The following words shall have the following meanings within these terms and conditions:

• Cashback: The relevant cashback offered to a Customer in an Offer.
• Customer: The customers of the Publisher, to whom the Publisher has provided Offers to.
• Data Protection Laws: Applicable legislation protecting the personal data of natural persons, including in particular the GDPR and the Data Protection Act 2018 and (in each case) any replacement to it, together with binding guidance and codes of practice issued from time to time by relevant supervisory authorities.
• GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data including where applicable any local implementing laws as updated from time to time.
• Success Fee: The fee to be paid by the Reward Partner to Krowd for successful Offer Redemptions as submitted by the Reward Partner as part of any Offer submission.
• Marketplace: The Krowd customer acquisition marketplace hosted at www.krowd.ai where the Reward Partner places Offers.
• Offer: The cashback offers uploaded by the Reward Partner onto the Marketplace for the purchase of certain goods or services from the Reward Partner.
• Offer Redemptions: The purchase of goods and services by a Customer that is subject to an Offer.
• Publisher: Participating banks, financial partners, airlines, employee benefit platforms and other partners of Krowd who provide Offers to their end customers and users.

2.1 The Reward Partner shall make an Offer available through the Marketplace by completing the Offer submission on the Marketplace which shall include such information as is required for Krowd to host the Offer on the Marketplace, including target Customer group, qualifying offer criteria, total available offer budget as well as upload Reward Partner's logo and any other images or content as may be reasonably required to enable the hosting of the Offer. Krowd and Publisher can use Partner logo and other brand assets (e.g. name) for marketing purposes once they sign in to the Offer.

2.2 The value of the Offer and the Success Fee is set out in clause 6 of these terms and conditions.

2.3 By making an Offer submission, the Reward Partner undertakes to honour such Offer for all and any purchases made by Customers who make an Offer Redemption.

Scenario 1: Krowd's Monthly Campaign

The Reward Partner is responsible for the information shared with Krowd including such information as their unique Merchant ID, address, Merchant name, which is required for the Offer submission. If the information provided results in the incorrect Dining Offer Redemption by eligible Customers, the Reward Partner undertakes to honour such Offer Redemptions and cover the cost of it.

If the Merchant ID cannot be sourced because the Reward Partner accepts payments through a third-party provider (PayFac), responsibility for the availability and accuracy of the Merchant ID lies with the third-party provider. Inclusion of the Reward Partner in the offer is therefore subject to the data provided and is at the sole discretion of Publishing Partner.

2.4 Reward Partner Offer submissions may be amended by the Reward Partner at any point up until 30 calendar days before the end of the month prior to the month in which the Offer is due to be run (the "Amendment Period"). Past this point, all amendments shall be at the discretion of Krowd.

2.5 Krowd offers specialized dining programs like Amex Dining that operate in 3-month campaign cycles. Reward partners are automatically enrolled for subsequent cycles. Reward partners that commit to participating in such Dining programs cannot opt out of a current/live cycle. To opt out of a subsequent cycle, partners must provide a thirty (30) day notice prior to the end of their current cycle.

Scenario 1: Krowd's Monthly Campaign

Krowd conducts its campaigns on a monthly rotation. For instance, if a Reward partner is active in the June campaign, running from June 1st to June 30th, they are set to be auto-enrolled in the subsequent July campaign, covering July 1st to July 31st. To decline participation in the July cycle, the partner needs to inform Krowd by May 31st, ensuring a thirty (30) day notification ahead of the start of the next campaign.

Scenario 2: Defined Campaign Dates

The Dining programs are campaigns with defined campaign dates. In the event that the Reward Partner joins a campaign with a defined period, the Reward Partner commits to participating throughout the entire duration of said period.

Should a subsequent campaign commence immediately following the conclusion of the previous campaign, the Reward Partner is required to notify Krowd of their intention to discontinue participation no less than thirty (30) days prior to the end of the current campaign.

2.6 Following successful completion of an Offer submission, Krowd shall confirm to the Reward Partner acceptance of the Offer along with relevant details; Krowd reserves the right to not approve any Offer or ask for reasonable amendments prior to such approval.

