Coalition Operator Terms

Where a Coalition Operator has executed a separate written agreement with Rewardly, that agreement controls and these Terms do not apply to the extent of any inconsistency. These Terms govern Coalition Operators who access the Services without a separate signed agreement.

1. Acceptance

These Coalition Operator Terms ("Terms") govern access to and use of the Rewardly coalition rewards platform, including the website, APIs, administration console, participant tools and consumer applications (together, the "Services"), by an organisation operating a rewards program (a "Coalition Operator" or "you").

By accessing or using the Services you agree to these Terms. If you are acting for an organisation, you represent that you have authority to bind it.

2. The Services

Rewardly provides a white-label coalition rewards platform that enables a Coalition Operator to launch and manage a rewards program across the independent businesses on its property (each a "participant").

Platform capabilities

• Coalition administration console — zones, categories, earn rates, caps and reward rules
• Participant onboarding, management and self-service tools
• Consumer application and enrolment channels, white-labelled to the Coalition Operator
• Receipt capture and AI-assisted validation
• Promotion engine, including windows, multipliers, caps, streaks, tiers and challenges
• Points issuance and redemption recorded on an independent settlement ledger operated as part of the Services
• Settlement computation and payout processing
• Analytics, reporting and finance reporting

Availability. We aim for high availability but do not guarantee uninterrupted access, and may perform scheduled maintenance with reasonable notice. Specific service levels apply only where stated in a signed agreement.

3. Points, reward pools and settlement

3.1 What a point is

Points issued in a Coalition Operator's program are a contractual claim against that Operator's reward pool, redeemable with participants on the terms the Operator publishes to its members. Points are not legal tender, not a deposit, not a security, and not transferable for cash except where the Operator's own published rules or applicable law require it.

3.2 The reward pool is the Operator's money

The Coalition Operator funds and maintains a ring-fenced reward pool held in a bank account the Operator controls. Rewardly does not receive, hold, custody or transmit reward pool funds at any time. The funding account may only add to the pool.

The Coalition Operator maintains pool coverage at not less than the level set out in its agreement with Rewardly, and in any event sufficient to cover the outstanding liability of Points issued to consumers. Rewardly may pause new Point issuance while an uncured coverage shortfall persists.

Rewardly is a software provider, not a payment institution, and is never a party to the movement of the reward pool.

3.3 Expiry and programme rules

Earn rates, redemption terms, caps, and any expiry period are set by the Coalition Operator and must be disclosed to members before they earn. Where a Coalition Operator commits that Points do not expire, the Services record and honour that commitment. Where an Operator sets an expiry period, the Services record and apply it. The Operator is responsible for the lawfulness of its programme rules in each jurisdiction where the programme runs.

3.4 Earn-time record

Rewardly records each Point issuance — including its time and its value at issuance — on an immutable ledger, and makes that record available to the consumer through the Service.

3.5 Unredeemed value

Unredeemed value remains with the Coalition Operator. Rewardly does not take a share of breakage. Operators are responsible for any unclaimed-property or escheatment obligations that apply to their programme.

3.6 Settlement between participants

Where Points are earned at one participant and redeemed at another, the Services net those positions each settlement period and present the result for the Operator's approval. Amounts at or below a threshold the Operator configures may be approved automatically, with the applicable rule recorded against each settlement record.

Settlement may be executed manually by the Operator, or automatically through a third-party payment processor under the Operator's own processor account, on a schedule and with the approvals the Operator configures. Rewardly calculates and records settlement; it does not effect payment and does not handle funds.

3.7 If a programme ends

On termination or suspension of a programme, the Coalition Operator remains responsible for outstanding Points liability to its members and for honouring or winding down balances in accordance with the rules it published and applicable law. The Parties will cooperate in an orderly wind-down, with members given reasonable notice and opportunity to redeem. Rewardly will make the Operator's ledger and outstanding-liability records available for that purpose.

4. Operating the programme

4.1 Program administrator

The Coalition Operator designates a competent program administrator with authority and availability to run the programme day to day, including: onboarding and retiring participants; maintaining coalition settings; defining, scheduling and managing promotions; keeping programme information current; and handling the manual review queue.

