MARKETING SERVICES ONLINE PROGRAM TERMS & CONDITIONS

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN VERY IMPORTANT INFORMATION ABOUT THE TERMS APPLICABLE TO YOUR PARTICIPATION IN THE MARKETING SERVICES PROGRAM. BY CLICKING THE CHECK BOX INDICATING YOU AGREE TO THE PROGRAM’S TERMS AND CONDITIONS AND CLICKING “SUBMIT,” YOU AGREE TO BE BOUND BY THESE TERMS INCLUDING THE ARBITRATION PROVISION.

Rewards Network Establishment Services Inc., a Delaware corporation (“Rewards Network,” “We” and/or “Us”) provides the Rewards Network Marketing Services Program (the “Program”). These terms and conditions, including our privacy policy, (collectively, “Terms”) are between the legal entity identified by you in the application (“Merchant” and/or “You”) and us, and there are no third-party beneficiaries of these Terms except as expressly stated herein. By agreeing to these Terms on behalf of the Merchant, you represent and warrant that you have the authority to agree to be bound by these Terms.

Marketing Services

During your Program participation, we will market the location(s) identified by you and approved by us (“Participating Location(s)”) to “Members” who are enrolled in rewards programs operated by us or managed by us for “Partners” who offer our program to members of their own rewards programs. The marketing that we provide may include email, websites or other marketing as determined by us. We will provide a reward to Members who have a Qualified Transaction (defined below) at a Participating Location. We will also provide you with operational insight and customer feedback services relating to the Qualified Transaction(s), as we determine, based on information that we receive or gather from your Program participation. (All Member marketing provided hereunder, along with all operational insight and customer feedback services, is referred to as the “Marketing Services”.)

Program Fee; Qualified Transaction

You agree to pay us a “Program Fee” for our Marketing Services in the amount of 20.0% of each Qualified Transaction. A “Qualified Transaction” is any transaction in which a Member uses a credit, debit or other payment card (“Payment Card”) registered with us to purchase goods and services at a Participating Location and which meets our requirements to qualify for a Member reward. The amount of a Qualified Transaction is the full amount of the Payment Card transaction and includes taxes and tip. This Program Fee can only be revised by an authorized representative of Rewards Network. If an authorized representative of Rewards Network alters the Program Fee based on your representations regarding monthly sales, and those representations regarding monthly sales are determined by Rewards Network to be false, you will be responsible for the 20.0% Program Fee set forth in these Terms.

Authorized Processors; Disclosures to American Express; Processor Changes

Use of Authorized Processors

You agree to accept Payment Cards for business transactions at all Participating Locations, to use only Payment Card processors authorized by us (“Authorized Processor(s)”) to process all of your Payment Card transactions, and to provide us with information for all Payment Card transactions at such locations through the Authorized Processors. You authorize the Authorized Processor(s) and any other entity that provides Payment Card-related services and has access to information on Payment Card transactions at such locations (including a payment card network), to provide us any information we request concerning your Payment Card transactions, including, but not limited to, aggregate Payment Card transactions and transaction amounts, so that we can monitor your compliance with these Terms and identify Qualified Transactions for the purpose of providing rewards to our Members. During your participation in the Program, you agree not to use Payment Card processors that are not Authorized Processors, either in addition to or in lieu of Authorized Processors.

American Express Authorization

During your participation in the Program, you specifically authorize American Express to provide to us, on a daily basis, the following information at your American Express-designated SE number level: (i) % Payment Card spend by Members of the aggregate Payment Card spend at all Participating Locations; and (ii) % of Payment Card transactions by Members of the aggregate number of Payment Card transactions at all Participating Locations. We will treat the foregoing information in accordance with our Merchant Privacy Policy, available at www.rewardsnetwork.com/privacy. You may withdraw the foregoing authorization by terminating your participation in the Program as provided in the Termination Section.

Processor Changes; Effect of Missed Transaction Data on the Program Fee

You recognize that, if a change from an Authorized Processor is carried out without any advance notice to us, we will lose our ability to collect the Program Fee and reward our Members for Qualified Transactions at your Participating Location(s). For this reason, if you change to another Payment Card processor during your Program participation, you must give us 15 days advance written notice of any such change. The notice must be directed to clientservices@rewardsnetwork.com. If you do not give us the required notice, you must pay us a $500 administrative processor change fee.

Method of Payment to Us

You will receive full payment for all Payment Card transactions from your Authorized Processor(s), but an amount equal to the Program Fee will be held by you in trust for us and you will remit that amount to us. We may debit the amount of the Program Fees from the Bank Account or Substitute Bank Account at any time.

