Effective Date: June 30, 2015

If you are a member of the Shop Your Way program (“Shop Your Way Program”) offered by Sears Holdings Management Corporation (together with its affiliates, “Company”) and are at least 18 years of age), you may be eligible to participate in the Shop Your Way - Card Link program (the “Card Link Program”, or just “Card Link”). The following terms and conditions govern your participation in the Card Link Program. By registering for Card Link, you accept these terms and conditions (the “Card Link Terms”), which are in addition to the Terms and Conditions of the Shop Your Way Program (the “Shop Your Way Terms”), the Card Link Program Privacy Statement , and the Shop Your Way Privacy Policy. Capitalized terms used but not defined in these Card Link Terms have the meanings given to them in the Shop Your Way Terms.

By linking a card to your Shop Your Way account through the Card Link Program, you agree that (1) Visa, MasterCard, Discover, American Express or any other qualifying payment network (“Payment Network”) may use and share transactional information regarding your registered payment card activity (including date, time, merchant, location, and purchase or return amount) at Shop Your Way Card Link Merchants (as defined below) with Company and third parties working on its behalf (including without limitation Rewards Network Establishment Services, Inc.) as necessary for Company and its third parties to facilitate the Card Link Program and to provide you with your reward(s), and (2) Payment Network may monitor transactions (including returns) on your registered payment card to determine where you used your card and the type of merchant regardless of whether such merchant is a Shop Your Way Card Link Merchant (as defined below). Company’s use of this data is subject to the Card Link Program Privacy Statement . You also agree that Company and third parties working on its behalf may share your Shop Your Way Program membership information (e.g., your Shop Your Way member ID) with your Payment Network as necessary to facilitate the linking of your card as part of the Card Link Program.

Overview

The Card Link Program allows you to earn Points under the Shop Your Way Program when you make a Qualifying Purchase from a third-party merchant participating in the Shop Your Way Card Link Program (a “Shop Your Way Card Link Merchant”) using your Registered Card (as defined below). The terms of your purchase of any product or service from a Shop Your Way Card Link Merchant are governed by your relationship with such Shop Your Way Card Link Merchant and neither Payment Network nor Company is responsible for any issues that arise from your relationship with any Shop Your Way Card Link Merchant. By agreeing to the Card Link Terms and opting to receive communications, you agree that Company may send you promotional and transactional messages via e-mail. The communications described herein are in addition to any communications you may have previously agreed to receive from Company.

Registration

To earn Points for shopping at a Shop Your Way Card Link Merchant, you must register your eligible payment card(s) you use to shop at that Shop Your Way Card Link Merchant and then make a Qualifying Purchase using your Registered Card (as defined below). You may register up to five (5) each of your eligible payment cards. An eligible payment card that has been registered is referred to as a “Registered Card.” You are responsible for registering a new card if your Registered Card is no longer valid, lost, stolen or if you receive a replacement card with a different card number or expiration date. By entering your card, you are representing that you are the cardholder or an authorized user of the Registered Card. You agree to provide and maintain true, accurate and complete registration information about yourself and your Registered Card. Only legal residents of the 50 United States (including the District of Columbia) are eligible to register for the Card Link Program.

Shop Your Way has engaged Rewards Network Establishment Services, Inc. (“Rewards Network”) to administer the Rewards Network Restaurants Program component of the Shop Your Way Card Link Program. The Rewards Network Restaurants Program is subject to the Rewards Network Restaurants Program Terms and Privacy Disclosures. Rewards Network also administers certain third party loyalty dining programs. A payment card may be registered with only one loyalty program administered by Rewards Network. If your eligible payment card is registered with the Card Link Program and subsequently registered with a third party loyalty dining program administered by Rewards Network, you will not be eligible to receive Points or other rewards on Shop Your Way program dining offers administered by Rewards Network. Likewise, if you register your payment card with the Card Link Program after you have registered it with another third-party loyalty dining program administered by Rewards Network, you will no longer receive points or rewards in the other program. Rewards Network contractually requires programs to notify you if your card is deactivated from one program because it has been registered in another. If you wish to terminate your participation in the Rewards Network Restaurants Program component of the Shop Your Way Card Link Program, please contact Shop Your Way.

