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Please read these Terms and Conditions (“Terms and Conditions” or “Agreement”) carefully. This Agreement affects your rights.

Ebates Performance Marketing, Inc. dba Rakuten Rewards ("Rakuten" or “we”) makes available a service that allows eligible users to receive rewards on purchases made with an enrolled payment card at participating retailers, brands, and participating merchants (“Affiliate Stores”) through websites and applications of our partners (“Partner”) (the “Service” or the “Rakuten Partner Rewards Program”). These terms are separate from the terms and conditions governing a Rakuten Member’s account and participation of the programs offered on website www.rakuten.com and related applications, which are set forth at www.rakuten.com/terms. Rakuten is part of the Rakuten Group, which includes the affiliates and subsidiaries of our parent company, Rakuten Group, Inc., based in Tokyo, Japan.

This Agreement constitutes a legally binding agreement between each individual who enrolls in the Service (“you”) or otherwise uses the Service. If you use the Service, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DISCONTINUE PARTICIPATION IN AND USE OF THE SERVICE AND REMOVE YOUR PAYMENT CARDS FROM THE SERVICE.

NOTICE REGARDING DISPUTE RESOLUTION: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND RAKUTEN HAVE AGAINST EACH OTHER ARE RESOLVED (SEE SECTION 3, “DISPUTE RESOLUTION AND ARBITRATION AGREEMENT,” BELOW), INCLUDING AN OBLIGATION TO ARBITRATE DISPUTES, WHICH WILL, SUBJECT TO LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING ARBITRATION

1. ACCEPTANCE OF THESE TERMS

You accept these terms when you enroll an eligible card in the Service by selecting “Join” or taking any similar actions to accept the Rakuten Partner Rewards offer. Rakuten may add to, change or remove any part of these terms from time to time. If Rakuten changes any material terms that would have a material adverse effect on your rights as they are presented to you in these terms, Rakuten will notify you via email or through other reasonable electronic means. Your continued participation in the Service, including receiving benefits and rewards when you make a qualifying transaction at Affiliate Stores, constitutes your acceptance of any changes to these terms.

2. PROGRAM ELIGIBILITY

2.1 Our Service is not available to and should not be accessed or used by residents outside the 50 United States or Washington D.C. To participate in the Rakuten Partner Rewards Program, you must be at least 18 years old. To redeem certain offers and promotions and use the Service, you may elect to provide us with additional information. Information that you submit through the Service may be saved and available for your use in our other services. Any and all information collected from you shall be subject to our Privacy Policy, which is hereby incorporated by reference.

3. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

3.1 THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR RAKUTEN WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

3.2 Rakuten tries to address any disputes without the need to initiate a formal legal case. You agree that prior to submitting any dispute or claim to arbitration for resolution, you and Rakuten agree to make a good faith effort to resolve it informally, including having at least one telephone or videoconference conversation between you, personally, and Rakuten. To initiate this good faith effort to informally resolve a dispute, you agree to notify Rakuten in writing by submitting your request through our Rakuten Customer Service page. Please be sure to select “It’s something else” under Topics in your request and provide the nature of the dispute, the basis for your claims and the resolution that you are seeking, including any monetary amount, with as much detail as you can provide so that we can gain a sufficient understanding of the dispute. Within the sixty (60) days following our receipt of this notice, you agree to engage in good faith efforts to resolve the dispute, including personally participating in a telephone call or videoconference with Rakuten. You may have a lawyer attend the call with you if you wish. If the dispute is not resolved within that sixty (60) days (which period can be extended by agreement of the parties), you or Rakuten may commence an arbitration to resolve the dispute consistent with the process set forth below. Compliance with and completion of informal dispute resolution process is a condition precedent to commencing an arbitration. You and Rakuten agree to toll any applicable statutes of limitations and filing fee deadlines while the parties engage in this informal dispute resolution process from the date we receive your notice to the date an arbitration is commenced or the conclusion of the 60-day period described above, whichever is sooner. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration.

3.3 You and Rakuten agree that, except as set forth below, we will resolve any controversies, claims, counterclaims, or other disputes between you and Rakuten or you and a third-party agent of Rakuten (a “Claim”) through binding and final arbitration instead of through court proceedings, in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”) and the Mass Arbitration Supplementary Rules when applicable. This arbitration agreement applies to any existing or future Claims that you have not individually filed in a court of law or in arbitration prior to the date these Terms and Conditions become effective. The AAA Rules are available at http://www.adr.org/ or by calling 1-800-778-7879. YOU AND RAKUTEN HEREBY WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and Rakuten agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law.