Certification and Designation of Bank Account

You certify that the deposit account information (“Bank Account”) provided to us is a checking account in good standing; that the Bank Account is used primarily for business purposes and not established primarily for personal, family or household purposes; that you are the owner, holder or authorized user of the Bank Account; that you are authorized to withdraw funds from the Bank Account; and that you have designated the Bank Account as the Bank Account to be used for your participation in the Program.

Authorization to Initiate Electronic Debits to Bank Account (“Authorization”)

You irrevocably authorize us (which includes for the purposes of this authorization, our agents, service providers, successors and assigns) to initiate electronic debit entries via the Automated Clearing House (“ACH”) network or similar network to the Bank Account or any substitute bank accounts you later specify (“Substitute Bank Account(s)”) for any amounts due to us, including the Program Fee, on or after the dates such amounts are created or come due. If you deliver on a daily basis, you authorize us to initiate a single debit for the combined amounts of different days’ Program Fees (e.g., initiate a single debit on Monday for Program Fees that were created on Friday, Saturday and Sunday) or to initiate individual debits for such Program Fees. In the event we make an error in processing any payment, you authorize us to initiate an ACH debit to or from the Bank Account or Substitute Bank Account(s) to correct the error. You agree that you will not cancel this Authorization or instruct any depository institution holding our Program Fee to reject our debits. You will not allow a Bank Account to be closed or replaced unless you provide us at least 10 days advance written notice and sufficient information and documentation for us to update our records relating to a replacement Banks Account. The notice must be directed to clientservices@rewardsnetwork.com. If we are unable to withdraw amounts from a Bank Account or Substitute Bank Account(s) for any reason, you agree to pay us a $25 returned transaction fee for each such occurrence in addition to all other remedies available to us. You authorize us to initiate a separate debit to the Bank Account or Substitute Bank Account(s) for this fee or to add this fee to a debit for a subsequent Program Fee. In the event that any debit is not successful, you authorize us to reinitiate the debit up to two additional times. You acknowledge that the origination of ACH debits from the Bank Account and Substitute Bank Account(s), if applicable, must comply with U.S. law and the Rules and Operating Guidelines of NACHA (formerly known as the National Automated Clearing House Association). You agree to be bound by the Rules and Operating Guidelines of NACHA.

Termination

You can terminate your participation in the Program by sending not less than thirty (30) days prior written notice to us. We can terminate your participation in the Program at any time by sending not less than thirty (30) days prior written notice to you. Your participation in the Program will terminate and Rewards Network will have no further obligation to you at the close of your business on the 30th day after the written notice is received. We may terminate you participation in the Program immediately if (i) we are unable to debit the Bank Account or Substitute Bank Account(s); (ii) we do not receive information on Payment Card transactions from your Authorized Processor; (iii) your business is interrupted or changed so that Members cannot have Qualified Transactions during a one-week period; (iv) we revoke the authorization of an Authorized Processor and you do not obtain a replacement within 15 days after receiving notice from us; or (v) you breach these Terms in any other manner and the breach is not cured within 3 days after we notify you of the breach. If within 6 months after you begin participation in the Program, via continuous participation under these Terms and any prior Marketing Services Agreement or Marketing Services Program, we terminate your Program participation for your non-performance other than for (iv) above, you agree to pay us a termination fee of $350, in addition to any other amounts due.

Indemnification

You agree to indemnify, defend and hold us and our affiliates harmless from and against all losses and expenses incurred by us or our affiliates in connection with any claim initiated by any third party in connection with any alleged act or failure to act by you.

Intellectual Property and Data Rights

We grant you no right to use, and you agree not to use, any intellectual property of ours or any third party (including, without limitation, any Partner). You grant permission to us, including our employees, agents, contractors and affiliates, to create ourselves or copy and modify from your or your franchisor’s Website or social media pages, profiles, or other presences (“Your Social Media”) visual images, photographs, digital images, drawings, renderings, accompanying written descriptions, or any other materials that capture you, your property, signage, menus, and personnel and any intellectual property embodied therein (“Your Images”). You represent and warrant that you have all rights to grant, and hereby grant to us, our Partners, our affiliates, and our third-party service providers and independent contractors a limited, non-exclusive, royalty-free license to scrape, capture, or otherwise copy and publicly use (including but not limited to reproduce, display and distribute) Your Images that you provide or that we create or obtain or modify from your or your franchisor’s Website or Your Social Media in connection with our marketing services, including but not limited to all of franchisor’s materials, marks and trade dress if you are a franchisee. You grant us the right, subject to all applicable laws, to use and distribute in any manner the information that is created or collected through our Program. To the extent that you identify for us a specific website or social media site to use, you are identifying that website or social media site for administrative convenience only, and you agree that we are not obligated to use images exclusively from that website or social media site. We reserve the right to scrape, capture or otherwise copy and publicly use Your Images in our sole discretion without prior approval.

