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•	Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

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Level 2 inputs are inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

•	Level 3 inputs are unobservable inputs for the asset or liability.

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(1)	Consists of 159,207 shares of Series G’ redeemable convertible preferred stock issued to Aeroplan Holdings Europe Sàrl, 223,020 shares of Series G’ redeemable convertible preferred stock issued to Aimia EMEA Limited and 801,329 shares of common stock issued to Aimia EMEA Limited.

(2)

Consists of 27,988 shares of Series G redeemable convertible preferred stock purchased by Polaris Venture Partners V, L.P. (“PVP V”), 205,020 shares of Series G’ redeemable convertible preferred stock issued to PVP V, 545 shares of Series G redeemable convertible preferred stock purchased by Polaris Venture Partners Entrepreneurs’ Fund V, L.L. (“PVP EF V”), 3,995 shares of Series G’ redeemable convertible preferred stock issued to PVP EF V, 191 shares of Series G redeemable convertible preferred stock purchased by Polaris Venture Partners Founders’ Fund V, L.P. (“PVP FF V”), 1,404 shares of Series G’ redeemable convertible preferred stock issued to PVP FF V, 280 shares of Series G redeemable convertible preferred stock purchased by Polaris Venture Partners Special Founders’ Fund V, L.P. (“PVP SFF V”) and 2,050 shares of Series G’ redeemable convertible preferred stock issued to PVP SFF V. Polaris Venture Management Co. V, L.L.C. is a general partner of each of PVP V, PVP EF V, PVP FF V and PVP SFF V and may be deemed to have the sole voting and dispositive power over the shares held by PVP V, PVP EF V, PVP FF V and PVP SFF V. Bryce Youngren, a member of our board of directors, is a Managing Partner of Polaris Partners and may be deemed to share voting and dispositive power over the shares held by PVP V, PVP EF V, PVP FF V and PVP SFF V.

(3)	John V. Balen, a member of our board of directors, is a managing member of Canaan Partners VIII LLC, the general partner of Canaan VIII L.P. Mr. Balen does not have voting or investment power over any shares held directly by Canaan VIII L.P.

(4)	Consists of 95,272 shares of Series G’ redeemable convertible preferred stock issued to Discovery Opportunity Master Fund, Ltd. and 11,072 shares of Series G’ redeemable convertible preferred stock issued to Discovery Global Focus Master Fund, Ltd.

(5)

Consists of 15,045 shares of Series G’ redeemable convertible preferred stock issued to TTP Fund II, L.P., 29,005 shares of Series G redeemable convertible preferred stock purchased by TTV Ivy Holdings, LLC and 5,801 shares of Series G redeemable convertible preferred stock purchased by Mr. Johnson. TTV Capital is a provider of management services to TTP GP II, LLC, which is a general partner of TTP Fund II, L.P. TTV Capital is the manager of TTV Ivy Holdings Manager, LLC, which is the general partner of TTV Ivy Holdings, LLC. Mark A. Johnson, a member of our board of directors, is a member of each of TTP GP II, LLC and TTV Ivy Holdings Managers, LLC and holds the title of partner of TTV Capital, and may be deemed to share voting and dispositive power over the shares held by TTP Fund II L.P. and TTV Ivy Holdings, LLC.

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(6)

The maximum number of shares issuable to each investor upon the exercise of such warrants is equal to the number of shares of Series G redeemable convertible preferred stock set forth opposite such investor’s name in the table above. The actual number of shares issuable to each investor upon the exercise of such warrants is equal to the product obtained by multiplying the number of shares of Series G redeemable convertible preferred stock set forth opposite such investor’s name in the table above by a fraction, the numerator of which is the difference between $68.9516 and the volume weighted average closing price of our common stock over the 30 trading days (or such lesser number of days as our common stock has been traded on the Nasdaq Global Market) prior to the date on which such warrants become exercisable and the denominator of which is such volume weighted average closing price.

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(1)	FI Share and other third party costs presented above excludes non-cash equity expense and amortization and impairment of deferred FI implementation costs, which are detailed below in our reconciliation of loss before income taxes to adjusted contribution.

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CPS.  Our primary and fastest growing pricing model is CPS, which we created to meet the media buying preferences of marketers. We generate revenue by charging a percentage (the "CPS Rate") , of all purchases from the marketer by consumers (1) who are served marketing and (2) subsequently make a purchase from the marketer during the campaign period, regardless of whether consumers select the marketing and thereby become eligible to earn the applicable Consumer Incentive. We set CPS Rates for marketers based on our expectation of the marketer’s return on spend for the relevant campaign. Additionally, we set the amount of the Consumer Incentives payable for each campaign based on our estimation of our ability to drive incremental sales for the marketer. We seek to optimize the level of Consumer Incentives to retain a greater portion of billings. However, if the amount of Consumer Incentives exceeds the amount of billings that we are paid by the applicable marketer we are still responsible for paying the total Consumer Incentive. This has occurred infrequently and has been immaterial in amount for each of the periods presented.

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CPR.  Our initial pricing model is CPR, where marketers specify and fund the Consumer Incentive and pay us a separate negotiated, fixed marketing fee (the "CPR Fee"), for each purchase that we generate. We generate revenue if the consumer (1) is served marketing, (2) selects the marketing and thereby becomes eligible to earn the applicable Consumer Incentive and (3) makes a qualifying purchase from the marketer during the campaign period. We set the CPR Fee for marketers based on our estimation of the marketers’ return on spend for the relevant campaign. The CPR Fee is either a percentage of qualifying purchases or a flat amount.

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Ability to Drive Additional Revenue from Cardlytics Direct.  The revenue that we generate through our proprietary native bank advertising channels from each of our FI partners varies. This variance is typically a result of how long the program has been active, the user interface for the program and the FI’s efforts to promote the program. We continually work with FIs to improve their customers’ user experience, increase customer awareness, and leverage additional customer outreach channels like email. However, in certain cases, we may have little control over the design of the user interface that our FI partners choose to use or the extent to which they promote our solution to their customers. To the extent that our FI partners fail to increase engagement with our solutions within their customer bases, we may be unable to attract and retain marketers or their agencies and our revenue would suffer.

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Ability to Increase Spend from Existing Marketers and Acquire New Marketers.  Our performance depends on our ability to continue to increase adoption of our solutions within our existing marketer base and attract new marketers that invest meaningfully in marketing through our solutions. Our ability to increase adoption among existing marketers is particularly important in light of our land-and-expand business model. We believe that we have the opportunity to expand our marketer base with a focus on attracting new brands, retailers, service providers and new categories of marketers that will invest significantly in the use of purchase intelligence. We believe that we also have the opportunity to increase adoption of our solutions across our existing marketers. In order to expand and further penetrate our marketer base, we have made, and plan to continue to make, investments in expanding our direct sales teams and indirect sales channels, and increasing our brand awareness. However, our ability to continue to grow our marketer base is dependent upon our ability to compete within the evolving markets in which we participate.

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Ability to Expand our FI Partner Network.  Our ability to maintain and grow our revenue is contingent upon maintaining and expanding our relationships with our FI partners. Given our substantial investments to date in our intelligence platform and infrastructure, we believe that we will be able to add FIs to our network with modest incremental investment. Each new FI partner increases the size of our data asset, increasing the value of our solutions to both marketers and FIs that are already part of our network. Accordingly, we are focused on the continued expansion of our FI network to ensure that we have robust purchase data to support a broad array of incentive programs with respect to our Cardlytics Direct solution and to enrich our Other Platform Solutions. However, our sales and integration cycle with respect to our FI partners can be costly and long, and it is difficult to predict if or when we will be successful in generating revenue from a new FI relationship.

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Ability to Innovate and Evolve Our Platform.  As we continue to grow our data asset and enhance our platform, we are developing new solutions and increasingly sophisticated analytical capabilities. Our future performance is significantly dependent on the investments that we make in our research and development efforts and in our ability to continue to innovate, improve functionality, and introduce new features and solutions that are compelling to our marketers and FIs. We intend to continue to invest in our platform, including by hiring top technical talent and focusing on innovation within our core technology.

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(1)	Adjusted contribution and Adjusted EBITDA includes the impact of an accrued expense totaling $1.5 million and $3.0 million during the three and six months ended June 30, 2017, respectively, related to an expected shortfall in meeting a minimum FI Share commitment. There was no corresponding accrued expense during the three and six months ended June 30, 2018

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(1)	FI Share and other third-party costs presented above excludes non-cash equity expense included in FI Share and amortization and impairment of deferred FI implementation costs, which are detailed below in our reconciliation of GAAP net loss to non-GAAP adjusted EBITDA.

(2)	Adjusted contribution includes the impact of an accrued expense totaling $1.5 million and $3.0 million during the three and six months ended June 30, 2017, respectively, related to an expected shortfall in meeting a minimum FI Share commitment. There was no corresponding accrued expense during the three and six months ended June 30, 2018

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(1)	Adjusted EBITDA includes the impact of an accrued expense totaling $1.5 million and $3.0 million during the three and six months ended June 30, 2017, respectively, related to an expected shortfall in meeting a minimum FI Share commitment. There was no corresponding accrued expense during the three and six months ended June 30, 2018.

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(1)	Amount represents $27.5 million of our 2018 Line of Credit and $20.0 million of our 2018 Term Loan.

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•	lack of continued participation by financial institution ("FI") partners in our network or our failure to attract new FI partners;

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failure by our FI partners to increase engagement with our solutions within their customer bases, improve their customers’ user experience, increase customer awareness, leverage additional customer outreach channels like email or otherwise promote our incentive programs on their websites and mobile applications, including by making the programs difficult to access or otherwise diminishing their prominence;

•	our failure to offer compelling incentives to our FIs’ customers;

•	any decline in demand for our Cardlytics Direct solution by marketers or their agencies;

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•	the introduction by competitors of products and technologies that serve as a replacement or substitute for, or represent an improvement over, Cardlytics Direct;

•	FIs developing their own technology to support purchase intelligence marketing or other incentive programs;

•	technological innovations or new standards that our Cardlytics Direct solution does not address; and

•	sensitivity to current or future prices offered by us or competing solutions.

•	a change in the business strategy;

•	if there is a competitive reason to do so;

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•	if new technical requirements arise;

•	consumer concern over use of purchase data;

•	if they choose to develop and use in-house solutions or use a competitive solution in lieu of our solutions; and

•	if legislation is passed restricting the dissemination, or our use, of the data that is currently provided to us or if judicial interpretations result in similar limitations.

•	dispose of assets;

•	complete mergers or acquisitions;

•	incur or guarantee indebtedness;

•	sell or encumber certain assets;

•	pay dividends or make other distributions to holders of our capital stock, including by way of certain stock buybacks;

•	make specified investments;

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•	engage in different lines of business;

•	change certain key management personnel; and

•	engage in certain transactions with our affiliates.

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•	tailor our solutions so that they that are attractive to businesses in such industries;

•	hire personnel with relevant industry-vertical experience to lead sales and services teams; and

•	develop sufficient expertise in such industries so that we can provide effective and meaningful marketing programs and analytics.

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•	our ability to attract and retain marketers, FI partners and bank processor and digital banking provider partners;

•	the amount and timing of revenue, operating costs and capital expenditures related to the operations and expansion of our business, particularly with respect to our efforts to attract new FI partners to our network;

•	the revenue mix between Cardlytics Direct and Other Platform Solutions, as well as between revenue generated from our operations in the U.S. and U.K.;

•	changes in the economic prospects of marketers, the industries or verticals that we primarily serve, or the economy generally, which could alter marketers’ spending priorities or budgets;

•	the termination or alteration of relationships with our FI partners in a manner that impacts ongoing or future marketing campaigns;

•	the amount and timing of expenses required to grow our business, including the timing of our payments of FI Share and FI Share commitments as compared to the timing of our receipt of payments from our marketers;

•	changes in demand for our solutions or similar solutions;

•	seasonal trends in the marketing industry, including concentration of marketer spend in the fourth quarter of the calendar year and declines in marketer spend in the first quarter of the calendar year;

•	competitive market position, including changes in the pricing policies of our competitors;

•	exposure related to our international operations and foreign currency exchange rates;

•	expenses associated with items such as litigation, regulatory changes, cyberattacks or security breaches;

•	the introduction of new technologies, products or solution offerings by competitors; and

•	costs related to acquisitions of other businesses or technologies.

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•	maintain and expand our network of FI partners and bank processor and digital banking provider partners;

•	build and maintain long-term relationships with marketers and their agencies;

•	develop and offer competitive solutions that meet the evolving needs of marketers;

•	expand our relationships with FI partners to enable us to use their purchase data for new solutions;

•	improve the performance and capabilities of our solutions;

•	successfully expand our business;

•	successfully compete with other companies that are currently in, or may in the future enter, the markets for our solutions;

•	increase market awareness of our solutions and enhance our brand;

•	manage increased operating expenses as we continue to invest in our infrastructure to scale our business and operate as a public company; and

•	attract, hire, train, integrate and retain qualified and motivated employees.

