Array HQ Team Member Terms of Use

These Team Member Terms of Use (the "Team Member Terms") govern the relationship between Array HQ, Inc. ("Array HQ," "we," or "us") and any individual (a "Team Member" or "you") who enrolls in or otherwise uses Array HQ's dynamic employee rewards service ("My Array HQ") through an employer or engager that subscribes to My Array HQ (your "Employer").

1. Definitions

As used in these Team Member Terms, capitalized terms have the meanings set out below. Other capitalized terms are defined where they first appear.

"Employer" means the employer or engager through which you have accessed My Array HQ.
"My Array HQ" means Array HQ's application that Team Members access at my.arrayhq.com (or a successor location Array HQ designates) to participate in Employer-sponsored recognition, rewards, and engagement programs.
"Team Member Services" means the Team-Member-facing applications and features that Array HQ makes available from time to time, currently accessed through My Array HQ. Array HQ may add, modify, or discontinue Team Member Services in accordance with these Team Member Terms.
"Points" means the non-monetary, revocable units of recognition awarded to you through My Array HQ based on criteria established by your Employer, which may be redeemed for Rewards in accordance with these Team Member Terms.
"Privacy Policy" means the Array HQ privacy notice posted at arrayhq.com (or such successor location as Array HQ designates), as updated from time to time.
"Rewards" means the recognition, rewards, and incentive programs made available through My Array HQ by Array HQ or your Employer.
"Team Member" means an individual who enrolls in or otherwise uses My Array HQ through an Employer.
"Team Member Data" means information about you that you submit to Array HQ through My Array HQ, including enrollment information, communications, redemption selections, and any other personal information you provide through My Array HQ.

2. Acceptance

You accept these Team Member Terms by clicking "I agree" or a substantially similar affirmation when you first enroll in or activate My Array HQ. If you do not accept these Team Member Terms, you may not use My Array HQ.

3. Voluntary Use

Your use of My Array HQ is voluntary and is not required by your Employer in connection with your employment or engagement. You may stop using My Array HQ at any time.

4. Eligibility

You represent that you are at least 18 years old (or the age of majority in your jurisdiction, if higher) and legally able to enter into a binding contract.

5. Account; Security

You agree to provide accurate and current information, keep your credentials confidential, and notify Array HQ promptly of any unauthorized use of your account. You are responsible for all activity under your account.

6. No Employment Relationship

Array HQ is a technology platform. Array HQ is not your employer and is not a joint employer with your Employer. Final decisions regarding your employment, compensation, and any future employment opportunity rest with your Employer.

7. Rewards Program Administration

Your Employer designs and administers any rewards, recognition, or incentive program in which you participate through My Array HQ, including eligibility criteria, performance metrics, Points calculations and amounts, and the timing and form of any Rewards. Any such program is offered by your Employer on a discretionary and non-guaranteed basis, may be modified or discontinued by your Employer at any time, and is not intended to create a term or condition of your employment or an entitlement to Points or Rewards. The terms of your employment are between you and your Employer. Your Employer is responsible for providing Array HQ with the attendance, productivity, performance, and other data used to determine Rewards, and Array HQ is entitled to rely on that data without independent verification. Array HQ acts solely as the technology platform that facilitates the program, and any dispute regarding eligibility for, calculation of, denial of, or awarding of any Points or the payment of any Reward is solely between you and your Employer.

8. Program Changes

Your Employer may modify or discontinue its rewards program at any time, and Array HQ may modify the available Rewards, redemption requirements, and My Array HQ features. Continued use of My Array HQ after any such change constitutes acceptance of the change.

9. Nature of Points

Any Points credited to you through My Array HQ are a recognition unit only. Points have no cash value, are not currency, legal tender, gift cards, stored value, securities, or your property, may not be sold, assigned, or transferred to any other person, and may be modified, suspended, or cancelled in accordance with these Team Member Terms or the program rules established by your Employer.