2.7 Krowd shall make the Offer available to a portfolio of Publishers; should the Reward Partner not want the Offer to be made with any specific Publishers then it must notify Krowd via info@krowd.ai within the Amendment Period otherwise Krowd shall make the Offer available to all Publishers it deems fit.

2.8 Krowd may upload the Merchant IDs to the Marketplace up to 30 days before the Offer goes live in order to review transaction analytics.

2.9 Merchant Commitment & Financial Responsibility

• Merchants participating in Krowd's Marketplace agree to fulfill their offers for the entire campaign duration.
• In the event a Merchant withdraws from a campaign prematurely, they shall remain financially liable for any outstanding cashback, promotional fees, or penalties as determined by Krowd.
• If a Merchant defaults on financial obligations, Krowd reserves the right to withhold payments or apply necessary legal remedies.
• Reward Partners should avoid changing their Merchant ID (MID) during an active campaign, as it may affect tracking, performance, invoicing and cashback redemptions. If a change is necessary, they must notify Krowd immediately. Krowd will assess the impact and liaise with the Publishing Partner, but continuity of performance or inclusion cannot be guaranteed mid-cycle.
• If a Publishing Partner detects a new MID, they may make an informed decision to include it in the offer based on factors such as transaction volume, address, and a match with the merchant's name particularly if the original MID shows reduced or no activity. Krowd will contact the merchant to confirm the new MID. If no response is received within 15 working days, the new MID will be added to the offer by default.

Merchant Closure or Business Transfer

• If a Merchant closes their business, undergoes a change in ownership, or experiences significant financial distress affecting their ability to honor offers, they must notify Krowd within seven (7) business days.
• Krowd shall have the discretion to terminate ongoing offers from the affected Merchant or seek alternative compensation for customers affected.
• Any unfulfilled cashback liabilities shall remain the responsibility of the Merchant or in the case of acquisition, its legal successor.

3.1 Where the goods being offered by the Reward Partner have a return period, Krowd shall invoice the Success Fee on completion the applicable return period (up to a maximum of 30 days).

4.1 Krowd only stores the names and email addresses of the Reward Partner's staff that log onto the Krowd Customer Acquisition Marketplace. Krowd does not store or process additional personal data from Reward Partners or from its Publishers. Examples of non-personal information include, but are not limited to, Customer IDs, Transaction IDs, and Demographic information.

4.2 The main purposes for which Krowd use non-personal information are:

• Management and administrative purposes of your purchases through Krowd
• Providing services tailored to you
• Analysis and market research
• Updates and service communications
• Transaction monitoring

4.3 For the remainder of this clause 4 the expressions "Data Controller", "Data Processor", "Data Subject", "Personal Data", "Personal Data Breach" and "Process" have the meanings given to them in the Data Protection Laws.

4.4 Krowd must duly observe all its obligations under the Data Protection Laws which arise in connection with the provision of the services under the contract created by these terms and conditions and not do anything which puts the Reward Partner in breach of the Data Protection Laws.

4.5 Insofar as Krowd Processes Personal Data for the Reward Partner as a Data Processor, Krowd must:

• process the Personal Data solely on the documented instructions of the Reward Partner, for the purposes of providing the services contemplated by these terms and conditions;
• process only the types of Personal Data, relating to the categories of Data Subjects, and in the manner required to deliver the Services, and in the manner agreed by the parties;
• take all measures required by Article 32 of the GDPR and/or any Policies to ensure the security of the Personal Data;
• take reasonable steps to ensure the reliability of any staff who may have access to the Personal Data, and their treatment of the Personal Data as confidential;
• not transfer the Personal Data to any country outside the European Economic Area (EEA) without the prior written consent of the Reward Partner;
• not permit any third party to Process the Personal Data without the prior written consent of the Reward Partner, such consent to be subject to Krowd meeting the conditions set out in Article 28 (2) and (4) of the GDPR;
• promptly notify the Reward Partner of any communication from a Data Subject regarding the Processing of their Personal Data, or any other communication (including from a supervisory authority) relating to either party's obligations under the Data Protection Laws in respect of the Personal Data;
• immediately upon becoming aware, and in any case within 24 hours, notify the Reward Partner of any Personal Data Breach, such notice to include all information reasonably required by the Reward Partner to comply with its obligations under the Data Protection Laws;
• permit the Reward Partner, on reasonable prior notice, to inspect and audit the facilities and systems used by Krowd to Process the Personal Data, the technical and organisational measures used by Krowd to ensure the security of the Personal Data and any and all records maintained by Krowd relating to that Processing;
• provide any assistance reasonably requested by the Reward Partner in relation to (i) any communication received under clause 4.5(vii), as well as any similar communication received by the Reward Partner directly; and (ii) any Personal Data Breach, including by taking any appropriate technical and organisational measures reasonably requested by the Reward Partner;
• where requested by the Reward Partner, delete any Personal Data in accordance with the Reward Partner's then current data retention policy; and
• cease Processing the Personal Data immediately upon the termination or expiry of this agreement and at the Reward Partner's option either return, or securely delete the Personal Data.