The Federal Arbitration Act, including its procedural aspects, and federal arbitration law, apply to this agreement. A court of competent jurisdiction has exclusive authority to determine the existence, scope, and validity of the arbitration agreement and the arbitrability of any claim or counterclaim, including, without limitation, whether any conditions precedent to the commencement of an arbitration have been completely satisfied and any objections with respect to any of the foregoing.

3.4 To begin an arbitration proceeding, you must send us an individual letter signed by you requesting arbitration and describing your claim to Ebates Performance Marketing, Inc. DBA Rakuten Rewards, 800 Concar Drive, Suite 175, San Mateo, CA 94402, Attn: Rakuten Rewards Legal. This letter must be sent at least ten (10) days before you initiate an arbitration proceeding against us.

3.5 Any party to the arbitration may at any time serve an offer of compromise in writing upon any other party to the action. Offers of compromise pursuant to these Terms and Conditions will be adjudicated and interpreted in accordance with California Code of Civil Procedure section 998.

3.6 If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Rakuten will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. Notwithstanding the foregoing, if your attorney is paying the administrative costs, filings fees, arbitrator fees, and other associated arbitral costs on your behalf, and your attorney may recover all or a portion of those fees only if you obtain an award in the arbitration, your attorney must evenly split all costs with us initially. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

3.7 This arbitration agreement does not preclude either party from seeking action by federal, state, or local government agencies. You and Rakuten also have the right to bring qualifying claims in small claims court or transfer qualifying claims to small claims court, which shall be in accordance with the choice of law and venue as specified in Section 21.2. Either party may elect that a Claim be filed exclusively in a small claims court in accordance with the choice of law and the venue as specified in Section 21.2 by providing notice to the other party. In the event a Claim has already been filed in arbitration, the party who has filed that Claim will, within ten (10) days of receiving such a notice, withdraw their Claim from arbitration. The parties will then proceed with the Claim exclusively in small claims court. A party may apply to any court of competent jurisdiction to enforce the terms of this paragraph.

3.8 In addition, you and Rakuten retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions. Any such request shall not be deemed incompatible with these Terms and Conditions, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms and Conditions.

3.9 Neither you nor Rakuten may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. You may not bring Claims in arbitration on a class or representative basis. The arbitrator can decide only your and/or Rakuten’s individual Claims. If for any reason a claim proceeds in court rather than in arbitration you and Rakuten each waive any right to a jury trial. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction,” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.

3.10 If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms and Conditions will be effective or enforceable unless recorded in a writing signed by the party waiving such right or requirement. Such a waiver shall not waive or affect any other portion of these Terms and Conditions. This Section of the Terms and Conditions will survive the termination of your relationship with Rakuten.

3.11 Mass Arbitration and Process Requirements. If twenty-five (25) or more similar claims are asserted against Rakuten at or around the same time by the same or coordinated counsel or are otherwise coordinated (and your Claim is one such claim), you understand and agree that the resolution of your Claim might be delayed. You also hereby agree that for your Claim the AAA Multiple Consumer Case Filing Fee Schedule and Supplementary Rules shall apply, and you commit to adhering to the procedures outlined in these Rules.

3.12 Notwithstanding any provision in this Agreement to the contrary, you agree that if we make any future, material change to this arbitration provision, you may reject any change by sending us written notice within thirty (30) calendar days of the change to Ebates Performance Marketing, Inc. DBA Rakuten Rewards, 800 Concar Drive, Suite 175, San Mateo, CA 94402, Attn: Rakuten Rewards Legal. Your decision to reject changes in a new arbitration provision, however, does not affect any prior arbitration provisions to which you have already agreed, which would still remain in effect.

3.13 This arbitration provision is optional. You may decline or opt out of this agreement to arbitrate by sending written and signed notice to Ebates Performance Marketing, Inc. dba Rakuten Rewards, 800 Concar Drive, Suite 175, San Mateo, CA 94402, Attn: Legal within thirty (30) calendar days of enrolling your first card in the Service for the first time.

4. SERVICE LICENSE

4.1 Subject to this Agreement, we hereby grant you a non-exclusive, non-transferable license (without the right to sublicense) to access and use the Service for your personal use. You agree that you obtain no rights other than the rights and licenses expressly granted in this Agreement. Rakuten reserves the right to change, restrict, upgrade, or discontinue the Service and any feature of the Service, at any time, with or without notice. All rights not expressly granted under this Agreement are reserved by Rakuten or its licensors.