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•	the failure of our network or software systems, or the network or software systems of our FI partners;

•	decisions by our FI partners to restrict our ability to collect data from them (which decision they may make at their discretion) or to refuse to implement the mechanisms that we request to ensure compliance with our legal obligations or technical requirements;

•	decisions by our FI partners to limit our ability to use their purchase data outside of the applicable banking channel;

•	decisions by our FIs’ customers to opt out of the incentive program or to use technology, such as browser settings, that reduces our ability to deliver relevant advertisements;

•	interruptions, failures or defects in our or our FI partners’ data collection, mining, analysis and storage systems;

•	changes in regulations impacting the collection and use of data, including the use of cookies;

•	changes in browser or device functionality and settings, and other new technologies, which impact our FI partners’ ability to collect and/or share data about their customers; and

•	changes in international laws, rules, regulations and industry standards or increased enforcement of international laws, rules, regulations, and industry standards.

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•	localization of our solutions, including adaptation for local practices;

•	increased management, travel, infrastructure and legal compliance costs associated with having international operations;

•	fluctuations in currency exchange rates and related effect on our operating results;

•	longer payment cycles and difficulties in collecting accounts receivable or satisfying revenue recognition criteria, especially in emerging markets;

•	increased financial accounting and reporting burdens and complexities;

•	general economic conditions in each country or region;

•	economic uncertainty around the world;

•	compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations;

•	compliance with U.S. laws and regulations for foreign operations, including the Foreign Corrupt Practices Act, the U.K. Bribery Act, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell our software in certain foreign markets, and the risks and costs of non-compliance;

•	heightened risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of financial statements and irregularities in financial statements;

•	difficulties in repatriating or transferring funds from or converting currencies in certain countries;

•	cultural differences inhibiting foreign employees from adopting our corporate culture;

•	reduced protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad; and

•	compliance with the laws of foreign taxing jurisdictions and overlapping of different tax regimes.

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an acquisition may negatively affect our business, financial condition, operating results or cash flows because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;

•	we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;

•	an acquisition, whether or not consummated, may disrupt our ongoing business, divert resources, increase our expenses and distract our management;

•	an acquisition may result in a delay or reduction of purchases for both us and the company that we acquired due to uncertainty about continuity and effectiveness of solution from either company;

•	we may encounter difficulties in, or may be unable to, successfully sell any acquired products or solutions;

•	an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;

•	challenges inherent in effectively managing an increased number of employees in diverse locations;

•	the potential strain on our financial and managerial controls and reporting systems and procedures;

•	potential known and unknown liabilities associated with an acquired company;

•	our use of cash to pay for acquisitions would limit other potential uses for our cash;

•	if we incur debt to fund such acquisitions, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants;

•	the risk of impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions; and

•	to the extent that we issue a significant amount of equity or convertible debt securities in connection with future acquisitions, existing stockholders may be diluted and earnings (loss) per share may decrease (increase).

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•	pay substantial damages, including treble damages, if we are found to have willfully infringed a third party’s patents or copyrights;

•	cease developing or selling solutions that rely on technology that is alleged to infringe or misappropriate the intellectual property of others;

•	expend additional development resources to attempt to redesign our solutions or otherwise develop non-infringing technology, which may not be successful;

•	enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies or intellectual property rights; and

•	indemnify our FI partners and other third parties.

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•	actual or anticipated fluctuations in our financial condition and operating results;

•	variance in our financial performance from expectations of securities analysts or investors;

•	changes in the prices of our solutions;

•	changes in laws or regulations applicable to our solutions;

•	announcements by us or our competitors of significant business developments, acquisitions or new offerings;

•	our involvement in litigation;

•	our sale of our common stock or other securities in the future;

•	changes in senior management or key personnel;

•	trading volume of our common stock;

•	changes in the anticipated future size and growth rate of our market; and

•	general economic, regulatory and market conditions.

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•	authorize our board of directors to issue preferred stock without further stockholder action and with voting liquidation, dividend and other rights superior to our common stock;

•	require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent, and limit the ability of our stockholders to call special meetings;

•	establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for director nominees;

•	establish that our board of directors is divided into three classes, with directors in each class serving three-year staggered terms;

•	require the approval of holders of two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our amended and restated bylaws or amend or repeal the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors and the ability of stockholders to take action by written consent or call a special meeting;

•	prohibit cumulative voting in the election of directors; and

•	provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum.

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CARDLYTICS, INC.	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

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(a)	Notice of Acceptance.

(b)	Component Deliverables.

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(c)	No Waiver.

(a)	General.

(b)	Invoices for Licensed or Purchased Goods.

(c)	Invoices for Services.

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(d)	Address.

(a)	Rate Changes.

(b)	Most Favored Customer.

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(a)	Supplier will be responsible for any sales, service, value-added, use, excise, consumption and any other taxes and duties on the goods or services it purchases or consumes or uses in providing the Deliverables, including taxes imposed on Supplier’s acquisition or use of such goods or services.

(b)

Unless JPMC provides Supplier with a valid and applicable exemption certificate, within a commercially reasonable time, JPMC will reimburse Supplier for sales, use, excise, services, consumption and other taxes or duties (excluding value-added tax and analogous taxes which are addressed in subsection (c) below) that Supplier is permitted or required to collect from JPMC and which are assessed on the purchase, license and/or supply of Deliverables and for which Supplier invoices JPMC before the expiration of the later of the applicable JPMC’s or Supplier’s statutory period for assessment of deficiencies as long as the parties comply with the notification requirements in subsection (j) below. JPMC will not be responsible for any penalties related to the tax obligations of Supplier unless: (i) such penalties accrue solely based on the actions or

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(c)

Except as otherwise provided in this Section 5.8, JPMC will be responsible for self-assessing any value-added taxes that are due on the provision of services to JPMC by Supplier, its agents, representatives or subcontractor, or the charges for such services (including the reimbursement of expenses if any). If a value-added tax is later assessed against Supplier on the provision of services however levied or assessed unless the assessment of value-added tax is due to a change in applicable Law, Supplier will be responsible for such value-added tax. If the assessment is due to a change in applicable Law, both parties will negotiate in good faith and agree on a commercial resolution to this issue to their mutual satisfaction. Failing an agreement between the parties on such adjustment, JPMC reserves the right to terminate the affected Schedule without penalty.

(d)

(i)	When services are specifically identified in a Schedule as being liable to value-added taxes, Supplier will be responsible for levying such taxes on the provision of the services and JPMC will be responsible for paying said taxes in addition to the consideration payable subject to notification requirements on audit in subsection (j) below.

(ii)

When a Schedule involves the delivery of goods to a JPMC location in a country which imposes a value-added tax or analogous tax, unless JPMC specifically accepts in the Schedule responsibility for self-assessing such tax on the supply of the goods, Supplier will be responsible for levying such taxes on the provision of the goods and JPMC will be responsible for paying said taxes in addition to the consideration payable subject to notification requirements on audit in subsection (j) below.

(iii)	If JPMC should pay to Supplier an amount by way of value-added tax (or analogous tax) and if it is later held that such tax was not due, Supplier will refund the amount paid to JPMC, together with all related interest paid by the applicable taxing authority.

(e)

JPMC and Supplier (for itself and its agents, representatives and subcontractors) will each bear sole responsibility for all taxes, assessments and other real property related levies on its owned or leased real property, personal property (including software), franchise and privilege taxes on its business, and taxes based on its net income or gross receipts. A party’s personnel will not be considered employees of the other party by reason of their provision or acceptance of Deliverables under this Agreement and each party will bear sole responsibility for all payroll and employment taxes relating to their own personnel.

(f)	Any additional taxes assessed on Supplier’s provision of goods or services resulting from Supplier’s change in location originally contemplated pursuant to the Schedule or

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(g)

JPMC may deduct withholding taxes, if any, from payments to Supplier where required under applicable Law and will provide to Supplier any documentation required to be provided to Supplier under applicable Law. JPMC will, at Supplier’s written request, provide Supplier with appropriate receipts for any taxes so withheld to the extent that JPMC has received such receipts from the applicable taxing authority.

(h)

JPMC and Supplier will cooperate to segregate the charges and fees payable hereunder into taxable and nontaxable categories. Where taxable and nontaxable items must be separated on the Supplier’s invoice, as required by applicable Law, to support the taxable and nontaxable classification, Supplier will so separately state the portion of the goods or services and associated charges and fees which are (i) subject to sales, use, value-added or excise taxes, and (ii) not subject to any sales, use, value-added or excise taxes. Supplier’s invoice will state the total amount of sales, use, value-added or excise taxes applicable to the transaction that Supplier is collecting from JPMC for taxable items.

(i)

If applicable, for all goods or services delivered, installed and/or performed, as the case may be, at certain JPMC locations described in the letter from the New York City Industrial Development Agency (“IDA”), as may be amended and restated, known as the Letter Of Authorization For Sales Tax Exemption (a current copy of which is located at https://www.jpmorganchase.com/corporate/About-JPMC/ab-supplier-relations.htm or is otherwise available from JPMC upon request.). JPMC will be deemed to have ordered such goods or services in its own name as agent for the IDA for the purposes of qualifying for exemption from New York State and New York City sales and use taxes.

(j)

JPMC and Supplier will reasonably cooperate to more accurately determine each party’s tax liability for transaction taxes incurred as a result of this Agreement. JPMC and Supplier will provide and make available to the other party any certificates or information reasonably requested by such other party. If Supplier comes under audit by any taxing authorities and an audit issue arises that would create liability for JPMC in connection with this Agreement, then Supplier will notify JPMC of such audit issue in accordance with Section 2.2 to allow JPMC to assist in challenging the potential assessment. If notice is not provided to JPMC, Supplier forfeits its ability to collect from JPMC any audit assessments and then Supplier becomes liable for the audit assessment. If either party is assessed a deficiency for taxes, which are the responsibility of the other party pursuant to this Agreement, the assessed party will make a reasonable effort to notify the responsible party of such assessment. Each party also will have the right to challenge the imposition of taxes for which it is financially responsible under this Agreement or if necessary, to request the other party to challenge the imposition of such taxes. If either party requests the other party to challenge the imposition of any tax, such request will not be unreasonably denied, providing that the requesting party will be responsible for all fines, penalties, interest, additions to taxes or similar liabilities imposed in connection therewith plus any legal fees and other expenses related to such challenge.

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(k)	For the purposes of value-added tax and analogous taxes in subsection (d) above, the term “goods” will mean tangible movable property provided by Supplier to JPMC, legal title to which passes from Supplier to JPMC, and the term “services” includes goods provided by Supplier to JPMC without title passing to JPMC.

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(a)	Definition of New Services.

(b)	Request; Authorization of New Services.

(c)	Cost.

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(a)

As a participant in a highly regulated industry, JPMC has certain requirements (as may be amended from time to time by JPMC, the “JPMC Requirements”) that will apply to Designated Supplier Personnel. There are two types of Designated Supplier Personnel: Category I Designated Supplier Personnel and Category II Designated Supplier Personnel. Category I Designated Supplier Personnel and Category II Designated Supplier Personnel are collectively referred to as “Designated Supplier Personnel”. Supplier represents, warrants and covenants that it will not assign any Designated Supplier Personnel to JPMC if such person has been convicted of, pled guilty or no contest to, or participated in a pre-trial diversion program for felony or multiple misdemeanor offenses involving crimes of dishonesty or breach of trust including theft; money laundering; embezzlement; or the manufacture, sale, distribution of, or trafficking in controlled substances; or criminal conspiracy. Supplier will comply with all JPMC Requirements (where permitted by applicable Law) and agrees that all assignments of Designated Supplier Personnel made pursuant to this Agreement or any applicable Schedule will be made in accordance with the JPMC Requirements.

(b)

“Category I Designated Supplier Personnel” are: (i) Supplier Personnel that are assigned to provide Services on-site at a JPMorgan Chase & Co. location and that will receive a JPMorgan Chase & Co. identification access badge; or (ii) Supplier Personnel that have access to networks or systems of JPMorgan Chase & Co. whether such Supplier Personnel are working on-site at a JPMorgan Chase & Co. location or off-site.

(c)

With respect to all Category I Designated Supplier Personnel, Supplier will comply, and cause the Category I Designated Supplier Personnel to comply, with JPMC’s Minimum Control Requirements-Contingent Labor (a current copy of which is located at http://www.jpmorganchase.com/corporate/About-JPMC/supplier-personnel-policies.htm or is otherwise available from JPMC upon request), as well as any procedures set forth in the applicable Schedule.

(d)	“Category II Designated Supplier Personnel” are Supplier Personnel who, as part of the Services, have access to JPMC Data or customer property (tangible or intangible).