10. Point Expiration

Points expire on the earlier of (a) the first day of the calendar month after (i) more than ninety (90) days have passed since the Points were awarded and (ii) you have not answered five (5) or more trivia questions in the preceding thirty (30) days, or (b) the end of your Employer's subscription. Expired or cancelled Points have no cash value. Because Points are not your property and have no cash value, expired or cancelled Points are not subject to escheat, abandoned-property, or unclaimed-property laws.

11. Effect of Termination of Employment

On termination of your employment or engagement with a participating Employer: (a) you will immediately stop accruing new Points; (b) any unredeemed Points will be forfeited and cancelled, and neither Array HQ nor your Employer will have any further obligation with respect to those Points; and (c) you will retain read-only access to your My Array HQ wallet, solely to access Rewards already redeemed (e.g. delivered gift card codes), for twelve (12) months following termination, after which your My Array HQ wallet and account may be closed.

12. Reward Fulfillment

Rewards are provided by third-party merchants and suppliers and are subject to the applicable merchant's terms and conditions. Array HQ does not warrant the quality, availability, or delivery of any specific Reward, and any dispute regarding a specific Reward's quality, delivery, or use is between you and the issuing merchant.

13. Taxes

Rewards you receive through My Array HQ may constitute taxable income to you. Array HQ does not provide tax advice. You should consult your Employer's HR or payroll team and your own tax advisor regarding the tax treatment of any Rewards you receive.

14. Team Member Data; License to Array HQ

You represent that the Team Member Data you submit to My Array HQ is accurate and that you have all rights necessary to provide it. You grant Array HQ and its affiliates and applicable contractors a worldwide, fully paid-up, royalty-free, sublicensable, limited-term license to host, copy, store, record, transmit, display, and otherwise use Team Member Data as reasonably necessary for Array HQ to provide My Array HQ and the Team Member Services and to exercise its rights under these Team Member Terms. Subject to the limited licenses granted in these Team Member Terms, Array HQ acquires no right, title, or interest in or to Team Member Data.

My Array HQ may use automated systems to contact you by email, SMS, in-app messaging, voice, chat, messaging applications (including WhatsApp), and social media direct messaging about Rewards, milestones, and other Platform features. By accepting these Team Member Terms, you expressly consent to receive such communications from Array HQ, from your Employer including communications sent using automatic telephone dialing systems, prerecorded or artificial voice, and AI-generated text. You may opt out of marketing messages at any time by replying STOP to an SMS message or following the unsubscribe instructions in an email. Transactional messages relating to Rewards redemptions, account security, and active opportunities may continue regardless of marketing opt-out.

16. Acceptable Use

You agree not to (a) submit false, misleading, or fraudulent information, impersonate any person, or misrepresent your affiliation; (b) violate applicable law, your Employer's applicable policies, or Array HQ's applicable policies in your use of My Array HQ; (c) use My Array HQ for any purpose other than your personal participation in your Employer's rewards and recognition programs and your own employment search; (d) submit Team Member Data that infringes any third-party right; (e) create, register, or maintain multiple or duplicate accounts, or manipulate rewards, Points, referral, or milestone features; (f) sell, transfer, exchange, or attempt to redeem Points or Rewards for cash, or transfer your account to any other person; (g) use My Array HQ on behalf of, or in the capacity of, a recruitment agency, staffing firm, headhunter, broker, or other third-party talent-sourcing provider, or to solicit other Team Members for third-party staffing or placement services; (h) harass, threaten, dox, or discriminate against any other person through My Array HQ; or (i) attempt to interfere with, gain unauthorized access to, or circumvent the security or operation of My Array HQ, including by scraping, using bots or other automated means outside Array HQ's published APIs and rate limits, transmitting malware, or attempting prompt injection or jailbreak techniques.