5. SERVICE RESTRICTIONS

5.1 You agree that you will not, and will not permit others to: (i) damage, interfere with or unreasonably overload the Service; (ii) introduce into the Service any code intended to disrupt the Service; (iii) alter or delete any information, data, text, links, images, software, chat, communications and other content available through the Service (collectively, “Content”); (iv) access the Service by expert system, electronic agent, “bot” or other automated means or frame the Service within any applications; (v) use scripts or disguised redirects to derive financial benefit from Rakuten; (vi) modify, reverse engineer, reverse assemble, decompile, copy, or otherwise derive the source code of any Service for any reason; (vii) rent, sell or sublicense any part of the Service; (viii) provide any unauthorized third party with access to the Service; (ix) access or attempt to access confidential Content through the Service or attempt to circumvent any security, Content protection, or authentication measure associated with the Service; (x) interfere with the operation of the Service, including, but not limited to, distribution of unsolicited advertising or mail messages and propagation of computer worms and viruses; (xi) post any material in any form whatsoever on the Service or within the Service that is defamatory, obscene or otherwise unlawful or violates any third party’s right of privacy or publicity; (xii) infringe any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with your use of the Service; (xiii) engage in any activity that does not comply with applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Service; (xiv) use the manual or automated software, devices or other processes to "scrape," "crawl," "spider" or index any page of Content from the Service; (xv) attack the Service via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; or (xvi) otherwise attempt to interfere with the proper working of the Service.

6. SERVICE

6.1 Eligible users will receive cash back in statement credits or other form of payment as determined solely by Rakuten from time to time (“Rewards”) for making qualifying purchases at Affiliate Stores with their enrolled card through our Partners. When you enroll your card in the Service, you are instructing Partner to share your payment card information and email address with Rakuten so that Rakuten can provide you the Service, including the Rewards. You must check out with your enrolled card in order to be eligible for the Rewards. Participation in the Service and the opportunity to receive a Reward are offered at the sole discretion of Rakuten and is subject to your compliance with this Agreement.

6.2 To receive Rewards through the Service, you must enroll a valid, eligible card (as further described in Section 7 below) with the Service. Rakuten leverages the transaction matching technology provided by its service providers and collaborates with third party offer networks (“Offer Networks”) to provide you additional offers and features to the Service.

6.3 By enrolling a card in the Service, you agree that your payment card network (e.g., Mastercard, American Express, and Visa) may monitor transactions on your enrolled card at Affiliate Stores and share Transaction Data (defined below) with us for the purposes of determining whether you have made a qualifying purchase. Transaction Data includes, but is not limited to, merchant name, merchant identifier, transaction date, and transaction amount. You agree that none of the payment card networks have any responsibility or liability in connection with the Service.

To unenroll or remove your payment card from the Rakuten Partner Rewards Program, visit the Facebook Help Center and follow the directions to remove the payment cards from the Service. When you do so, you will no longer be eligible to receive the rewards associated with your payment card and we will no longer receive future Transaction Data associated with your payment card. We will retain historical Transaction Data to track Rewards due under the Service and for account management and Rakuten Customer Service purposes.

7. CARD AND TRANSACTION ELIGIBILITY

7.1 The Service is limited to payment card transactions processed through the eligible payment card networks. If a payment card transaction is processed outside one of the payment card networks with which we are integrated, we will not receive the Transaction Data and we will not be able to match it with an offer. Payment cards not eligible for use with the Service include, without limitation, corporate and purchasing cards, Health Savings Account (HSA) cards, Flexible Spending Account (FSA) cards, government-administered prepaid cards (including EBT cards), insurance prepaid cards, Visa Buxx and cards with virtual card numbers (e.g., Apple Mastercard, etc.).

7.2 Not all online merchant transactions with your enrolled card may be eligible for Rewards. Please carefully review the terms specific to a particular Affiliate Store offer when you participate in the Service.

7.3 The Rewards for which you are eligible may vary depending on a variety of factors, such as the Affiliate Store and the payment card network. You may be eligible for rewards and offers that are not available to others, and other rewards and benefits may not be available to you. Information on the type, amount, limits, and other conditions on rewards and benefits available to you are available at the time you link your enrolled payment card to an Affiliate Store’s offer. You are responsible for reviewing this information before you make a purchase at an Affiliate Store, as these details may (i) change from time to time, (ii) may be unique to each Affiliate Store, and (iii) may affect the Rewards you receive.