(e)

If, at any time, JPMC determines, in its sole discretion, that any Category II Designated Supplier Personnel has or will have access to any highly sensitive JPMC Data, JPMC may, upon notice to Supplier convert the relevant Category II Designated Supplier Personnel to Category I Designated Supplier Personnel and the JPMC Requirements for Category I Designated Supplier Personnel specified in Section (g) below will apply as of the date of Supplier’s receipt of such notice from JPMC, Supplier having a reasonable period of time to comply with JPMC Requirements.

(f)

Any Designated Supplier Personnel who do not successfully meet or comply with any of the then-current JPMC Requirements will not be assigned, or if applicable, will not continue in an assignment, to provide Services to JPMC and Supplier will promptly replace such Designated Supplier Personnel at no additional charge to JPMC; provided, however, such failure to meet or comply with any of the applicable JPMC Requirements

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(g)	The JPMC Requirements require that on or before the first day of the assignment, all Category I Designated Supplier Personnel:

(i)	Submit to pre-engagement screening in accordance with the then-current JPMC Pre-Engagement Screening Process Guide (a current copy of which is located at http://www.jpmorganchase.com/corporate/About-JPMC/supplier-personnel-policies.htm or is otherwise available from JPMC upon request), all at JPMC’s sole cost and expense;

(ii)	Submit to and successfully pass a drug test (administered by Supplier or a third party hired by Supplier, in each case at Supplier’s sole cost and expense) that complies with the then-current JPMC Drug Testing Policy (a current copy of which is located at http://www.jpmorganchase.com/corporate/About-JPMC/supplier-personnel-policies.htm or is otherwise available from JPMC upon request);

(iii)	Agree to have his/her photograph taken; and

(iv)	Agree to complete privacy and data protection training, subject to local employment law, as required and as defined by the JPMC line of business or corporate group engaging the Category I Designated Supplier Personnel.

(h)	The JPMC Requirements require that on or before the first day of the assignment, all Category II Designated Supplier Personnel:

(i)

Will have been submitted to and passed a background check (including criminal background checks) conducted by Supplier or a third party vendor contracted by Supplier (“Supplier Background Checks”). As between Supplier and JPMC, Supplier is solely responsible for all expenses associated with such Supplier Background Checks. Upon request, Supplier will provide JPMC with the written policies and procedures governing such Supplier Background Checks. The Supplier Background Checks will, if permitted by law, at a minimum, meet the national standards for employment screening as set forth in the Federal Fair Credit Reporting Act (FCRA), as updated from time to time and include, at a minimum, a certification of county, state & federal criminal records, national criminal database records, international criminal records searches, social security number validation, and OFAC and other prohibited parties searches. In the event of a conflict between the FCRA and any state law (including state labor codes and guidelines), the more thorough requirements will govern. Supplier will not provide the detailed results of the Supplier Background Checks to JPMC. No less than quarterly, Supplier will review the roster of current Category II Designated Supplier Personnel and ensure that each one passed the Supplier Background Checks.

(ii)	Will complete privacy and data protection training applicable to obligations under this Agreement. Supplier will maintain an outline of the training topics that were included in the Supplier training, ensure that the topics align to

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(a)

If JPMC or Recipient determines that the continued assignment to JPMC’s account of any Supplier Personnel is not in the best interests of JPMC, JPMC may request in writing that the individual be replaced. Within 24 hours after Supplier’s receipt of that request, Supplier will remove that individual from JPMC’s account and all JPMorgan Chase & Co. facilities and within five days replace that individual with Supplier Personnel of suitable ability and qualifications at no additional cost to JPMC. JPMC will not be invoiced for any work performed by that individual if JPMC’s request for removal and replacement of that individual is made within the first 10 Business Days of that individual’s assignment to JPMC’s account. Additionally, JPMC shall not be obligated to pay for any time that replacement Supplier Personnel spend performing Services until such time as the replacement Supplier Personnel have reached the level of proficiency required to effectively perform their required roles as JPMC determines in its sole and reasonable discretion.

(b)

Supplier agrees to notify JPMC immediately in the event that any Designated Supplier Personnel ceases to work on behalf of Supplier with respect to the provision of the Services. Supplier's notice will contain the name of the Designated Supplier Personnel, the date of the cessation of the Services by such Designated Supplier Personnel, the JPMC Standard or Global Identification Number, as the case may be, for such Designated Supplier Personnel, if applicable, information with respect to the systems, if any, to which such Designated Supplier Personnel had access, and a list of all JPMC property, assets and equipment, if any, held by such Supplier Personnel (“JPMC Returnable Property”). Supplier will collect and secure all JPMC Returnable Property and will promptly return it to JPMC together with any identification cards, secure tokens and other access or status authorizations issued to such Personnel, or to Supplier for use by such Supplier Personnel. All notices pursuant to this Section (b) will be given as provided in this Agreement unless otherwise specified in the applicable Schedule.

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(a)	Definition of Works.

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(b)	Ownership of Outside Materials.

(c)	Ownership of Developed Works.

(d)	Incomplete Developed Works.

(e)	Further Assurances to Perfect Ownership.

(f)	Outside Materials.

(i)	License of Outside Materials.

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(ii)	Consent Required for Use of Third Party Works.

(g)	Survival.

(a)	All Supplier Personnel designated in the applicable Schedule as “key” (“Key Personnel”) will have sufficient knowledge and authority within the Supplier organization to ensure that Supplier will be responsive to JPMC’s reasonable requests.

(b)	Before assigning an individual to a Key Personnel position, as an initial assignment or as a replacement, Supplier will provide JPMC with any information regarding the individual (including a resume) that may be reasonably requested by JPMC. Supplier will only assign an individual who is approved by JPMC, in its sole discretion, to a Key Personnel position.

(c)	Supplier will use commercially reasonable efforts to prevent the reassignment or replacement of, any of the Key Personnel.

(d)	Supplier will not assign any Key Personnel to provide services which are substantially similar to the Services provided hereunder for any business or organization that competes with JPMC without JPMC’s prior consent.

(a)	Supplier will maintain a disaster recovery and business continuity plan (a “DRBCP”) for all technology, operational, financial, human or other resources required to provide the Services, together with the capacity to execute the DRBCP, with respect to Supplier’s

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(b)

Within five days after signing the applicable Schedule and on an annual basis thereafter, Supplier will provide JPMC with an executive summary of Supplier’s then-current version of the DRBCP. (If Supplier provided that summary to JPMC before signing, then within five days after signing, Supplier will provide JPMC a written confirmation that the DRBCP has not materially changed from that previously summarized.) Upon request, Supplier will provide Auditors and other JPMC designees access to the full DRBCP. In connection with each Schedule, Supplier will revise the DRBCP to adequately address concerns that JPMC raises from time to time.

(c)

Supplier will perform disaster recovery and business continuity tests at least annually. Supplier will give JPMC reasonable notice of, and JPMC will be entitled to participate in, each test. Supplier will provide JPMC a written description of all DRBCP test results in sufficient detail to allow JPMC to assess the success of each test. Supplier will also participate and otherwise cooperate with JPMC, as reasonably requested by JPMC, in connection with JPMC’s development and testing of JPMC’s own disaster recovery and business continuity plans, including participating in integrated testing of JPMC’s and Supplier’s systems and operations.

(d)

Upon the occurrence of any disaster or other event requiring use of the DRBCP, Supplier will promptly: (i) notify JPMC of the disaster or other event and (ii) provide JPMC and each Recipient access to the Services in a manner that is at least equal to the access provided to Supplier’s other customers. If JPMC determines that Supplier has not complied or cannot comply with the provisions of this Section 6.14 or implement the DRBCP quickly enough to meet JPMC’s needs, Supplier will promptly assist and support JPMC in obtaining the Critical Services from an alternate provider.

(a)	Disengagement Plan.

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(b)	Termination Assistance Services.

(c)	Termination Assistance Period.

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(a)	JPMC Standards; Revisions.

(b)	New Standards.

(c)	Termination.

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(a)	Permitted Changes to ASP Services by Supplier.

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(b)	Improvements to ASP Services Approved by JPMC.

(c)	Service Locations.

(a)	Availability.

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(b)	Service Calls.

(c)	Maintenance of ASP Services.

(a)	Obligation to Meet.

(b)	Measurement and Monitoring Tools.

(c)	Root Cause Analysis.

(d)	Rerunning of ASP Services.

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(e)	Service Credits.

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(a)	System Performance.

(b)	System Development.

(a)	Deposit.

(b)	Updates.

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(c)	Right to Use Source Code.

(d)	Training.

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(a)	Delivery.

(b)	Risk of Loss.

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(a)	Title.

(b)	Compatibility.

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(a)	Software Evaluation.

(b)	Hardware Evaluation.

(c)	ASP Evaluation.

(d)	Evaluation Materials.

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(a)	Whenever Supplier has JPMC Data, Supplier will (i) comply with ISO/IEC 27002 (Information Technology – Code of Practice for Information Security Management) or its replacement, (ii) comply with JPMC’s Minimum Control Requirements (a current

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(b)

Unless and until JPMC is satisfied that Supplier is fully complying with this Section 12, JPMC will not be bound by any obligation to allow Supplier access to JPMC Data. Any breach of this Section 12 that is not corrected within 30 days after JPMC gives Supplier a notice describing the breach will be deemed a material breach of this Agreement (even if the breach was not otherwise material). In addition to the above, any control gaps identified with these requirements will be remedied within a timeframe of mutual agreement in writing. Supplier agrees that failure to remedy these gaps or to refuse remediation of a control gap deemed impactful to the protection of JPMC Data will allow JPMC to withhold monies owed to Supplier until all control gaps are successfully remediated.

(c)

Before Supplier may modify its systems in a way that could adversely impact the security of its systems, Supplier must send a 30 day advance notice to JPMC containing a reasonably detailed description of the proposed modification and a representation and warranty that: (i) the proposed modifications will not pose any new or additional risks to the JPMC Data, and (ii) Supplier’s systems will continue to comply with JPMC’s IT Risk Management Policies.

(d)

In addition to any reporting requirements set forth in the applicable Schedule, Supplier will, upon request from JPMC, provide the following written periodic reports to the JPMC Relationship Manager: (i) on a quarterly basis: (A) summary system and network security incident reporting and access violation reporting, and summary of any Supplier remediation or action plans; (B) summary of incidents and breaches as to which Supplier was required to inform JPMC under Section 7.4, Section 12.2 and Section 13.2, and summary of any Supplier remediation or action plans; and (C) the status of any existing remediation or action plans, including those that are related to security or that may impact the Deliverables; (ii) on a monthly basis, a then current list of names, user IDs and access levels for any JPMC personnel having access to Supplier applications and systems; and (iii) on an annual basis, summary security vulnerability scan or penetration test reporting with respect to the Deliverables and Supplier’s system and networks, including the perimeter, and summary of any Supplier remediation or action plans. If Supplier does not respond timely to the summary security vulnerability scan and penetration test reporting obligations, as reasonably determined by JPMC, JPMC may

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(a)

In addition to JPMC’s other audit rights under this Agreement, Auditors may conduct on-site security reviews, vulnerability testing and disaster recovery testing for Supplier’s systems containing JPMC Data and otherwise audit Supplier’s operations for compliance with the Minimum Control Requirements. Auditors, other than regulators, will provide reasonable notice of such reviews. If vulnerabilities are identified, Supplier will (i) promptly document and, within formally established timelines, implement mutually agreed upon remediation plan, and (ii) upon JPMC’s request, provide JPMC with the status of the implementation. JPMC is not responsible for any harm that results from these tests except to the extent it is a result of JPMC’s gross negligence, reckless or willful misconduct.

(b)

At least annually, Supplier will have a certified independent public accounting firm or another independent third party reasonably acceptable to JPMC: (i)(1) conduct a review or assessment and provide a full attestation, review or report under (A)(1)(a) SSAE 16 (Statement on Standards for Attestation Engagements No. 16)SOC (Service Organization Control) 1 Type II or (b) SOC 2 Type II; (2) a replacement for one of the foregoing approved by JPMC; or (3) other third party reviews and reports reasonably acceptable to JPMC, in each case, of all key systems and operational controls used in connection with any JPMC Data; and (ii) conduct and provide a full report of an independent network and application penetration test. Each of these attestations, reviews, reports and tests will be for a scope approved by JPMorgan Chase & Co. in its reasonable discretion. Supplier will provide all findings from these attestations, reviews and tests to JPMC upon receipt from the third party. Supplier will (x) implement all recommendations set forth in such attestations, reviews, reports and any other reasonable recommendations made by JPMC arising out of JPMC’s analysis of such reviews and (y) upon JPMC’s request, provide JPMC with the status of the implementation. If Supplier fails to conduct the required reviews and assessments and provide the required reports set forth in clause (ii) above, as determined by JPMC, JPMC may perform its own reviews and assessments, and Supplier will promptly reimburse JPMC for all reasonable costs associated with its efforts.