4.6 Data Responsibility & Accuracy

• Merchants confirm that all transaction data provided to Krowd is accurate and complete.
• If a Merchant's data submission results in incorrect cashback calculations or fraudulent redemptions, they shall bear full financial responsibility for any excess cashback payouts.
• Krowd reserves the right to conduct periodic audits to verify the accuracy of submitted data.
• If discrepancies are found, Krowd may apply corrective actions, including suspending the Merchant from future campaigns.

5.1 Krowd receives transaction data from Publishers on the 7th and 21st of each Month +0. For a campaign that concludes in Month 0, Krowd will receive initial data on the 7th and 21st of Month +1. Based on this, Krowd will endeavor to issue invoices and an analytics report by the 25th of Month +1. However, additional transaction data may be received in the following months due to delayed settlements. In principle, Krowd typically receives:

• 80%–98% of Month 0 campaign data in Month +1
• 2%–9% in Month +2
• Up to 1% in Month +3

Therefore, should Krowd receive any data outside of the invoicing period that relates to Offer Redemptions, Krowd shall be entitled to invoice for such Offer Redemptions in the next invoice.

5.2 Krowd shall invoice the Reward Partner on a monthly basis, primarily via Direct Debit through the GoCardless Direct Debit system on the Marketplace. Invoices must be settled within two weeks from the date of issuance. Late payments will incur interest at a rate of 3% above the base rate of Barclays Bank.

5.3 Merchants that do not use Direct Debit for payments shall be subject to a 0.5% handling fee on the total invoice amount to cover administrative and processing costs. This fee will be applied to every invoice issued.

5.4 Deposit and Refund

The merchant could be required to pay a deposit via direct debit to cover any cashback that may be owed to the customers as part of the campaign. Any remaining funds from the deposit shall be returned to the merchant within 8 working days after the end of the campaign. The deposit shall be refunded to the merchant in the same method of payment that was used to pay the deposit. The merchant shall be responsible for any fees or charges associated with the direct debit transaction, including but not limited to bank fees or insufficient funds fees. In the event that the merchant breaches any terms of this agreement, the deposit may be used to cover any damages or losses incurred by the Krowd.

5.5 Krowd undertakes to transfer the Cashback received from the Reward Partner to the relevant Publisher for payment to its Customers, pursuant to its relevant terms and conditions with that Publisher.

6.1 The Success Fee shall be a % of the value of Offer Redemptions as detailed in Schedule 1.

6.2 The Cashback Fee shall be a % of the value of Offer Redemptions as detailed in Schedule 1.

7.1 Krowd will promote offers from the Reward partner to a portfolio of exclusive Publishers that have access to customers. If you do not want to be automatically enrolled to subsequent campaign cycles, and consequently want to select a Publisher of choice then the Reward Partner will need to opt-out in accordance with the notice periods set out in this agreement.

7.2 Such requests should be communicated in writing to Krowd via info@krowd.ai.

7.3 Publisher Marketing Rights

• Participating Merchants acknowledge and agree that Krowd's Publisher partner may use their branding (logo, Merchant name, copy), offers, and campaign details for marketing and promotional purposes.
• Any Merchant opting out of specific marketing activities must provide written notice to Krowd at least thirty (30) days before the campaign launch.
• The Publisher reserves the right to define marketing placements, messaging, and formats in compliance with applicable regulations.