7.4 The determination of whether a purchase made through an Affiliate Store qualifies for Cash Back is at the sole discretion of Rakuten. Transactions will not be eligible for a Reward if a payment card network fail to report a transaction to Rakuten or an Affiliate Store fails to make payment to Rakuten for any reason. Rakuten will not be liable for paying the Reward on any transaction that is not reported or provided by the payment card networks.

7.5 For orders that result in multiple shipments or deliveries, you will only receive a Reward based on the transaction value of the first shipment.

7.6 The maximum aggregate Reward you may earn per qualifying transaction is $250.00 USD.

8. AFFILIATE STORE POLICIES

8.1 A product purchased from any Affiliate Store through the Service is governed by and subject to the applicable Affiliate Store policies, including applicable exchange and shipping policies. You agree that we are not agents of any Affiliate Store and that the Affiliate Stores operate independently and are not under our control. Accordingly, your participation in offers or promotions of, or correspondence with, any Affiliate Store is solely between you and that Affiliate Store. We do not assume any liability, obligation or responsibility for any part of such correspondence, offer or promotion, including, without limitation, the withdrawal or modification of any such offer or promotion. Rakuten is not responsible for changes to, or discontinuance of, any Affiliate Store, or for any Affiliate Store withdrawal from the Service, or for any effect on accrual of a Reward caused by such changes, discontinuance or withdrawal.

8.2 Unless otherwise specified in the individual Affiliate Store terms, you are not eligible for a Reward on gift card purchases.

9. PAYMENT OF STATEMENT CREDITS AND REWARDS

9.1 Requirements. As a condition of payment of Rewards, you must: (i) keep your card enrolled in the Service and not unenroll your payment card from the Service at any time prior to receiving the Reward; and (ii) provide a valid email address that you own and are able to receive email. You must not be a resident of a country subject to economic or trade sanctions by the U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), be listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person” or similar designation under the OFAC sanctions regime, or be a resident outside of the 50 United States or Washington D.C. You further agree to provide additional information we may reasonably request to verify your identity as a condition for receiving your Reward.

9.2 You may be rewarded for your qualifying transactions at Affiliate Stores in the form of a statement credit applied to the payment card used for the qualifying transaction. A statement credit is an amount that a payment card issuer sends to an account, which reduces the overall card balance. Statement credits will be posted to your account within approximately 30 days of your qualifying purchase. If you have not received a statement credit within this timeframe or if you believe that a Reward has not been correctly credited to your account, please contact Rakuten Customer Service. We reserve the right to require that you provide a receipt from the Affiliate Store or documents reasonably required by us to evidence an eligible transaction in order to grant you the Reward. The statement credit is issued by your payment card issuer and is subject to the terms that exist between you and your payment card issuer. If a statement credit is missing or cannot be issued to you, we reserve the right to offer you the option to receive a missing Reward through other options, such as receiving cash back through your Rakuten account. If you do not have a Rakuten account, you may create one for free at www.rakuten.com.

9.3 Rakuten reserves the right to delay payment of Rewards for any purchase based on Rakuten’s suspicion or detection of fraud, the misattribution of your Reward by an Affiliate Store or a payment card network, any anomalies detected by Rakuten with your activity, and changes to Affiliate Store policies at any time. Rakuten also reserves the right to modify the Reward payment schedules at any time. Rakuten is not responsible for payments delivered to the wrong payment card account through no fault of Rakuten or for payment errors made by payment card networks.

9.4 Adjustments. In our sole discretion, Rewards may be adjusted for returns and cancellations with respect to purchases made through the Rakuten Partner Rewards Program. Any such adjustments will be made in accordance with these Terms, any applicable Rakuten policies and terms, the terms of the Affiliate Store offer and any and all applicable laws, rules and regulations. It is your responsibility to check your payment card account regularly to ensure that a Reward has been properly credited and paid and that your payment card account balance is accurate. In addition, Rakuten may make account adjustments for any Reward that Rakuten, in its sole discretion, deems fraudulent, abusive, unethical, suspicious or otherwise inconsistent with this Agreement or any other applicable law or regulation. Rakuten’s decisions are final. Should you disagree with any adjustments made to your account or payments made to you, your sole remedy is to terminate your participation in the Service and unenroll your payment cards from the Rakuten Partner Rewards Program.