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(a)

Each party has made and will continue to make available to the other party information that is not generally known to the public and at the time of disclosure is identified as, or would reasonably be understood by the receiving party to be, proprietary or confidential (“Confidential Information”). Confidential Information may be disclosed in oral, written, visual, electronic or other form. Information meeting the definition of Confidential Information that is disclosed by a party during the term of this Agreement and that is not otherwise subject to a separate nondisclosure agreement between the parties will be considered Confidential Information, even if the information is unrelated to this Agreement or the Deliverables to be provided hereunder.

(b)

JPMC’s Confidential Information includes JPMorgan Chase & Co.’s: (i) business plans, strategies, forecasts, projects and analyses; (ii) financial information and fee structures; (iii) business processes, methods and models; (iv) employee, customer, dealer, business partner and supplier information; (v) hardware and system designs, architectures, structure and protocols; (vi) product and service specifications; (vii) manufacturing, purchasing, logistics, sales and marketing information; (viii) JPMC Data; (ix) the non-public records compiled in connection with enforcement responsibilities; reports of examination, supervisory correspondence, investigatory files, and internal memoranda in JPMorgan Chase & Co.’s possession; and (x) the terms of this Agreement. In addition, any non-public confidential supervisory information of any governmental body having regulatory authority over JPMorgan Chase & Co. will be considered Confidential Information and, to the extent Supplier has access to such Confidential Information, Supplier agrees (including as set forth in this Agreement) (i) that it will not use such Confidential Information for any purpose other than as provided under this Agreement; and (ii) it will keep the information confidential and (iii) it is aware of and will abide

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(c)

“JPMC Data” means all Confidential Information identified in the Schedule or in the JPMC’s Minimum Control Requirements (a current copy of which is located at https://www.jpmorganchase.com/corporate/About-JPMC/ab-supplier-relations.htm or is otherwise available from JPMC upon request) to this Agreement as JPMC Data or Highly Confidential Information , as well as Personal Information and all other data and information about JPMorgan Chase & Co.’s customers (current, former or prospective), or employees (current, former or prospective) or its customers’ customers (current, former or prospective) or employees (current, former or prospective) that Supplier obtains, creates, generates, collects or processes in connection with providing the Deliverables, and all Intellectual Property Rights in that data and information. If, in the context of its relationship with JPMC under this Agreement, Supplier obtains, creates, generates, collects, processes or has access to data of any individual or entity provided or obtained in connection with a product, service or program offered or sponsored by JPMC’s customer, such data will also be considered JPMC Data. Supplier acknowledges and agrees that during the term of this Agreement and at all times thereafter, Supplier will not use or reference any JPMC Data or other JPMC Confidential Information for any purpose that is not specifically authorized by this Agreement or a Schedule entered into hereunder, in each case as determined by JPMC. Without limiting the generality of the foregoing, Supplier will not use JPMC Data to contact any person except if required by an applicable Law and in accordance with this Agreement, provided however, that in no event will any such contact involve marketing or solicitation of products or services, except to the extent expressly set forth in the applicable Schedule.

(d)	As between JPMC and Supplier, each party will own its Confidential Information. If a party obtains any rights in any Confidential Information of the other party, that party hereby assigns those rights to the other party.

(e)	Each party hereby waives, and neither party will assert, any liens or other encumbrances it obtains on any Confidential Information of the other party, or withhold any of the other party’s Confidential Information as a means of resolving a dispute.

(f)

Without limiting JPMC’s rights under this Agreement, the parties acknowledge that Supplier may possess patent rights and that certain patent rights may be related to Supplier’s products, processes and services that JPMC has the right to use hereunder (“Patent Rights”). Supplier hereby grants to JPMorgan Chase & Co. a non-exclusive, irrevocable easement to the Patent Rights, for the purpose of promoting JPMorgan Chase & Co.’s quiet enjoyment of its business, in the event Supplier sells, leases, transfers, or exclusively licenses the Patent Rights to a third party.

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(a)	Exclusions.

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(b)	Legally Required Disclosure.

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(a)	Termination for Cause.

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(b)	Termination for Convenience.

(c)	Termination for OFAC Compliance.

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(a)	Effect on Schedules.

(b)	Surviving Provisions.

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A.	REQUIRED INSURANCE.

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•	shall contain severability for the insured organization for any intentional act exclusions.

•	may apply on a claims-made basis, provided the policy is maintained for a period of two (2) years after acceptance of the deliverables and/or services provided in connection with this Agreement.

•	shall cover consequential or vicarious liabilities (e.g., claims brought against JPMC due to the wrongful acts and failures committed by Supplier) and direct losses (e.g., claims made by JPMC against Supplier for financial loss due to Supplier’s wrongful acts or failures).

B.	CERTIFICATES OF INSURANCE; GENERAL.

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1.	TERM

a)

Term and Termination. The term of this Schedule shall begin on the Schedule Effective Date and continue until the seventh anniversary of Launch (the “Initial Term”). The Parties will take reasonable efforts to make the Services contemplated by this Schedule available to Customers in [***], and the “Launch” for purposes hereof shall be the date such Services are made generally available to JPMC’s customers. Upon the expiration of the Initial Term, this Schedule will automatically renew for successive 12-month periods (each a “Renewal Term”); provided that not less than [***] months and not more than [***] months prior to the expiration of the Initial Term and any Renewal Term, Supplier will notify JPMC of the pending term renewal and whether it desires to renew the Schedule. After receipt of such notice, and provided that Supplier desires to renew the Schedule, JPMC will have the right to not renew the term of this Schedule by providing Supplier with notice of its intention not to renew within [***] days of receiving said notice from Supplier, otherwise, this Schedule will renew for a Renewal Term. The Initial Term and any Renewal Terms are collectively referred to as the “Term.” The foregoing shall prevail over any contrary terms in Section 1.4 (Schedule Term) of the Agreement.

2.	SERVICE PARTNERSHIP

a)

Development of the Platform. Supplier’s Targeted Marketing System (“Supplier TMS”), which manages the matching, serving, and redemption of marketing offers (“Offers”) of Reasonable Value to certain end-users of JPMC’s payment devices and accounts (“Customers”), serves as the underlying platform for the Services (as defined below). “Reasonable Value” means a commercially reasonable value which is likely to serve as an incentive to an average Customer to complete a Qualifying Transaction. For example, in most instances an Offer of less than [***]% cash back would not provide Reasonable Value; an Offer of [***]% or more cash back would provide Reasonable Value. Supplier and JPMC will cooperate to develop the systems, technologies, relationships, and training to enable JPMC to electronically interface with Supplier’s Offer Placement System (“Supplier OPS”) servers in Supplier’s data center with a dedicated circuit to JPMC’s data center, in accordance with the terms of this Schedule and the Agreement.

b)	Services Generally. The services to be provided by Supplier to JPMC under this Schedule (collectively the “Services”) include the development, management, and administration of

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i.	JPMC’s online banking platforms (“Online Banking”);

ii.	JPMC’s mobile banking platforms (“Mobile Banking”), which in JPMC’s discretion may include platforms such as Finn by Chase;

iii.	An unauthenticated JPMC-branded site (the “Unauthenticated Branded Site”) that Customers will be directed to via targeted emails (“Activatable Email”);

iv.	JPMC’s [***]; and

v.	Such other platforms, upon [***], including Offer inclusion within other third-party wallet platforms with whom JPMC has a business relationship.

c)	Supplier’s Responsibilities. As part of, and in support of, the Services, Supplier will undertake the following:

i.	Assume sole responsibility for the Services and the design, development, implementation, maintenance, compliance, administration, and on-going enhancement of the System including the Supplier TMS and Supplier OPS;

ii.	Form and maintain compliant relationships with merchants;

iii.	Subject to Section 2(e), publish, manage, administer and execute Offer campaigns in accordance with the Agreement and this Schedule;

iv.	Set ad pricing with Participating Advertisers pursuant to separate agreements between Supplier and Participating Advertisers [***];

v.	Install, operate, maintain and enhance the Supplier TMS and the Supplier OPS;

vi.

In accordance with Section 5, and [***] unless otherwise agreed to in writing by the Parties, host the System including the Supplier TMS and Supplier OPS at Supplier’s data center in a manner that (x) ensures only when expressly permitted by this Schedule may JPMC Data be accessed, obtained or transmitted; and (y) protects Customer-identifiable data; (z) furthermore, Supplier shall alert JPMC if Customer-identifiable information is inadvertently transmitted to Supplier and work with JPMC to resolve any such instance;

vii.	Provide other ongoing hosting services for that are necessary for the System including the Supplier TMS and Supplier OPS, including managing and being responsible for any firewalls, routers, servers, switches, telecommunication lines and other equipment, software, bandwidth and services necessary for the proper operation and maintenance of the System including the Supplier TMS and Supplier OPS;

viii.	In conjunction with JPMC, engineer, procure and maintain network connections between the parties’ data centers to enable Daily Feed data to be replicated on and synchronized with Supplier’s servers and updates thereto to be exchanged periodically between the parties;

ix.	Provide ongoing maintenance and support for the System including the Supplier TMS and Supplier OPS, including creating and installing bug fixes and updates, creating backups of

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x.	Provide dedicated technology support to JPMC for problems, questions or concerns relating to the System, Supplier TMS, the Services, the Supplier OPS and other items provided by Supplier in accordance with Attachment 2;

xi.	Perform the Services so as to meet or exceed the required levels of quality, speed, availability, capacity, reliability or other characteristics of the Services as set forth in Attachment 2;

xii.	Provide dedicated client management support to JPMC;

xiii.	Provide training to enable JPMC to address inquiries from Customers, and understand web based applications, Supplier TMS and any other items JPMC reasonably requests;

xiv.	Provide integration work and training on the Supplier TMS as necessary for activities under this Schedule;

xv.	Timely pay all fees or expenses owed by Supplier to third parties including set-up, equipment or on-going hosting costs and fees associated with the System, Supplier TMS, Supplier OMS or the Services;

xvi.	[***] provide the resources and software that is reasonably appropriate or necessary to operate Supplier’s responsibilities required by the Services;

xvii.	Manage all invoicing and collection activities associated with Offers and the Services unless JPMC has designated it will perform such activities [***];

xviii.	Provide to JPMC APIs, demos and other materials as may be reasonably requested by JPMC to facilitate the Services, and SDKs as agreed to by the parties;

xix.	Provide JPMC with a daily OPS extract report containing some or all the fields listed in Attachment 6, as directed by JPMC, or as otherwise agreed to by the Parties;

xx.	Provide JPMC with such other reports and access to data relating to the Services as may be reasonably requested by JPMC; provided, however, that this provision shall impose no obligation on Supplier to provide JPMC with confidential data of another financial institution client of Supplier, the provision of which breaches Supplier’s contractual confidentiality obligations to such entity;

xxi.	Develop and maintain processes and procedures reasonably acceptable to JPMC for the prevention of, and monitoring for, fraud and abuse;

xxii.	Protect against inaccurate redemptions and inappropriate redemptions (i.e., redemptions that are not consistent with the terms of a given Offer) and hold, review and confirm accuracy of redemptions that indicate they are: (1) duplicates; (2) statistical deviations; or (3) such other items as reasonably requested by JPMC;

xxiii.	[***] with mutually agreed upon [***] in mutually agreed upon manners, which may include:

1.	[***];

2.	[***] into [***] agreements upon JPMC providing notice of [***];

3.	Working with JPMC to enable: [***] specific Offers, and (ii) Offers that [***]; and

4.	For [***] upon JPMC providing notice of [***].

xxiv.	Support and implement, for any particular Customer designated by JPMC, payment device suppressions and opt outs provided, or requested, by JPMC;

xxv.	At JPMC’s request and in accordance with Section 6(b), (a) support, with Participating Advertiser consent and after consultation with Supplier, Offers targeted at JPMC’s direction; and (b) support real-time data exchanges from or to JPMC of information;

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xxvi.	At JPMC’s request and in accordance with Section 6(b), and upon Supplier’s consent to the given proposal, (a) [***]; and (b) [***];

xxvii.	In the event JPMC elects to participate in real-time messaging alerts regarding Offers and is willing to implement the necessary requirements, provide the technology and support necessary for JPMC’s implementation and operation of same;

xxviii.	Consult with JPMC and comply with JPMC’s reasonable requests to ensure Offer algorithms and targeting mechanisms do not encourage or otherwise incentivize Customers to divert spend from one category of payment device to another including the provision of analytics and development of processes with JPMC to monitor, prevent, and resolve same;

xxix.	Refrain from any Customer contact absent JPMC’s prior written consent in each instance;

xxx.	Support [***] including the display of [***] and the facilitation of [***];

xxxi.	Resolve any of [***] by [***]; and

xxxii.	Such other items reasonably requested by JPMC and agreed to by Supplier.

d)	JPMC’s Responsibilities. In support of the Services, JPMC will undertake the following:

i.	Develop jointly with Supplier an initial technology integration plan, including format and connectivity, and outlining how JPMC will implement said technology integration plan. It being acknowledged and agreed each Party shall [***] associated with implementation, unless otherwise agreed to by the parties.

ii.	Deliver to Supplier the following information for Supplier’s initial testing and integration:

1.	Test Daily Feed data

2.	Testing environment for user interface and user experience

3.	Test email from email provider

iii.