Qualifying Purchases - Earning Points

You are eligible to earn Points when a Payment Network’s systems identify that you have used a Registered Card to make a “Qualifying Purchase,” from a participating Shop Your Way Card Link Merchant. Company reserves the right to determine whether any given transaction is a Qualifying Purchase (as that term is defined in the Shop Your Way Terms).

Card Eligibility

Not all cards are eligible for registration in connection with the Card Link Program. Without limitation, corporate cards, purchasing cards, non-reloadable prepaid cards, any prepaid or gift card that is not associated with the holder’s ZIP code, government-administered prepaid cards (including EBT cards), healthcare (including Health Savings Account (HSA) or Flexible Spending Account (FSA) cards) or insurance prepaid cards, Visa Buxx, and payment cards whose transactions are not processed through the Visa U.S.A. or MasterCard International payment systems are not eligible to participate. Some kinds of MasterCard cards, such as Payroll and Government Pre-paid Cards, cannot participate in a rebate

program in the United States. Only transactions that are made with a registered MasterCard credit or signature debit card that are processed or submitted through MasterCard’s GCMS Platform transaction-processing system will be monitored for purposes of the Card Link Program or are eligible to be Qualifying Purchases.

Important Notes About Your Transactions

Not all transactions made with your Registered Card can be monitored. Do not use a Personal Identification Number (PIN) when paying for your purchases with your Registered Card that is a debit card as you will need to use a credit or signature-based debit card for transactions if you want the transaction to be applied towards your Card Link offer completion. You acknowledge that the Payment Network may be unable to monitor every transaction made with your Registered Card, including PIN-based purchases, purchases you initiate through identification technology that substitutes for a PIN, payments made through other payment methods (such as a third-party digital wallet or payment app, where you may choose your Registered Card as a funding source but you do not present your card directly to the merchant), payments of existing balances, balance transfers, or transactions that are not processed or submitted through the applicable payment system, and that these transactions are not eligible.

Unlinking a Card from the Card Link Program

If you change your mind and no longer want to take part in the Card Link Program, you can unlink your card by revisiting the Card Link Program page and using the unlink functionality . Unlinking your card(s) from the Card Link Program does not affect your enrollment in the overall Shop Your Way Program.

1. Acknowledgements / Releases / Indemnification.

a. You acknowledge and agree that neither Company nor the applicable Payment Network will have any liability associated with or arising from your participation in the Card Link Program, the information you provide at registration, or for your failure to receive Points for a Qualifying Purchase or messages you receive in connection with the Card Link Program. If Company or a Payment Network has reasonable grounds to suspect that the information you provided is untrue, inaccurate or incomplete, or that you are not acting in accordance with these Card Link Terms, the Shop Your Way Terms, or the terms of any offer, your participation in the Card Link Program may be suspended or terminated.

b. Neither Company nor the Payment Networks endorse or sponsor, or are responsible for: (i) the offers, goods or services advertised, marketed, purchased, paid for, or delivered in connection with the Card Link Program (which program includes (for purposes of this Section) any purchases you make from a Shop Your Way Card Link Merchant, regardless of whether or not you were made aware of the product or service through the Card Link Program); (ii) honoring or fulfilling the offers provided to you through the Card Link Program; or (iii) the Shop Your Way Card Link Merchants whose offers, products, or services are promoted in connection with a specific offer in the Card Link Program. 916297.1

c. You are solely responsible for acquiring any hardware, software, wireless and Internet access, other items required for you to participate in Card Link Program, and any associated fees, charges and expenses.