9.5 Taxes. If applicable, you may be taxed on your receipt of any bonuses and other considerations (merchandise, travel, etc.) for promotional activities (such as prizes from sweepstakes) depending on the tax laws of federal, state and local jurisdictions. You will be solely responsible for any tax liability arising out of the consideration received in connection with any promotional activities.

9.6 Fraudulent Activity. We reserve the right to investigate any purchase transactions or interaction with any Service that we suspect, in our sole discretion, is abusing or has abused the Service. We reserve the right to rescind any Reward, bar further Rewards, and/or terminate your participation in the Rakuten Partner Rewards Program that we believe, in our sole discretion, is abusing or has abused the Service, including, without limitation, by engaging in a pattern of returning products after the corresponding Reward has been credited. Any failure to comply with this Agreement, any fraud or abuse relating to the accrual or receipt of statement credits or other rewards, or any misrepresentation of any information furnished to Rakuten by you or anyone acting on your behalf may result in the termination of your participation in the Rakuten Partner Rewards Program and forfeiture of Rewards. If Rakuten has any reason to suspect fraudulent activity is associated with your activity or participation in the Rakuten Partner Rewards Program, Rakuten reserves the right to delay or withhold payment of statement credits or other Rewards. Any suspected or actual cases of fraud activity will be escalated and reviewed in accordance with our fraud process. Rakuten decisions are final.

10. DATA SHARING, COLLECTION, AND USAGE

10.1 To operate the Service, we will share and use payment card information and Transaction Data in order to:

• Provide information about your enrolled card to payment card networks so they may monitor transactions on your card at Affiliate Stores.
• Determine qualifying transactions and provide you with Rewards in the form of statement credits.
• Provide all or a portion of the information collected to Offer Networks, and our respective third-party suppliers, vendors, or contractors to facilitate and administer the Service.
• Create performance reports that may be shared with Partners, Affiliate Stores, and their agents.
• Validate qualifying transactions and assess the results of specific campaigns with Affiliate Stores and their agents.
• Assess merchant campaign performance with Partners.

10.2 By using the Service, you are authorizing us, our Offer Networks, Affiliate Stores, and Payment Card Networks to obtain, provide and use Transaction Data related to your purchases (such as date, time and amount) at Affiliate Stores in order to calculate Rewards, redeem Rewards, and facilitate and make the Service available. You agree and authorize us to collect, retain and use information collected in your use of the Service.

11. RECEIVING COMMUNICATIONS

11.1 By enrolling your eligible card in the Service, you agree to receive communications and notices by electronic mail. Our communications may be account- and transaction-related (e.g., that you have qualified for a reward, that a purchase has been made, that we have processed a reward on a certain date, etc.) as well as periodic shopping-related emails that highlight coupons and special deals available to you. We may communicate with you regarding the Service by electronic mail. Your consent to receive electronic communications includes any notices or other information that we may be required by law to provide you in writing or otherwise. You may optout of receiving certain communications in accordance with our Privacy Policy or through the unsubscribe links of the electronic messages. You agree that we may communicate with you by means of electronic communications regarding this Agreement, the Service, payment card information, and any other matter relating to your use of the Service.

12. YOUR FEEDBACK

12.1 You may be invited to provide us feedback, comments, ideas, suggestions, reviews and other information about the Rakuten Partner Rewards Program (“Feedback”) through the Service, by our Rakuten Customer Service or through one of our service providers, like Trustpilot. You hereby grant to Rakuten and its affiliates and agents a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute and display the Feedback in any media and for any legal purpose, including, without limitation, the right to use such Feedback in advertising and promotional materials and to enhance or improve our products and services and the products and services of its affiliates.

13. OWNERSHIP

13.1 All right, title and interest in the Service and the Content belong to Rakuten or its licensors. Additionally, Rakuten shall maintain all right, title and interest in the “Rakuten” mark, the Rakuten logo, and any other marks, service marks, trademarks or logos of Rakuten and its affiliates (“Rakuten Marks”). The Rakuten Marks may not be used in connection with any product or service that is not Rakuten’s or in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Rakuten or implies a partnership, sponsorship, or endorsement by Rakuten. You shall not by any means bid on any keywords with any search engine containing “Rakuten,” or anything substantially similar to “Rakuten,” or any other Rakuten Mark including, without limitation, Rakuten.com or Rakuten.ca. You shall not mention or use Rakuten in any ad text, extensions or banner ads without the express written consent of Rakuten. All other trademarks not owned by Rakuten that are used in the Service are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Rakuten.