Chargebacks

You will be responsible for all chargebacks or billing disputes relating to Qualified Transactions.

Limitation on Liability

We will not be liable for any loss of profits or special, consequential, incidental or punitive damages arising out of or relating to your participation in the Program to the maximum extent permitted under Illinois law.

Governing Law

These Terms are governed by, and any dispute, claim or controversy arising out of or relating to these Terms or your participation in the Program shall be resolved in accordance with the laws of the State of Illinois (to the exclusion of its conflict of laws rules).

Arbitration Agreement

Unless prohibited by federal law, you and we each shall have the option to require any claim or dispute relating in any way to these Terms or the Parties’ dealings with one another (“Claim”), except for a Claim concerning the validity, scope or enforceability of this Arbitration Agreement, to be resolved through BINDING INDIVIDUAL ARBITRATION. This Arbitration Agreement involves interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), and not by state law.

In any claim or dispute to be resolved by arbitration, neither you nor we will be able to have a court or jury trial or participate in a class action or class arbitration. Other rights that you and we would have if you or we went to court will not be available or will be more limited in arbitration, including the right to appeal. You and we each understand and agree that by agreeing that either of us can require a claim or dispute to be resolved by individual arbitration, WE ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE ONE OF US CHOOSES TO RESOLVE THROUGH ARBITRATION SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION OR ANY SIMILAR PROCEEDING. The arbitrator(s) may not consolidate the claims of multiple parties.

Arbitrations shall be administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures or comparable JAMS rules in effect at the time the arbitration is initiated. You may obtain information about arbitration, arbitration procedures and fees from JAMS by calling 800-352-5267 or visiting www.jamsadr.com. If JAMS is unable or unwilling to arbitrate a dispute, then the dispute may be referred to any other arbitration organization or arbitrator you and we agree upon in writing or that is appointed pursuant to section 5 of the FAA. The arbitration shall take place in the federal judicial district where you are located. The arbitrator shall be authorized to award any relief that would have been available in court, provided that the arbitrator’s authority is limited to you and us alone, except as otherwise specifically stated herein. No arbitration decision will have any preclusive effect as to non-parties. The arbitrator’s decision shall be final and binding. The Parties agree that this Arbitration Agreement extends to any other parties involved in any Claims, including but not limited to your and our employees, affiliated companies and vendors. This Arbitration Agreement shall take precedence over the rules of the arbitration organization or arbitrator in the event of any conflict.

We will be responsible for paying all arbitration fees other than the amount of filing fees you would have incurred in a state or federal court where you are located, whichever is less. Notwithstanding any other provision herein, you and we may not require arbitration of a Claim filed in a small claims court for Claims within its jurisdiction. In addition, notwithstanding an election to require arbitration of a Claim, you and we each may exercise any lawful rights to seek provisional remedies or self-help, without waiving the right to arbitrate by doing so. Notwithstanding any other provision of this Agreement, if the foregoing class action waiver and prohibition against class arbitration is determined to be invalid or unenforceable, then this entire Arbitration Agreement shall be void. If any portion of this Arbitration Agreement other than the class action waiver and prohibition against class arbitration is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Arbitration Agreement. This Arbitration Agreement will survive the termination of this Agreement and/or your or our bankruptcy or insolvency (to the extent permitted by applicable law).

YOU HAVE THE RIGHT TO REJECT THIS ARBITRATION AGREEMENT, BUT YOU MUST EXERCISE THIS RIGHT PROMPTLY. If you do not wish to be bound by this arbitration agreement, you must notify us in writing within thirty (30) days of submitting your application. You must send your request to clientservices@rewardsnetwork.com. The request must include the Merchant’s full name, address, account number, and the statement “I reject the Arbitration Agreement contained in my Rewards Network Marketing Services Online Program Terms.” If you exercise the right to reject arbitration, the other provisions in these Terms shall remain in full force and effect as if you had not rejected arbitration.