Provide a daily feed to the Supplier OPS of anonymized and de-identified data (as further outlined in Attachment 1) (“Daily Feed”) which Supplier agrees to use solely in order for Supplier to perform Daily Processing (as defined below) and the Services expressly set forth in this Schedule. The Daily Feed will contain the data elements set forth in Attachment 1. The Daily Feed will be provided no more than [***] after the posted transaction date and shall be provided at a mutually agreed upon cadence, schedule and frequency, but under no circumstances less than once every twenty-four (24) hours. In the event that JPMC has actual knowledge of same, JPMC will take reasonable efforts to inform Supplier of any errors in or delays to the Daily Feed or of any planned changes to the Daily Feed that will impact Supplier’s use of the Daily Feed. “Daily Processing” means the data loading and updating required as part of the essential functionality of the Supplier TMS and provided in accordance with this Schedule, including processing transactions, targeting, redemptions, updating customer accounts to reflect changes in fields listed in Attachment 1, batch to portal sync, and the Daily Feed data a pull.

iv.

Promptly after (a) this Schedule is executed, and (b) any of JPMC’s high-severity third party oversight Supplier Risk Assessment findings have been resolved, deliver to Supplier a one-time [***] historical data feed (“Historical Data Feed”) containing the same data elements as outlined in Attachment 1, as well as provide a file containing these data elements each subsequent month until the Daily Feed is established. Once provided, any information provided in the Historical Data Feed and any monthly data feeds shall be considered part of the ‘Daily Feed’ for purposes of this Schedule.

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v.	Work with Supplier in good faith to implement through multiple phases the capabilities that JPMC reasonably determines to be necessary for the utilization and implementation of the Services.

vi.	Provide cardholder terms and conditions to Customers which allow the Services to be offered.

vii.	Provide Level 1 Customer support (as defined by JPMC) and be the initial point of contact for all Customers in accordance with JPMC’s standard processes.

viii.	Pay for and provide the resources and software that is necessary to operate JPMC’s responsibilities required by the Services.

ix.

Remove any Customer or end-user from the Service due to fraud or abuse, upon reasonable request from Supplier, and reasonably assist Supplier in its correction of any erroneous redemptions; provided that the foregoing shall in no manner be a limitation on JPMC’s right to manage as set forth in this Schedule and JPMC reserve the right to reject any such requests from Supplier in its sole discretion.

x.	Subject to Section 3 of this Schedule, share [***] ([***] unless otherwise mutually agreed to by the parties) to facilitate specifically JPMC- approved use cases and not otherwise. Notwithstanding the foregoing, JPMC will have no obligation to [***].

xi.	In conjunction with Supplier, and if applicable, engineer, procure and maintain network connections between the Parties’ data centers to enable required JPMC Data to be replicated on and synchronized with Supplier’s servers and updates thereto to be exchanged periodically between the Parties in accordance with the terms of this Schedule.

xii.

Within [***] days of the [***], conduct a [***] review and define a [***] for the Services provided to JPMC under this Schedule at Launch.  JPMC will in good faith consider the best practices provided by Supplier and adopt such best practices which JPMC reasonably determines to be appropriate.  Once JPMC has completed its [***], JPMC will present such [***] to Supplier for comment.  Thereafter, Supplier and JPMC will negotiate in good faith to determine the [***] which is mutually acceptable to the Parties.  The agreed upon [***] will be incorporated into this Schedule as Attachment 3.   If for any reason the Parties cannot agree to a [***], either Party may [***] without consequence until an agreed-upon [***] has been confirmed.  After the Launch, JPMC will work with Supplier in good faith to provide a [***] which JPMC [***] after [***].

e)	Marketing Control Procedures. Supplier will screen Participating Advertisers and individual ads to ensure that they meet both Supplier’s and JPMC’s legal, compliance, merchant, advertiser, media, and messaging standards. JPMC will have the ability to control Participating Advertiser campaigns in the following manner (“Control Procedures”):

i.

Category Elimination. JPMC can eliminate any Participating Advertiser or category of advertisers from placing offers to Customers at any time in its sole discretion. Supplier will also permit and support such eliminations at the [***] level, provided that JPMC has provided Supplier with data to accurately identify the [***] level at issue. Prior to Launch, JPMC will identify categories and/or advertisers to so exclude and provide a corresponding list of exclusions to Supplier. In the event JPMC or Supplier requests the elimination of a Participating Advertiser during a campaign for such Participating Advertiser, the Parties will confer in good faith to resolve same.

ii.	Participating Advertiser Approval Tool. JPMC will have access to an approval tool to preview all Participating Advertiser campaigns and Offers that are scheduled to be published

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iii.	Information Regarding [***]. During the Parties’ quarterly meetings outlined in Section 6(e), the Parties will collaborate with respect to the [***]. The Parties will endeavor to plan for any [***]. Notwithstanding anything to the contrary, [***] may elect the [***], in its sole discretion, so long as such allocation is not made in bad faith.

iv.

Marketing Material Review. Prior to any publication, the Parties will coordinate and facilitate the review and approval by JPMC of any external marketing materials, user interfaces, websites, communications, or other Customer-facing materials related to the Services that also specifically relate to or identify JPMC or a JPMC payment device (including notifications in the event of a Security Breach). Upon Supplier’s submission for review, JPMC will timely (and in no event more than [***] Business Days from receipt of materials in final form) approve or disapprove the proposed marketing materials. Notwithstanding anything to the contrary, in no event may Supplier publish materials to Customers without JPMC’s prior approval. If any marketing materials or Customer communications are disapproved, JPMC shall specify in writing (email will suffice) reasons for such disapproval and state what corrections or improvements are necessary. After making the necessary corrections or improvements, Supplier will resubmit all revised materials to JPMC review and written approval to proceed. The Parties will work in good faith to design processes for providing input and guidance, ongoing project management, and timelines for making systemic changes. The materials and communications provided by Supplier will meet JPMC’s requirements for accessibility (including WCAG 2.0) and JPMC’s reasonable and documented requirements for foreign language support.

v.

Removal of Certain Marketing Materials. Supplier agrees that if JPMC makes a request to remove or update marketing materials due to a change in Laws, Supplier will use best efforts to make such change as quickly as possible, to minimize the time period, if any, when any such marketing materials do not comply with such Laws. Supplier further agrees that if JPMC makes a request to remove or update such marketing materials in response to a request or formal action taken by any government, any state or political subdivision thereof and any person or entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, whether federal, state, local, or territorial, that asserts jurisdiction over the subject matter and the person or entity at issue (the “Governmental Body”), Supplier will adhere to the timing required by the Governmental Body for JPMC to make such change in any such request or formal action.

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vi.

Right to Suspend. Notwithstanding any other provision of this Schedule, upon written notice to Supplier, JPMC may restrict or suspend any marketing effort, including in connection with a specific channel or marketing activity (or a portion thereof), to the extent that, in JPMC’s reasonable judgment, such effort has, will or may result in: (a) any violation of Laws by either Party; (b) excessive fraud activity, or credit or other losses related to JPMC payment devices or Customers; (c) [***]; and/or (d) any other material adverse impact on JPMC. Supplier shall cooperate in connection with any such JPMC restriction or suspension. Prior to any such JPMC restriction or suspension, JPMC will provide notice to Supplier of its plans to restrict or suspend such marketing effort. After imposition of such restriction or suspension, at either Party’s request the Parties will as soon as practicable seek to alter the applicable marketing effort if practicable so that it no longer would cause the concerns described in clauses (a) through (d) above, as applicable. For the avoidance of doubt, nothing in this Section shall permit [***]; provided, however, that such restriction shall not apply if the [***] is (y) also in association with a [***] or (z) due to a good-faith decision made by the [***]. In the event that JPMC exercises its rights under this Section and such exercise of rights substantially impacts the revenue share due to Supplier (as stated in Attachment 4), JPMC and Supplier will negotiate in good faith an amendment to this Schedule with respect to the revenue share due to Supplier.

vii.

Branding for Services. Subject to the terms of this Section, the Services will be marketed or promoted to Customers with the JPMC Branding approved for use by Supplier in writing by JPMC and be performed in accordance with Section 7.10 (Branding/Co-Branding for the ASP Services) of the Agreement. Any licenses granted to Supplier in JPMC Branding will automatically expire upon the termination or expiration of this Schedule.

viii.

License to Use Participating Advertiser Branding. Supplier grants JPMC a nonexclusive, non-transferable, irrevocable (during the term of this Schedule) license to use the trademarks, service marks, logos and other distinctive brand features of Participating Advertisers in conjunction with (a) JPMC’s performance of its obligations; (b) the exercise of JPMC’s rights under this Schedule and the Agreement; or (c) the marketing, advertising and promoting of the availability of the Services. Such use by JPMC must be approved in writing by Supplier. The foregoing license shall extend only to use of the trademarks, service marks, logos and other distinctive brand features of Participating Advertisers for purposes of the Offers and campaigns included in the Services. Supplier represents and warrants that Supplier will have obtained full authority from Participating Advertisers for such grant prior to submitting an Offer or campaign through the Control Procedures and will maintain such authority during the pendency of the Offer or campaign. Any Losses due to, arising from or relating to, such obligations will be Indemnified Claims pursuant to Section 15 (Indemnity) of the Agreement.

ix.

Internal Documentation. Internal documentation (e.g., training or instruction manuals) referencing the other Party’s trademarks will not require the prior approval of the other Party, provided that such materials comply with such Party’s applicable brand guidelines and trademark policies. Any such materials which include JPMC trademarks will clearly indicate the trademarks are owned by JPMC and that the materials may not be distributed externally. The foregoing permission to JPMC trademarks will expire with the term or upon notice to Supplier.

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x.	[***] Offers. The Parties will work together to develop processes for managing [***] Offers and [***] will in its sole discretion develop and designate any associated [***].

3.	Data

a)

Generally. Except for the limited rights expressly granted herein, Supplier shall not otherwise use or retain any JPMC Data including Daily Feed data. JPMC may revoke any of the following rights at any time and will attempt to give no less than six (6) months’ notice to Supplier if (i) required by legal or regulatory changes, or (ii) the Parties, working together, are unable to resolve data usage concerns; provided that if such revocation materially impacts Supplier’s ability to perform the Services, Supplier may send JPMC notice of an intent to terminate this Schedule within [***] days of such revocation with an effective date not less than [***] days thereafter. Thereafter JPMC may retract the revocation or this Schedule will be terminated on such effective date. All rights granted shall automatically terminate upon expiration of the Term whereupon all JPMC Data including Daily Feed data will be destroyed in accordance with the Agreement. Notwithstanding the above and Section 12.7 (Storage, Return or Destruction of JPMC Data) of the Agreement, Supplier may retain Daily Feed data (i) for [***] days after the expiration of the final JPMC Offer to the minimum extent required for internal audit and accounting purposes relating to JPMC Offers (unless the data at issue was used for the purposes of billing an Participating Advertiser, in which case the time period shall be extended to [***] days); and (ii) otherwise to the minimum extent required by law. For avoidance of doubt, any Losses due to, arising from or relating to, (i) Supplier’s obligations in this Section 3; or (ii) Supplier’s use or access to the JPMC Data including Daily Feed data, will be Indemnified Claims pursuant to Section 15 (Indemnity) of the Agreement and subject to the privacy provisions of this Schedule and the Agreement.

b)	Use of Data. In accordance with the Agreement and this Schedule, Supplier is only entitled to use the Daily Feed to the [***] extent necessary when providing the Services to JPMC during the Term of this Schedule and only as expressly permitted below:

i.	To target Offers to Customers;

ii.	To manage JPMC Offers, Billings and Customer Incentives relating to same,

iii.	To market the offering of Offers to Customers to merchants and advertisers who do not compete with JPMC;

iv.	To diagnose or correct an irregularity, error, problem, or defect in the Services;

v.	To measure the usage of the Services;

vi.	To provide reports (i) to JPMC; and (ii) in an aggregated and anonymized manner, internally; via manual or computer interfaces;

vii.