14. INDEMNIFICATION

14.1 To the extent permitted by applicable law, you agree to indemnify Rakuten, our service providers, our Affiliate Stores, as well as their respective officers, directors, employees, successors, agents and affiliates, for any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to your breach of this Agreement or for any materials in any form whatsoever that are provided by you (or through your username and/or password). You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim. We reserve the right, in our reasonable discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

15. WARRANTY DISCLAIMERS

15.1 THE SERVICE AND CONTENT ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND, STATUTORY OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, COMPLETENESS, RELIABILITY OR VALIDITY OF THE SERVICE OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED IN CONNECTION WITH ANY SERVICES. IN ADDITION, WE MAKE NO WARRANTY AS TO PRODUCT AVAILABILITY, INCLUDING THE AVAILABILITY OF PRODUCT FEATURES AND FUNCTIONALITY. RAKUTEN DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, RAKUTEN DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OR ACCURACY OF ADVERTISEMENTS FOR ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY ITS AFFILIATE STORES IN CONJUNCTION WITH THE SERVICE.

16. LIMITATION OF LIABILITY

16.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RAKUTEN, INCLUDING ITS SERVICE PROVIDERS AND THE PAYMENT CARD NETWORKS WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OR FOR ANY LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT RAKUTEN’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED FIFTY U.S. DOLLARS ($50) OR THE MAXIMUM REWARD AMOUNT (BY U.S. DOLLAR VALUE) YOU RECEIVED IN THE LAST FOUR YEARS FROM THE DATE OF ACCEPTANCE OF THESE TERMS, WHICHEVER IS GREATER. THIS LIMITATION SHALL APPLY TO ANY AND ALL LIABILITIES OR CAUSES OF ACTION HOWEVER ALLEGED OR ARISING, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, BREACH OF CONTRACT, OR ANY OTHER CLAIM WHETHER IN TORT, CONTRACT, OR EQUITY.

17. TERMINATION OR SUSPENSION

17.1 This Agreement is effective when accepted by you and will remain in effect until you or we terminate your participation in the Service by unenrolling your payment cards. We may terminate this Agreement and your use of or access to the Service at any time, for any reason or no reason. Any violation of this Agreement or the rules and conditions of the Service may result in the termination of your participation in the Service and forfeiture of pending or prior statement credits and other rewards. We may, in our sole discretion, at any time and without prior notice, discontinue, cancel, suspend, restrict, change, or limit access to all or any part of the Service or any functionality, feature or other component of any Service. You agree that Rakuten will not be liable to you or to any third party for any modification, suspension, or termination of the Service or your access to any of the Service. If you are dissatisfied with any aspect of the Service at any time, your sole and exclusive remedy is to cease participating in the Service by unenrolling your payment card. Upon any termination of the Service, your right to use and access the Service and to receive statement credits and other rewards, will terminate. Termination will not prejudice either you or our remedies at law or in equity.

17.2 Sections 3, 4, 5, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 21 of these Terms and Conditions shall survive termination of this Agreement.

18. GENERAL PROVISIONS

18.1 Entire Agreement. These Terms and Conditions constitute the entire agreement between you and Rakuten and govern your use of the Service superseding any prior agreements between you and Rakuten with respect to the Service (including, without limitation, earlier versions of this Agreement that may have been accepted by you). Any representations, statements or agreements made or entered into elsewhere, whether directly or indirectly, written or oral or in advertising are not binding toward Rakuten unless expressly confirmed in writing by Rakuten to you. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other Rakuten services, Rakuten affiliate services, third party content or third-party software.

18.2 Choice of Law and Venue. The validity, construction and interpretation of this Agreement and the relationship between you and Rakuten, including the rights and duties of the parties, will be governed by the laws of the State of California in the United States without regard to its conflict of law provisions. This shall not limit the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of applicable law. The exclusive venue for any dispute or issue arising out of this Agreement shall be held in San Francisco County, California.

18.3 Interpretation. Headings under this Agreement are intended only for convenience and shall not affect the interpretation of this Agreement.

18.4 Waiver and Severability of Terms. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions, except as otherwise stated.

18.5 Assignment. You may not assign, transfer, or otherwise dispose of your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void. Rakuten has the right to transfer, assign or otherwise dispose of these Terms and Conditions without your consent.

Updated: September 30, 2025