8.1 The Offer shall remain on the Marketplace for the duration of the Offer, as selected by the Reward Partner during the Offer submission. The Reward Partner may request for an Offer to end early by providing written notice to Krowd via info@krowd.ai. Krowd shall, upon its discretion, remove the Offer by the end of the month following the month in which such notice is given. Notwithstanding the foregoing, Krowd reserves the right to remove an Offer at any time in its complete discretion. If the Reward partner decides to withdraw an offer during an ongoing 3-month Dining campaign, the offer will remain active until the campaign's scheduled end date.

9.1 Krowd acts solely as an intermediary, facilitating the presentation of Offers to the Publisher, who in turn makes these available directly to Customers. Each Offer Redemption forms a distinct contract between the Reward Partner and the Customer, for which the Reward Partner is solely responsible. This includes compliance with all applicable laws concerning the provision of goods or services and fulfillment of contracts. The Reward Partner indemnifies Krowd and its Publishers against any losses or claims arising from (a) the Reward Partner's failures to honour Offers; or (b) issues related to marketing materials provided to Krowd. Similarly, Krowd shall indemnify, defend and hold harmless the Reward Partner against any losses or claims resulting from (a) Krowd's failure to correctly disburse cashbacks as agreed; and (b) any action demand, claim or allegation that the Reward Partner's use of the Market Place or any other resources provided by or on behalf Krowd infringes any rights of any third party. Each party warrants that it possesses the necessary legal rights to all materials, including marketing content and logos, provided to the other party as part of the Offer's execution.

9.2 Krowd is not responsible for Publishers subsequent marketing of the Offer and makes no representations or warranties about the extent to which an Offer is marketed, including whether it is marketed at all. Krowd is not responsible for any failure by a Publisher or itself to make an Offer available.

10.1 The Reward Partner grants Krowd and Publishers a revocable, royalty-free, non-exclusive, non-transferable, non-sublicensable licence to use the Reward Partner's trade marks and other marketing material provided as part of the Offer submission by the Reward Partner through the Marketplace for the purposes of solely making the Offer available and to be used in Krowd's marketing materials, including Krowd's website.

10.2 Krowd hereby grants to the Reward Partner a worldwide, non-exclusive, Irrevocable licence to use the Marketplace.

11.1 Both parties agree that nothing in these terms and conditions is intended to exclude or limit the liability of:

• either party for death or personal injury resulting from negligence;
• either party for fraud or fraudulent misrepresentation;
• either party for any liabilities in any way that is not permitted under applicable law;
• exclude any liabilities that may not be excluded under applicable law; and
• Krowd for any Losses for which it provides and indemnity under the Agreement.

11.2 Neither party shall be liable to the other in respect of:

• any loss of profits or anticipated savings;
• any loss of respite or income;
• any loss of business, contracts, or opportunities; or
• any special, indirect, or consequential loss or damage.

11.3 Subject to clauses 11.1 and 11.2, the maximum aggregate liability of the Reward Partner under and/or in connection with these Terms and Conditions (whether in contract, tort (including negligence) or otherwise), in respect of all acts, omissions (including negligence), breach of statutory duty or breach of warranty of the Reward Partner and/or their officers, employees, agents, contractors or subcontractors, shall not in the aggregate exceed the total fees paid by the Reward Partner.

12.1 These terms come into effect on an Offer submission and remain in effect until that Offer has been completed.

12.2 Both parties shall keep the terms of the agreement and all and any underlying data shared or processed as part of the agreement confidential, save where required to disclose by law.

12.3 All notices may be given, in the case of Krowd to the address at the top of these terms and conditions and by email to info@krowd.ai, in the case of the Reward Partner, to the address and email provided as part of the Offer submission.

12.4 This agreement constitutes the entire agreement between the parties in relation to the subject matter it contains.

13.1 These terms and conditions and all matters, including non-contractual obligations, arising hereunder shall be governed by the laws of England and Wales and each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.