Except for Offers provided only through [***], in which case [***] shall serve as [***], provide Participating Advertisers performance metric reports via the Cardlytics Ad Gateway and Supplier branded decks where the data types, categories and the like included in such reports have been approved by JPMC in writing at a quarterly meeting outlined in Section 6(e) in the previous six (6) months. For the avoidance of doubt, Supplier’s reporting will not identify any data as JPMC Data.

viii.	To protect the security of the Services;

ix.	To introduce or implement improvements, upgrades, or enhancements to the Services;

x.	To perform Supplier’s obligations to JPMC under this Schedule during the Term; and

xi.	To verify Offer satisfaction, Daily Feed data related to the Services for a JPMC Offer campaign may be disclosed to Participating Advertisers provided such data (a) does

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c)

Ownership of Daily Feed Data. Supplier acknowledges and agrees JPMC is the sole owner of the data in the Daily Feed. If Supplier obtains any rights in any data in the Daily Feed, Supplier will assign those rights to JPMC. Supplier will waive, and will not assert, any liens or other encumbrances it obtains on any data in the Daily Feed. Supplier will not use, or permit the use of, data in the Daily Feed to contact any Customer except if required by applicable Law or in accordance with this Schedule and the Agreement.

d)

Reverse Engineering. Supplier will not analyze, and will prevent others from analyzing, JPMC Data including the Daily Feed, to: (i) garner JPMC’s proprietary business methods, practices, and processes, including marketing, risk management strategies, authorization strategies, fraud management strategies and best practices, (ii) incorporate such business methods into Supplier’s products and/or services, or (iii) make such business methods available to any other entity or individual.

e)

No Re-Identification. Supplier will not attempt to, and except in connection with any approved validation efforts will prevent others from attempting to, (i) identify or re-identify any Customer, person or entity whose information may be included in any anonymized, de-identified or aggregated information or data that it receives in connection with this Schedule, or (ii) decrypt or unmask any encrypted or masked information or data that Supplier receives in connection with this Schedule.

f)	Identification of JPMC. To the extent Supplier permissibly publishes external reports, presentations, statistics, or other materials, Supplier shall not identify JPMC by name in such reports or statistics.

g)

[***]. Even if expressly permitted by this Schedule, in no event may [***] without JPMC’s written consent which (i) provides [***] from whom such [***] relates in more [***] than the [***]; or (ii) provides more [***] than the [***] upon which the applicable [***], provided that for subpart (ii), Supplier may request JPMC’s consent to [***]. Additionally, except in connection with [***], in no event may [***] without JPMC’s written consent which [***].

h)	ASP Services. For avoidance of doubt, (i) any Supplier System which processes JPMC Data (including the data in the Daily Feed), shall be considered ASP Services; and (ii) any information included in the [***] fields of Supplier’s System, and their successors, shall be considered JPMC Data.

i)	Service Locations. Supplier and its permitted subcontractors will provide the Services (including any storage of JPMC Data) at and from the following location(s): [***] (“Service Location(s)”). Supplier will not add or change any of the Service Locations without the express written authorization of JPMC.

j)

Right to Manage. Notwithstanding anything herein to the contrary, nothing in this Schedule shall be construed to affect or limit JPMC’s rights or ability to manage the payment devices it issues and make Customer management decisions for individual Customers in the manner JPMC determines in its sole discretion. Further, JPMC shall have sole discretion regarding whether [***] are available to participate in the Supplier TMS, Supplier OPS, and inclusion in the Daily Feed. For clarity, notwithstanding the foregoing, (i) Customers and the payment devices may be determined to be ineligible by JPMC in its sole discretion, and (ii) JPMC may remove, at any time, any particular “co-branded” card, product type, payment device or series of payment devices from eligibility. Notwithstanding the foregoing, nothing in this Section shall permit [***]; provided, however, that such restriction shall not apply if the [***] is (y) also in association with

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k)

Data Purge. At JPMC’s request Supplier will purge in accordance with Section 12.7 (Storage, Return or Destruction of JPMC Data) of the Agreement any and all data (i) relating to a particular Customer, (ii) relating to [***] or (iii) at termination, relating to JPMC itself. At a Customer’s request, Supplier will, after obtaining JPMC’s consent and within a reasonable timeframe (not to exceed 10 Business Days), purge in accordance with Section 12.7 (Storage, Return or Destruction of JPMC Data) of the Agreement any and all data relating to such Customer, subject to Section 3(a) of this Schedule.

l)

No Monetization. Notwithstanding anything in this Schedule or the Agreement to the contrary, in no event may Supplier license, lease, pledge, transfer, encumber, monetize, or sell JPMC Data (including data in the Daily Feed) regardless of the extent to which such data is anonymized; provided that, during the Term, the items set forth in Section 3(b) will not violate the foregoing, so long as Supplier is otherwise in compliance with the terms of this Schedule and the Agreement.

m)

Materials Request. To the extent Supplier is authorized to and permissibly publishes reports, presentations, statistics or other materials that relate to or include JPMC Data, upon JPMC’s request, Supplier will provide such items to JPMC; provided, however, that this provision shall impose no obligation on Supplier to provide JPMC with confidential data of another financial institution client of Suppler, the provision of which breaches Supplier’s contractual confidentiality obligations to such entity.

n)	Attestation. Supplier shall provide, on a quarterly basis, an attestation certified by the Chief Executive Officer or Chief Financial Officer of Supplier that it is in compliance with the terms of this Section and all other data use terms, conditions and restrictions set forth in this Schedule and the Agreement.

o)	Survival. The provisions of this Section 3 shall survive any expiration or termination of this Schedule or the Agreement.

p)

Prohibited Targeting. Supplier agrees that any: (i) criteria or model used by or on behalf of Supplier in marketing the Offers (e.g., criteria used to determine the Customers that will receive or view such marketing); and (ii) process developed in connection with the Offers to service or handle Customers, shall not use a Customer’s location for any purpose other than confirming the Customer is an acceptable distance from Participating Merchant’s location.   Supplier will ensure that in no event will an Offer’s targeting factors include a Customer’s age, race, color, religion, creed, citizenship status, marital status, sexual orientation, sex, gender identity, genetic information, national origin, disability, veteran status or any other protected status under applicable Law (e.g., civil union status, height, weight, arrest record and status with regard to public assistance, to the extent protected under applicable Law). Upon JPMC’s request with reasonable notice, Supplier will provide any targeting criteria used as well as information relating to items (i) and (ii) of this subsection to JPMC and its Auditors. Such information will include the JPMC customers which were targeted for Offers, the Customers who accepted the Offers and how the Offers were fulfilled. Any Losses due to, arising from or relating to, such obligations will be Indemnified Claims pursuant to Section 15 (Indemnity) of the Agreement.

4.	FEES

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a)	Revenue Share. Supplier shall pay JPMC a revenue share during the Term of this Schedule at the rates set forth in Attachment 4 (“Revenue Share”). The Revenue Share shall be paid by Supplier at the cadence outlined in Attachment 4.

b)	Other Fees. JPMC shall [***] and will [***] except as may be agreed to for [***].

5.	TECHNOLOGY INTEGRATION

a)

Databases and Data Transfer. The Daily Feed will be loaded into a database called OPSimport. A nightly batch process will then load such data into the OPSBatch database. Afterwards a process called “Sync” in the nightly batch process will move some data points to OPSPortal, which is the database with which all JPMC end-consumer calls will interact. All three (3) of these databases will be isolated and secured within Supplier’s environment. Any other data which may be transferred to the Supplier’s data warehouse environment will be transferred over a secure connection using access controlled applications.

b)	System URL. The following URLs are applicable to this Schedule:

i.	CSA (URL to be provided by Supplier): to be used by JPMC support staff to report issues related to the Services.

ii.	www.[***].com: to be used for the Participating Merchant approval tool.

iii.	In addition, to support Activatable Email, two (2) JPMC domain names will be reserved for exclusive Supplier use and the corresponding SSL certificates will be provided to Supplier.

c)

JPMC/Supplier User Interface. Supplier will develop and maintain a user interface to the System customized to JPMC’s reasonable requirements. The final design of this interface, including its “look and feel,” will be subject to approval by JPMC. As further described in this Schedule, this interface will be the exclusive means through which user-entered data from the System will originate. For sake of clarity, the foregoing relates to the user interface for interactions between JPMC and Supplier, and JPMC will control any Customer-facing items and aspects.

d)

System Reporting. The System will provide on-demand reports based on the information contained in the System and aggregate per-user use statistics and patterns for the System. The format and content of these reports will be as approved by JPMC. Electronic copies of completed reports will be available through the System in .pdf and Excel spreadsheet or other formats for delivery by e-mail or through World Wide Web or proprietary network downloads.

e)

System User Permissioning. Supplier will not permit access to the System other than by users expressly authorized to have access by JPMC. There will be no limit on the number of users that may simultaneously access and use the System. The System will enable JPMC’s designated system administrator to add, delete, modify and view login IDs, passwords and security clearance levels for JPMC’s users without assistance from Supplier. The user permissioning process and permitted security levels will be subject to approval by JPMC.

f)	Documentation. Supplier will provide comprehensive documentation for the System, including (i) user manuals and other guides in written form, and (ii) detailed online help screens and offline system maintenance guides in electronic form. All documentation will be accurate, correct and of professional quality.

g)	Supplier and Third Party Software. No third-party software will be necessary for users to access the System and use the Services.

6.	OTHER MATTERS

a)	Code Releases. If Supplier provides major code releases to Supplier OPS during a calendar year then JPMC shall allow for implementation of up to [***] of those major code releases to Supplier

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b)	Requested Works.

i.

JPMC may from time to time send Supplier a request for products, services or marketing offers that are materially different from, or in addition to, the generally commercially available products or services that Supplier offers, or products or services that Supplier is developing for general commercial availability (“Requested Works”). Partial or incomplete versions of Requested Works will be deemed Requested Works.

ii.

Within [***] business days of receiving JPMC’s request, Supplier will provide JPMC with a written proposal for the Requested Works, which will include a description of the scope, the requirements necessary for the complete development of the Requested Works and the cost, or alternatively and if applicable, information regarding Supplier’s decision to decline the request, including without limitation details reasonably acceptable to JPMC regarding Supplier’s decision. Supplier’s proposal will also detail the impact the Requested Works will have on the Services currently provided. JPMC may accept the proposal in writing or via email. JPMC will not be liable for any costs not expressly approved in writing.

iii.

For Requested Works where (a) JPMC employees or third parties acting on behalf of JPMC materially contribute to the development of the Requested Work; or (b) JPMC pays at least a material portion of the development costs, such Requested Works shall be considered Developed Works and shall be exclusively owned by JPMC (“JPMC Owned Requested Works”). JPMC hereby grants a worldwide, paid-up, royalty-free license to Supplier to use, execute, reproduce, display, perform, import, and distribute copies of JPMC Owned Requested Works for the duration of the Term of this Schedule, for the sole purposes of providing the Services to JPMC, including the right to authorize others to do any of the foregoing for JPMC’s benefit.

iv.	For Requested Works where (a) JPMC employees or third parties acting on behalf of JPMC do not materially contribute to the development of the Requested Work; and (b) JPMC does not pay at least a material portion of the development costs, such Requested Works shall be owned by Supplier (“Supplier Owned Requested Works”).

v.	Supplier hereby grants a worldwide, paid-up, royalty-free license to use, execute, reproduce, display, perform, import, and distribute copies of Supplier Owned Requested Works for the duration of the Term of this Schedule, including the right to authorize others to do any of the foregoing for JPMC’s benefit.

vi.

Supplier acknowledges and agrees that Requested Works afford JPMC a competitive advantage. The license granted in subpart (v) shall be exclusive to JPMC for a period of [***]. Supplier will not develop, provide, implement or enable any substantially similar or related Works for any third party in the country or countries where the Supplier Owned Developed Works are used by JPMC during the period of exclusivity.

vii.	In the event Supplier improves, upgrades, or otherwise enhances the Services, the System or their functionality, Supplier will make such items or features available to JPMC no later than [***] and, in any event, as soon as possible. Additionally, if such items or features are executable or supportable on a [***] Supplier will notify JPMC of [***] and provide JPMC

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c)	Subcontractors. In accordance with Section 20.17 (Subcontractors) of the Agreement, the Parties acknowledge and agree that: (i) [***] may be involved in the performance of hosting Supplier’s hardware, data, and systems; (ii) [***] may be involved in the performance of hosting services and (iii) [***], for backup services.

d)	Call Center Hours. Notwithstanding Section 7.7(a) (Support for ASP Services) of the Agreement, the ASP Support Standard Hours shall be 9:00 a.m. EST to 5:00 p.m. EST on Business Days.

e)

Roadmap. Supplier, through appropriately senior Supplier personnel, will provide JPMC with regular updates, no less often than quarterly, regarding anticipated and potential changes to the Supplier TMS and Supplier OPS for the then-next [***] to [***] month period, including reasonable details on all new or changed features, templates and technical specifications when available, to ensure that JPMC is aware of all changes to the Supplier TMS and Supplier OPS and that the Parties have an opportunity to discuss which changes may constitute Material Modifications to the Supplier TMS and Supplier OPS. Further, Supplier will provide written notice to JPMC of any anticipated or potential Material Modifications as early as possible and, in any event, at least [***] days prior to implementation thereof. For purposes of this Schedule a “Material Modification” shall mean any change planned or implemented by Supplier to the System, including Supplier TMS and Supplier OPS or its associated systems or processes, such as those that (i) materially affects the manner in which either JPMC or Customers use or interface (at either a systems or user level) with the System, including the Supplier TMS and Supplier OPS; or (ii) may have a material impact on the use, disclosure or security of any JPMC Data, including the Daily Feed. If JPMC has reasonable concerns with continuing to operate under this Schedule due to the impact of any such anticipated or potential Material Modification(s), the Parties agree to use good faith efforts to resolve such issue in accordance with Section 18 (Dispute Resolution) of the Agreement. If the Parties cannot come to a resolution, JPMC may terminate this Schedule and the Agreement without penalty upon [***] days’ written notice.

