorized by statutory exemption under Applicable Sanctions and Trade Controls Laws of the United States.
  • 2.2. If Supplier notifies Customer of a breach of Section 2.1, Customer shall have three (3) days to provide to Supplier clear and convincing evidence demonstrating that Customer has not violated Section 2.1.
  • 2.3. Any violation of Section 2.1 above shall be considered a material breach of the Agreement and notwithstanding anything to the contrary in the Agreement, Supplier shall have the right to terminate the Agreement immediately without penalty.
  • 2.4. Customer agrees to protect, defend, indemnify and hold Supplier harmless from and against all losses (including losses arising in connection with investigations by governmental authorities) which in any way result from Customer’s violation Applicable Sanctions and Trade Controls Laws or breach of Section 2.1.

3. Applicable Anti-Corruption Laws. Customer agrees to comply, and will ensure that its affiliates, subsidiaries, owners, officers, directors, employees, personnel, agents and subcontractors will comply, with any anti-corruption law that is applicable to Customer or Supplier under the laws of the United States or any country with jurisdiction over the Agreement, including but not limited to the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010.

4. Anti-Money Laundering. Customer agrees to execute instruments, provide information, make further warranties, or perform any other acts as may reasonably be requested by Supplier for the purpose of carrying out due diligence that may be required to comply with applicable anti-money laundering laws or regulations. Customer acknowledges and agrees that Supplier may be required to provide such information to the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury, or any other agency or instrumentality of the U.S. Government in connection with that agency’s law enforcement or regulatory functions.

5. Anti-Boycott Compliance. Customer represents and warrants that it complies, and agrees that it will comply, with all applicable laws prohibiting participation in boycotts maintained by a non-U.S. government that the U.S. Government does not support or endorse.

6. Miscellaneous. Customer agrees that (i) it will maintain personally identifying information for each employee (or Authorized User) that receives an Award under the Agreement, including a Gift Card or Voucher; (ii) Gift Cards and Vouchers will only be issued to Customer’s employees in connection with the Program (the employee recognition program described in the Agreement); (iii) Vouchers are not transferable between individuals, resaleable or refundable in part or in whole; and (iii) Vouchers are only valid for a single transaction (any remaining balance of the Voucher after the single transaction will be forfeited).

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