17. Disclaimer of Warranties

MY ARRAY HQ IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ARRAYHQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT YOU WILL RECEIVE ANY REWARD, INTERVIEW, OFFER, OR HIRE.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ARRAYHQ WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST WAGES, LOST OPPORTUNITIES, OR LOST DATA, ARISING OUT OF OR RELATING TO YOUR USE OF MY ARRAY HQ. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARRAYHQ'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TEAM MEMBER TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). NOTHING IN THESE TEAM MEMBER TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR LIABILITY UNDER APPLICABLE CONSUMER PROTECTION, EMPLOYMENT, PRIVACY, OR DATA PROTECTION LAWS THAT CANNOT BE WAIVED BY CONTRACT.

19. Indemnification

You agree to indemnify, defend, and hold harmless Array HQ and its affiliates, officers, directors, employees, and agents from any third-party claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) arising out of or relating to (a) your breach of these Team Member Terms, (b) your Team Member Data, or (c) your misuse of My Array HQ.

20. Term; Termination

These Team Member Terms apply from your first acceptance until your profile is deleted or your access is terminated. Array HQ may suspend or terminate your access to My Array HQ at any time, with or without notice, including for suspected misuse. Sections 9, 10, 11, 13, 14 (to the extent of Team Member Data lawfully used before termination), and 17 through 23 survive termination.

21. Dispute Resolution; Binding Arbitration; Class Action and Jury Trial Waivers

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND ARRAYHQ TO RESOLVE CERTAIN DISPUTES THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

(a) Carve-Out

This Section 21 does not apply to (i) any claim that you are an employee or joint employee of Array HQ or that My Array HQ forms a basis for an employment relationship with Array HQ; (ii) any claim that cannot lawfully be subject to predispute arbitration under applicable law, including claims under the California Private Attorneys General Act and claims of sexual assault or sexual harassment under the federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act; or (iii) wage-and-hour, workers' compensation, and unemployment claims against your employer.

(b) Informal Resolution

Before initiating arbitration, you agree to notify Array HQ in writing of any dispute at Array HQ's then-current notice address posted at arrayhq.com (or such other address Array HQ designates) and to negotiate in good faith for at least thirty (30) days.

(c) Binding Arbitration

Any dispute, claim, or controversy between you and Array HQ that is not within the carve-out in subsection (a) and is not resolved through informal resolution will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules then in effect, except that (i) either party may bring an individual claim in small-claims court if eligible, and (ii) either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights. The arbitration will be conducted in English and, at your election, in Delaware or in the county of your residence; if you do not elect, the seat will be Delaware. The Federal Arbitration Act governs the interpretation and enforcement of this Section 21.

(d) Class Action Waiver

YOU AND ARRAYHQ EACH AGREE THAT CLAIMS COVERED BY THIS SECTION 21 MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, CONSOLIDATED, OR PRIVATE-ATTORNEY-GENERAL ACTION.

(e) Jury Trial Waiver

YOU AND ARRAYHQ EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TEAM MEMBER TERMS.

(f) 30-Day Opt-Out

You may opt out of this Section 21 by sending written notice to Array HQ at its then-current notice address posted at arrayhq.com within thirty (30) days after first accepting these Team Member Terms.

(g) Severability of Arbitration Provisions

If the class-action waiver in subsection (d) is held unenforceable in any proceeding, the entirety of this Section 21 will be null and void as to that proceeding; the remaining subsections of this Section 21 are otherwise severable.

22. Governing Law; Venue

These Team Member Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to Section 21, the state and federal courts located in Wake County, North Carolina have exclusive jurisdiction over any action not subject to arbitration.

23. Modifications

Array HQ may modify these Team Member Terms from time to time. Material changes will be posted in-product or sent to the email address associated with your account. Continued use of My Array HQ after the effective date of a change constitutes acceptance of the modified Team Member Terms; you may decline by deleting your profile.

24. Miscellaneous

These Team Member Terms, together with the Privacy Policy, constitute the entire agreement between you and Array HQ regarding your use of My Array HQ. If any provision is held unenforceable, the remaining provisions remain in full force and effect. No waiver is effective unless in writing and signed by Array HQ.