f)

Material Degradation. If at any time Supplier’s applications or the interface between the Parties’ systems operates in a manner that materially degrades the Customer experience or functionality, JPMC may disconnect or suspend its use of affected applications or systems until the issue is resolved and a high-quality user experience is restored. Supplier will immediately prioritize resources to minimize downtime or other disruption to Customers, and shall use commercially reasonable efforts to resolve the matter as soon as practicable.

g)

Requirements of Governmental Bodies. Supplier shall cooperate fully (such cooperation to include making any reasonably requested or required changes to the Supplier TMS and Supplier OPS) with any Governmental Body’s inquiry or concern regarding the Supplier TMS and Supplier OPS’s compliance with any Laws or its actions in connection therewith. Supplier shall cooperate fully with JPMC’s implementation of, or the exercise of its obligations and duties under, then current generally applicable and consistently applied third-party management oversight programs, developed by JPMC to comply with its requirements as prescribed by any Governmental Body and Laws.

h)

Non-Public Confidential Supervisory Information. In addition to any other obligations in the Agreement or this Schedule with respect to JPMC Confidential Information, Supplier (i) is aware of, and will abide by, the prohibition on dissemination of confidential supervisory information in the OCC’s regulation (12 C.F.R. § 4.37(b)) and the Federal Reserve’s regulation (12 C.F.R. § 261.20(g)); (ii) will return, or certify, the destruction of, all copies of confidential supervisory

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i)	Publicity. For purposes of this Schedule, Section 2.7 (Publicity) of the Agreement shall be deleted in its entirety and replaced with the following:

i.

Supplier will not:  (a) use the name, trade name, trademark, logo, branding, any derivatives of the foregoing, or any other identifying marks of JPMorgan Chase & Co. or its Affiliates in any sales, marketing, or publicity activities or materials in the promotion of any individual or entity, including the promotion of the Supplier, except in a manner that is contemplated by the Services for merchants and advertisers who do not compete with JPMC, or (b) issue any press release, interviews or other public statement (except a public statement required by Law) regarding this Agreement, any Schedule or the parties’ relationship, without the prior written consent of by a Vice President or more senior personnel at the meeting set forth in the quarterly meeting outlined in Section 6(e). JPMC may revoke any consent it grants pursuant to this Section 2.7 at any time for any reason and Supplier shall remove any and all references to JPMC from all marketing and advertising collateral within 30 days of notice of such.

j)	JPMC Standards. Section 6.20 (JPMC Standards) of the Agreement shall not apply to this Schedule.

k)	Termination of ASP Services. The phrase “or in part” shall be removed from Section 7.13 (Termination of ASP Services) of Agreement for purposes of this Schedule.

l)	Preferred Third Party Suppliers. Section 8.11 (Preferred Third Party Suppliers) does not apply to this Schedule.

m)

Termination for Convenience. Notwithstanding Section 19.2(b) (Termination by JPMC) of the Agreement, JPMC must provide Supplier [***] days’ written notice for any termination for convenience. Additionally, during the [***]-day period post-termination (the “Post-Termination Winddown Period”), the Parties will continue to provide Services for any Participating Advertisers that reasonably expect Services relating to Offers to be provided during the Post-Termination Winddown Period.

n)	Changes to Provisions of the Agreement. The following changes shall be made to the applicable sections of the Agreement,

i.	Section 8.9 (Supplier’s Limited Agency) of the Agreement shall only apply to this Schedule to the extent Supplier acts as an agent of JPMC;

ii.	Subsection 12.3(a)(i) (Compliance of Data Handler with ISO 27002 and IT Risk Management Policies) of the Agreement shall not apply to this Schedule;

iii.	The second sentence of Section 12.6 (Regeneration of JPMC Data by Data Handler) of the Agreement will only apply to data within the Supplier OPS; and

iv.	For purposes of this Schedule, the exhibit of Trademarks referenced in Section 8.2(a) (Trademark License) of the Agreement may be supplied by JPMC in writing including by email. Any materials which include a mark or logo of JPMC or its Affiliates, shall remain at all times in compliance with the applicable brand guidelines and trademark policies

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1.	DEFINITIONS.

2.	GENERAL PRINCIPLES.

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3.	SERVICE LEVELS.

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4.	CREDITS.

5.	ADJUSTMENT OF SERVICE LEVELS.

6.	REPORTS.

•	the Performance Credits earned by JPMC;

•	the monthly System Availability percentage;

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•	the number of ASP Service Calls received during the preceding month, summaries of the calls, average, minimum and maximum response and resolution times, and a listing of all outstanding problems;

•	a summary of JPMC requests for upgrades and/or modifications to the System; and

•	a summary of actions taken or planned to remedy any failure by Supplier to meet any of the Service Levels set forth in this Exhibit.

7.	MEASUREMENT AND MONITORING TOOLS.

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A.	DEFINITIONS; GENERAL TERMS:

1.	“[***]” means the amount of [***], which [***], in its sole discretion, subject to this Schedule, to be [***] to the [***]. [***] will not allocate the [***] in a bad faith. The Parties agree to use reasonable efforts to “test and learn” the most effective ways to direct the [***]. The [***] shall be [***] in accordance with Section 2(e)(iii) of this Schedule.

2.	“Allowable Expenses” means the amount of JPMC Billings retained by Supplier to cover expenses for any calendar month based upon the following chart:

3.

“Bankruptcy” means when a legal person (a) files for bankruptcy, (b) becomes or is declared insolvent, (c) is the subject of any proceedings (not dismissed within 30 days) related to its liquidation, insolvency or the appointment of a receiver or similar officer for that party, (d) makes an assignment for the benefit of all or substantially all of its creditors, (e) takes any corporate action for its winding-up, dissolution or administration, (f) enters into an agreement for the extension or readjustment of substantially all of its obligations, or (g) recklessly or intentionally makes any material misstatement as to financial condition.

4.	“Base Customer Incentive” means the percentage of JPMC Billings Share to be committed to Customers as part of Offers which in no event will be less than [***] percent ([***]%) of JPMC Billings.

5.

“Billings” means the aggregate advertising and marketing costs, expenses and other sums due from Participating Advertisers. Supplier bears all risks associated with collection, non-payment, or otherwise associated with such sums and a failure to obtain same will in no manner effect Supplier’s obligations to pay for Customer Incentives under this Schedule; and for the payment of other portions of JPMC’s Billing Share, Supplier shall put forth good-faith efforts to collect and pay same. Portions of Billings that Supplier is unable to collect shall be due and owing to JPMC and for such amounts Supplier shall (a) be obligated pay all Customer Incentives associated therewith; and (b) only be obligated to pay other portions due and owing to JPMC as and when Billings (or portions thereof) are collected.

6.	“Billings Share Reductions” means the total Performance Credits from the preceding calendar month (if any); plus (iv) the total Quality Credits (if any). Any Billing Share Reductions will be deemed to be reductions reflecting a diminution in the value of Services as a result of the failure to meet metrics rather than liquidated damages or a penalty.

7.	“Credit Account” means a Customer account which is issued a payment device which draws funds from a line of credit and includes charge cards.

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8.	“Customer Incentive” means the (x) Base Customer Incentive [***], as a stated or calculated cash value which may be earned by a Customer upon redemption of an Offer, based upon the value currency of the Offer, including cash, points, miles, or any other rewards currency offered by JPMC, if applicable. The calculated cash value of a value currencies will be determined by JPMC.

9.	“Deposit Account” means a Customer account which is issued a payment device which draws funds from a checking, savings, or other deposit account.

10.	“JPMC Billings” means the Billings related to the Services or Offers to Customers.

11.	“JPMC Billings Share” means JPMC Billings minus Supplier Billings Share and Allowable Expenses.

12.	“Prepaid Accounts” means Customer accounts which are issued payment devices on a closed-loop or open-loop basis that are not Deposit Accounts or Credit Accounts including accounts marketed or labeled as ‘prepaid’, accounts which are loadable with funds, stored value cards, payroll card accounts, and government and needs-tested benefit accounts.

13.	“Qualifying Transaction” means a settled transaction successfully completed by a Customer at a Participating Advertiser in accordance with the terms and conditions of an Offer received by a Customer through the Supplier TMS.

14.	“Select Account” means a Credit Account or a Prepaid Account.

15.	“Supplier Billings Share” means the amount retained by Supplier, which:

a)	for a Qualifying Transaction made by a Select Account, equals JPMC Billings, multiplied by the total of (x) [***] percent ([*** ]%) of JPMC Billings plus (y) any Incentive Bonuses minus (z) any Billings Share Reductions (provided, however, that in no circumstance shall Supplier Billings Share for a Select Account equal less than [***] percent ([***]%) of JPMC Billings); and

b)	for a Qualifying Transaction made by a Deposit Account, equals JPMC Billings, multiplied by the total of (y) [***] percent ([***]%) of JPMC Billings minus (z) any Billings Share Reductions.

B.	ACCOUNTING.

a)	Allowable Expenses;

b)	Billings, JPMC Billings, Supplier Billing Share, and JPMC Billings Share;

c)	Billing Share Reductions and each of the components thereof;

d)	Billings for JPMC Managed Offers and Referred Advertisers;

e)	Customer Incentives and the amount of Customer Incentive attributable to each individual Customer for their Qualifying Transactions [***]; and

f)	Such other information and data as JPMC may reasonably request to assist JPMC in validating Supplier’s calculation of amounts the due under this Schedule.

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C.	INTENTIONALLY OMITTED.

D.	INCENTIVE BONUS (FOR SELECT ACCOUNTS).

1.	Merchant Based. Each calendar quarter, Supplier may receive the Incentive Bonus indicated by the chart below. Any applicable Incentive Bonus will be applied for the next calendar quarter.

a.	The “Participating Advertiser Percentage” for each chart below shall be calculated by aggregating the total number of Participating Advertisers: (i) for whom Supplier included [***] Offer providing Customers Reasonable Value during the calendar quarter; and (ii) are listed as merchants on the applicable Annex; then dividing by [***].

b.

Merchant Incentive Chart A. Annex A includes a list of [***] merchants (“Merchant Incentive Chart A”) and may be amended once [***] upon [***] notice, provided that no more than [***] merchants are changed in connection with each amendment ; provided, however, that if any merchant on Merchant Incentive Chart A files for Bankruptcy, JPMC will change that merchant pursuant to this Section without having such change count against the [***] or time limitations. In the event Supplier provides Offers for merchants listed on Merchant Chart A, Supplier may receive the Incentive Bonus indicated by the chart below:

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c.

Merchant Incentive Chart B. Annex B includes a list of [***] merchants (“Merchant Incentive Cart B”) and may be amended once [***] upon [***] notice, provided that no more than [***] merchants are changed in connection with each amendment; provided, however, that if any merchant on Merchant Incentive Chart B files for Bankruptcy, JPMC will change that merchant pursuant to this Section without having such change count against the [***] or time limitations. In the event Supplier provides Offers for merchants listed on Merchant Chart B, Supplier may receive the Incentive Bonus indicated by the chart below:

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2.	Incentive Bonus Limits. Notwithstanding anything in this Schedule to the contrary, in no event may the aggregate Incentive Bonus exceed [***] percent ([***]%). Further, the Incentive Bonus may only be included in calculations associated with Select Accounts.

E.	QUALITY CREDITS (FOR SELECT ACCOUNTS).

1.	Generally.

a.

Supplier’s failure to meet certain Offer requirements outlined below will result in “Quality Credits” equal to the Vertical Diversity Credit (if any) plus the [***] Credit (if any) plus the [***] Credit (if any) plus the [***] Credit (if any). Supplier may elect to fund Offers to satisfy the requirements of any Quality Credits; provided that the amount of funding for such Offer(s) must equal at least [***] percent ([***]%) of JPMC Billings.

2.	Category Diversity.

a.	If in any calendar month Supplier fails to include [***] Offer providing Customers Reasonable Value from merchants representing [***] percent ([***]%) of the Qualifying Verticals, JPMC will receive a “Vertical Diversity Credit” equal to [***] percent ([***]%) of JPMC Billings.

b.