Contacting You

You authorize us and our affiliates, agents, representatives, assigns and service providers (collectively, the “Messaging Parties”) to contact you using automatic telephone dialing systems, artificial or prerecorded voice message systems, text messaging systems and automated email systems in order to provide you with information about these Terms and your Program participation, including without limitation information about any amounts you may owe us. You authorize the Messaging Parties to make such contacts using any telephone numbers (including wireless, landline and VOIP numbers) or email addresses you supply to the Messaging Parties in connection with these Terms, your Program participation or any other matter. You understand that anyone with access to your telephone or email account may listen to or read the messages the Messaging Parties leave or send you, and you agree that the Messaging Parties will have no liability for anyone accessing such messages. You further understand that, when you receive a telephone call, text message or email, you may incur a charge from the company that provides you with telecommunications, wireless and/or Internet services, and you agree that the Messaging Parties will have no liability for such charges. You expressly authorize the Messaging Parties to monitor and record your calls with the Messaging Parties. You understand that, at any time, you may withdraw your consent to receive text messages and calls to your cell phone or to receive artificial or prerecorded voice message system calls by calling (800) 422-5155, emailing us at clientservices@rewardsnetwork.com, or writing to us at Rewards Network, attn: Client Services, 2 N. Riverside Plaza, Suite 200, Chicago, IL 60606. To stop text messages, you can also simply reply “STOP” to any text message the Messaging Parties send you. To stop emails, you can follow the opt-out instructions included at the bottom of the Messaging Parties’ emails.

Miscellaneous

Assignment

Neither these Terms nor your participation in the Program are assignable or transferable by you. These Terms will be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Authority; Further Assurances; Operation of Business

You represent and warrant that you have the full power and authority to enter into these Terms and to perform your obligations under these Terms and that these Terms constitute a legal, valid and binding obligation enforceable against you. You will operate your business (i) in accordance with all applicable federal, state and local laws, including without limitation all laws relating to the collection and remittance of taxes to applicable taxing authorities, and all labor and employment laws, including those relating to withholding of taxes and payment of gratuities, and (ii) in a manner that is not reasonably likely to adversely impact our relationship with our Members and Partners.

Privacy Policy

You agree to our merchant privacy policy, which is available at www.rewardsnetwork.com/privacy, as updated by us from time to time.

Notices

All notices will be in writing and will be deemed given (i) to you when sent to your address, email address or fax number shown in our records; and (ii) to us when sent via electronic mail to clientservices@rewardsnetwork.com.

Entire Agreement; Amendments

These Terms contain the entire understanding between the Parties and supersede all prior agreements in any form between the Parties; however, any of your outstanding obligations owing under any prior agreement and/or any grant by you of any security interest to us under any prior agreement are not extinguished by these Terms. These Terms will not be modified except as agreed to in writing by both Parties. You acknowledge and agree that you have entered into these Terms without any reliance on any or statement, warranty or representation by us or our agents or representatives for the consideration expressed herein.

Partial Invalidity and Waiver

If any provision herein other than the arbitration provision is held to be unenforceable, such provision will be ineffective only to the extent of such unenforceability without invalidating the remainder of the Terms. Our failure to enforce at any time any part of these Terms is not a waiver of rights nor in any way affects the validity of these Terms.

Third-Party Beneficiary; No Agent

Except as otherwise specifically stated herein, nothing in these Terms will operate to confer benefits on entities other than you, us or our respective successors or assigns; except that American Express is the intended third party beneficiary with respect to the “Authorized Processors; Disclosures to American Express; Processor Changes” section of these Terms and reserves all rights to assert any and all claims in connection with such section, as if it were a party to these Terms. The Parties hereby expressly agree that we are not your fiduciary or partner.

Non-Disclosure Obligations

You agree that you will not disclose the terms of the Program, including regarding Program Fees, except as may be required by applicable law.

THIS AGREEMENT WILL BE BINDING ON THE DATE WE APPROVE AND ACCEPT THE AGREEMENT. BY CLICKING THE CHECK BOX INDICATING YOU AGREE TO THE PROGRAM’S TERMS AND CONDITIONS AND PRIVACY POLICY AND CLICKING “JOIN NOW,” YOU AGREE TO THE TERMS OF THE PROGRAM AS OUTLINED ABOVE, INCLUDING THE ARBITRATION CLAUSE. YOU CONFIRM THAT BEFORE YOU SUBMITTED YOUR AGREEMENT TO THE PROGRAM’S TERMS, YOU HAD THE OPPORTUNITY TO REVIEW THESE TERMS.

Last Updated: November 29, 2018

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