4.2 AI-assisted validation

The Services use artificial intelligence, including multiple large language models, to validate consumer submissions and redemptions. Submissions meeting the applicable confidence level are approved automatically. Submissions the models cannot approve — because of suspected fraudulent activity, unclear or incomplete proof, or low confidence — are routed to a manual review queue where the Coalition Operator's administrator approves or rejects them.

AI validation is probabilistic. Rewardly operates it with commercially reasonable skill and continuously improves its models, but does not warrant that every automated decision will be correct and is not responsible for individual approval or rejection decisions, including decisions made by the Operator in manual review.

4.3 Programme disclosures

The Coalition Operator is the business offering the programme to consumers and is responsible for publishing its programme terms and, where required by law, a notice of financial incentive, before members enrol. Rewardly provides templates; the Operator adopts and is responsible for them.

5. Fees and payment

Coalition Operators pay the fees for their selected plan as described at purchase or in their Order Form. Subscription fees are billed in advance; any usage-based fees are billed in arrears.

Overdue amounts may bear interest at the lesser of 1.0% per month and the maximum lawful rate, and Rewardly may suspend the Services for amounts more than thirty (30) days overdue after notice.

Setup fees are non-refundable. Fees are exclusive of taxes.

6. Acceptable use

You agree not to: violate applicable law; infringe intellectual property rights; transmit malicious code or interfere with the Services; engage in fraudulent activity or misrepresentation; collect personal information without proper consent or notice; use automated systems to access the Services without permission; or resell or redistribute the Services without authorisation.

7. Intellectual property

The Services, including all software, models, methods (including patent-pending methods), designs, trademarks and content, are owned by Rewardly Protocol, Inc. You receive a limited licence to use the Services under these Terms.

All customisations, enhancements and derivative works of the Services, whether or not requested, funded or suggested by you, remain the property of Rewardly and are licensed to you as part of the Services.

You retain ownership of content you upload (logos, participant lists, branding assets). You grant us a licence to use it solely to provide the Services. Feedback may be used by us without obligation.

8. Rewardly independence

These Terms are non-exclusive. Subject to our confidentiality and data obligations, nothing restricts Rewardly from providing the Services to any other person or property, developing similar features, or operating consumer applications of its own through which consumers may access programmes they have chosen to join. Where your programme is surfaced in a Rewardly-branded application, it is presented under your programme brand.

9. Privacy and data

Our handling of personal information is governed by our Privacy Policy, incorporated by reference.

Programme data. The Coalition Operator is the controller (and, in India, Data Fiduciary) for its members' programme data; Rewardly acts as processor on the Operator's instructions. Programme data is isolated per programme, is never sold or shared, is not disclosed to any other Rewardly customer, and is not used to market, seed or enrich any other programme.

Consumer accounts. Consumers hold a Rewardly account governed by the Terms of Service and Privacy Policy. Rewardly is an independent controller of that account information. A consumer may use the same account to join other programmes; that is always the consumer's own choice, and Rewardly will not use your membership base to solicit members into any other programme.

Security. We maintain administrative, technical and organisational safeguards including encryption in transit and at rest, access controls, logging and periodic independent testing, and will notify you without undue delay of any security incident affecting your programme data.

10. Termination

You may terminate by giving thirty (30) days' written notice, and remain responsible for fees through the termination date. We may suspend or terminate for breach of these Terms or non-payment, with notice where practicable and immediately for serious violations. On termination, access ceases, Section 3.7 applies, and we will make your data available for export for thirty (30) days.

11. Warranties and liability

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND REWARDLY DOES NOT WARRANT ANY LEVEL OF MEMBER ENROLMENT, PARTICIPANT ADOPTION OR SALES OUTCOME, OR THAT AI-BASED VALIDATION WILL BE ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REWARDLY IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUES OR GOODWILL. REWARDLY'S TOTAL LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE FEES PAID TO REWARDLY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Changes to these Terms

We may update these Terms and will notify Coalition Operators of material changes at least thirty (30) days before they take effect. Continued use after the effective date constitutes acceptance.

13. Governing law

These Terms are governed by the laws of the State of California, United States, without regard to its conflict of laws principles. The state and federal courts located in Contra Costa County, California have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services.

14. Contact

legal@rewardly.live · Rewardly Protocol, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, USA