The “Merchant Category Chart” means the list of at least [***] merchants attached as Annex C which includes an indication of the merchant’s Vertical. The Merchant Category Chart may be amended by JPMC once [***] upon [***], provided that no more than [***] percent ([*** ]%) of the merchants are changed in connection with each amendment; provided, however, that if any merchant on Merchant Category Chart files for Bankruptcy, JPMC will change that merchant pursuant to this Section without having such change count against the above-stated merchant or time limitations.

c.	A merchant’s “Vertical” means the advertising cohorts designated by JPMC on the Merchant Category Chart in JPMC’s sole discretion after consultation with Supplier.

d.	A “Qualifying Vertical” means at Launch the following Verticals: (i) [***]; (ii) [***]; (iii) [***]; (iv) [***]; and (v) [***]. The foregoing list may be amended by JPMC once [***] upon [***], provided that no more than one of the Verticals is changed during each amendment.

3.	[***].

a.	If in any calendar month Supplier fails to include [***] Offer providing Customers [***] from [***] different [***] Merchants, targeted to Customers based standard Supplier criteria, JPMC will receive a “[***] Credit” equal to [***] percent ([***]%) of JPMC Billings.

b.

In each calendar quarter, Supplier will work with a JPMC business team supporting a product type or series of payment devices designated by JPMC in its sole discretion to provide Offers targeted[***]. If in any calendar month Supplier fails to include at least [***] so targeted providing Customers [***] from [***] of the [***] Merchants, JPMC will receive a [***] Credit equal to [***] percent ([***]%) of JPMC Billings. The designated JPMC business team may agree in writing that Offers from merchants other

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c.

“[***] Merchants” means those merchant listed on the chart attached as Annex D, as such chart may be amended by JPMC once [***] upon [***] notice, provided that no more than [***] percent ([***]%) of the merchants are changed during each amendment; provided, however, that if any merchant on Annex D files for Bankruptcy, JPMC will change that merchant pursuant to this Section without having such change count against the above-stated merchant or time limitations . The Parties further agree that under no circumstances will there be less than [***] merchants on Annex D.

d.	“[***]” means: [***].

4.	[***].

a.	If in any calendar month Supplier fails to include [***] Offer from [***] Merchants providing Customers [***] from [***] different [***] Merchants, JPMC will receive a “[***] Credit” equal to [***] percent ([***]%) of JPMC Billings. Notwithstanding the foregoing, JPMC shall not be entitled to a [***] Credit until [***] after JPMC includes [***] data in the Daily Feed.

b.	“[***] Merchants” means those merchants listed on the chart attached as Annex E, as such chart may be amended by JPMC once [***] upon [***] notice, provided that no more than [***] of the merchants are changed during each amendment. The Parties further agree that under no circumstances will there be less than [*** ] merchants on Annex E.

c.	“[***]” means:].

5.	[***] Campaigns.

a.

JPMC may designate [***] marketing campaigns for the next calendar year (each a “[***] Campaign”) and the Parties will agree on a list of at least [***] merchants which would fit the goals of each [***] Campaign (“[***] Merchants”). [***] of the [***] Merchants for any applicable [***] Campaign will have previously provided Offers. No later than five (5) days after the execution of this Schedule, the Parties will commence discussions about upcoming [***] Campaigns.

b.	If during any [***] Campaign, Supplier fails to include [***] Offer providing Customers Reasonable Value from [***] different [***] Merchants, JPMC will receive a “[***] Credit” equal to [***] percent ([***]%) of JPMC Billings for [***].

c.	JPMC shall not be entitled to a [***] Credit, unless it has designated the applicable [***] Campaign and [***] Merchants at least [***] in advance.

F.	JPMC MANAGED OFFERS

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G.	REFERRED ADVERTISERS

H.	[***]

(i)	[***] of the net portion of Billings due or payable to [***].

(ii)	[***] of the net portion of Billings due or payable to [***].

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(Section 1.1).	The Loans shall consist of Revolving Loans (the “Revolving Loans”) and a Term Loan (the “Term Loan”) as follows. (“Loans” as used in this Loan Agreement means, collectively, the Term Loan and the Revolving Loans.)

(1)	Amount. The Revolving Loans shall be in an amount up to the lesser of the following (the “Revolving Loan Credit Limit”):

(2)	Revolving Loan Maturity Date. Subject to the terms and conditions of this Loan Agreement, Revolving Loans may be borrowed, repaid and re-borrowed, until the Maturity Date, on which date the entire unpaid principal balance of the Revolving Loans and all accrued and unpaid interest thereon shall be due and payable. After the Maturity Date no further Revolving Loans shall be made.

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(1)	Disbursement of Term Loan. The Term Loan shall be in the original principal amount of $20,000,000, and, subject to the terms and conditions in this Loan Agreement, shall be disbursed to Borrower, in one disbursement, within two Business Days after the date hereof.

(2)

Principal Payments. On the Maturity Date, the entire unpaid principal balance of the Term Loan and all accrued and unpaid interest thereon shall be due and payable. Notwithstanding the foregoing, Borrower may prepay the Term Loan, in whole or in part, at any time without premium or penalty; provided that any such prepayment includes all accrued and unpaid interest on the Term Loan at the time of such prepayment.

Ancillary Services Limit:	$1,350,800.

Overall Credit Limit:	Notwithstanding any provisions herein to the contrary, in no event shall the total Obligations (including without limitation the Term Loan, the Revolving Loans, and Obligations relating to Ancillary Services) at any time outstanding exceed $51,350,800 (the “Overall Credit Limit”).

(i)	If the total Deposits on the last day of a month exceed $40,000,000, the interest rate in effect during the following month shall be equal to the Prime Rate in effect from time to time, minus 0.75% per annum;

(ii)	If the total Deposits on the last day of a month are equal to or less than $40,000,000, but the total Deposits on the last day of such month exceed $20,000,000, then the interest rate in effect during the following month shall be equal to the Prime Rate in effect from time to time, minus 0.50% per annum;

(iii)	If the total Deposits on the last day of a month are equal to or less than $20,000,000, then the interest rate in effect during the

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(iv)	The interest rate in effect during May, 2018, the month in which this Agreement is being executed and delivered, shall be the interest rate under clause (i) above.

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(a)	Monthly accounts receivable agings, aged by invoice date, with borrowing base certificate, within 30 days after the end of each month;

(b)	Monthly accounts payable agings, aged by invoice date, within 30 days after the end of each month;

(c)	Quarterly unaudited financial statements, as soon as available, and in any event within 45 days after the end of fiscal quarter;

(d)	Annual operating budgets and financial projections (including income statements, balance sheets and cash flow statements, by month) for each fiscal year of Borrower within 60 days after the beginning of such fiscal year, approved by Borrower’s board of directors;

(e)	Annual financial statements, as soon as available, and in any event within 90 days following the end of Borrower's fiscal year, certified by, and with an unqualified opinion of, independent certified public accountants of nationally recognized standing or otherwise reasonably acceptable to Agent;

(f)

Each of the monthly reports in subsection (a) and the financial statements in subsection (e) above shall be accompanied by Compliance Certificates, in the form of Exhibit D hereto, signed by the Chief Financial Officer of Borrower, certifying that as of the end of such period Borrower was in full compliance with all of the terms and conditions of this Loan Agreement, and setting forth calculations and accompanied by supporting documentation showing compliance with the financial covenants set forth in this Agreement and such other information as Agent shall reasonably request;

(g)	promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems;

(h)	such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Agent may reasonably request from time to time; and

(i)

within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Agent, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in exhibits to any Intellectual Property Security Agreement delivered to Agent by Borrower in connection with this Loan Agreement;

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(j)	Promptly (and in any event within two Business Days), notice in writing of the occurrence of any Default or Event of Default;

(k)	Promptly (and in any event within two Business Days), notice in writing of any matter that has resulted or could reasonably be expected to result in a Material Adverse Change; and

(l)	Promptly (and in any event within two Business Days), notice in writing of the threat or institution of, any material development in, any claim, suit, litigation, proceeding or investigation which could reasonably be expected to result in a Material Adverse Change.

(a)	Additional Conditions Precedent. In addition to any other conditions to the first disbursement of the Loans set forth in this Loan Agreement, the first disbursement of the Loans is subject to the following additional conditions precedent:

(1)

Payment of Existing Indebtedness. All Indebtedness of Borrower to Ally Bank and PWB under Loan and Security Agreement between Borrower and them dated September 14, 2016 is paid in full, and all Indebtedness of Borrower to Columbia Partners, L.L.C. and Investment Management and National Electrical Benefit Fund and their successors and assigns is paid in full, and all Liens relating thereto shall be terminated of record.

(2)	Restricted Deposit Account. Borrower shall deposit the sum of $20,000,000 in a restricted Deposit Account with Agent (the “Pledged Account”), which shall at all times prior to the payment in full of the Term Loan be maintained with, and under the exclusive control of Agent, as part of the Collateral.

(3)	Insurance Requirements. In addition to the post-closing insurance requirements set forth below, Borrower shall provide Agent with the following with respect to the insurance requirements in Section 5.2 of this Loan Agreement:

(i)	Property Insurance. An Acord Form 28 showing

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(ii)	Liability Insurance. An Acord Form 25 showing Agent as a certificate holder.

(iii)	Insurance Companies. All insurance required pursuant to this Loan Agreement shall be issued by insurance companies in good standing with a current rating of A- or better by A.M. Best Company and a Financial Size Category of VIII or higher.

(iv)	Name and Address. The Agent name and address format on all insurance related documentation shall be as follows:

(b)	Deposit Accounts. Borrower shall at all times maintain all of its Deposit Accounts and all of its investment accounts with PWB; provided that Borrower may maintain up to a total not to exceed $250,000 in Deposit Accounts at other institutions, subject to a control agreement among Borrower, such institution and Agent, in form and substance satisfactory to Agent in its Good Faith Business Judgment.

(c)	Foreign Subsidiaries; Foreign Assets.

(1)

Representations. Borrower represents and warrants that it has no partially-owned or wholly-owned Subsidiaries which are not Borrowers hereunder, except for Subsidiaries organized under the laws of a jurisdiction other than the United States or any state or territory thereof or the District of Columbia (“Foreign Subs”), which are as follows: Cardlytics UK Limited, a company organized under the laws of England and Wales (the “UK Sub”) and a wholly-owned subsidiary to be organized under the laws of the Republic of India (the “Indian Sub”).

(2)	Investments. Borrower may make Investments in the Foreign Subs, in an aggregate amount not to exceed the amount necessary to fund the current operating expenses of the Foreign Subs (taking into account their revenue from other sources); provided that the total of such investments and loans in any fiscal year to all such Foreign Subs shall not exceed $3,000,000. The foregoing shall constitute

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(3)

Foreign Assets. Borrower covenants that the total amount maintained by Borrower in foreign bank accounts owned by Borrower shall not, at any time, exceed $500,000. Borrower shall not permit any of the assets of any of the Foreign Subs to be subject to any security interest, lien or encumbrance, except for Liens that would be Permitted Liens if the Foreign Sub was a Borrower hereunder (other than Liens securing Indebtedness for borrowed money), and Borrower shall not agree with any other Person to restrict its ability to cause a Foreign Sub to grant any security interest in, or lien or encumbrance on, its assets.

(d)

Perfection of Security Interest in Stock of Foreign Sub. Within 60 days after the date hereof, Borrower shall execute and deliver all such documents as are necessary to grant Agent for the benefit of Lenders, a security interest in 100% of the non-voting stock and 65% of the voting stock of all classes of the UK Sub, as Agent’s UK counsel shall recommend, together with certified resolutions or other evidence of authority with respect to the execution and delivery of such documents, and Borrower shall take such actions as shall be reasonably necessary in order to perfect such security interest. Within 60 days after the formation of the Indian Sub, Borrower shall execute and deliver all such documents as are necessary to grant Agent for the benefit of Lenders, a security interest in 100% of the non-voting stock and 65% of the voting stock of all classes of the Indian Sub, as Agent’s Indian counsel shall recommend, together with certified resolutions or other evidence of authority with respect to the execution and delivery of such documents, and Borrower shall take such actions as shall be reasonably necessary in order to perfect such security interest. Throughout the term of this Loan Agreement, Borrower shall cause such documents and perfected security interests to continue in full force and effect.

(e)	Post-Closing Insurance Requirements. Within 30 days after the date hereof, Borrower shall provide the following to Agent:

(1)	Property Insurance. A Lender’s Loss Payable endorsement showing Agent as a lender’s loss payee.

(2)	Liability Insurance. An endorsement to Borrower’s liability insurance policy showing Agent as an additional insured.

(f)	Audit. Without limiting the generality of Section 5.4, Borrower agrees to cooperate with Lender to enable Lender to complete an

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(g)

Extensions of Deadlines. Deadlines for actions by Borrower to complete matters set forth in this Section 8 after the date hereof may be extended by Agent from time to time in its sole discretion, provided such extension is in a written extension signed by Agent and delivered to Borrower. The granting of any such extension shall not be deemed to imply any agreement to provide any further extensions.

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1.	I have reviewed this Quarterly Report on Form 10-Q of Cardlytics, Inc. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this Quarterly Report on Form 10-Q of Cardlytics, Inc. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 (the "Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.