d. THE CARD LINK PROGRAM, IN WHOLE AND IN PART, INCLUDING, WITHOUT LIMITATION, THE PLATFORM AND SYSTEMS USED TO PROCESS DATA IN CONNECTION WITH THE CARD LINK PROGRAM, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

e. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ASSUME SOLE RESPONSIBILITY AND RISK FOR YOUR USE OF CARD LINK PROGRAM AND THE RESULTS AND PERFORMANCE THEREOF. IN NO EVENT AND UNDER NO CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL COMPANY, THE PAYMENT NETWORKS OR ANY OF THEIR SUBSIDIARIES, AFFILIATES OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AUTHORIZED AGENTS, VENDORS OR SERVICE PROVIDERS (COLLECTIVELY, THE “RELEASED PARTIES”), OR ANY PARTICIPATING SHOP YOUR WAY CARD LINK MERCHANT OR ITS SUBSIDIARIES, AFFILIATES OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AUTHORIZED AGENTS, VENDORS OR SERVICE PROVIDERS (COLLECTIVELY, THE “SHOP YOUR WAY MERCHANT PARTIES”), BE LIABLE FOR ANY DAMAGES, CLAIMS OR LOSSES INCURRED (INCLUDING, WITHOUT LIMITATION, DIRECT, COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING FROM OR IN CONNECTION WITH SHOP YOUR WAY CARD LINK MERCHANTS AND/OR THESE TERMS, EVEN IF A RELEASED PARTY OR A SHOP YOUR WAY MERCHANT PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS OR LOSSES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE RELEASED PARTIES AND SHOP YOUR WAY MERCHANT PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR: (i) YOUR USE OF OR INABILITY TO USE THE CARD LINK PROGRAM; (ii) ANY MESSAGES OR THE CONTENT OF ANY MESSAGES PROVIDED TO YOU; (iii) ANY GOODS, SERVICES OR INFORMATION PURCHASED, RECEIVED, SOLD OR PAID FOR IN CONNECTION WITH THE CARD LINK PROGRAM; (iv) DISPUTES BETWEEN YOU AND A SHOP YOUR WAY CARD LINK MERCHANT; (v) ANY DATA PROVIDED THROUGH THE CARD LINK PROGRAM, INCLUDING WITH RESPECT TO INCOMPLETENESS OR MISINFORMATION; (vi) UNAUTHORIZED ACCESS TO, OR ALTERATION OR LOSS OF, YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS COLLECTED, STORED OR SENT IN CONNECTION WITH THE CARD LINK PROGRAM; (vii) ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION OR SERVICE INTERRUPTIONS; OR (viii) ANY OTHER USE BY YOU OF THE CARD LINK PROGRAM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE RELEASED PARTIES' CUMULATIVE LIABILITY TO YOU ARISING FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT, IF ANY, PAID BY YOU TO PARTICIPATE IN THE CARD LINK PROGRAM. IF NO AMOUNTS WERE PAID, YOUR SOLE REMEDY UNDER THESE TERMS SHALL BE TO DISCONTINUE ANY USE OF THE CARD LINK PROGRAM.

f. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND

LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE RELEASED PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

g. Waiver: Failure to exercise or enforce any provision or right contained in these Terms shall not be deemed a waiver of such provision or right.

h. Entire Agreement; Limitation of Actions: These CARD Link Terms (including ANY TERMS incorporated by reference) constitute the entire agreement between you and Company with respect to your participation in the Card Link Program; however your participation in the Shop Your Way Program is governed by the Shop Your Way Terms. These Card Link Terms do not amend or otherwise modify the card agreement with the issuer of your registered card. In the event of any inconsistency between these Card Link Terms and your card agreement, these Card Link Terms govern solely with respect to the Card Link Program, including the rights you granted hereunder and your card agreement governs as to the relationship between you and the issuer of your card. Any cause of action you may have with respect to the Card Link Program must be commenced within one (1) year after the claim or cause of action arises, notwithstanding any statutes of limitation to the contrary.

i. Indemnification: To the greatest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Released Parties and Shop Your Way Merchant Parties from any loss, liability, claim, or demand, including, without limitation, costs and reasonable attorneys’ fees, due to, in connection with or arising out of your use of the Card Link Program or arising from your breach of these Terms, including any representation or warranty set forth herein, your violation of applicable laws, or your violation of any rights of another person or entity.

j. Severability: If any provision of these Card Link Terms shall be deemed unlawful, void or for any reason unenforceable by a court of competent jurisdiction, then that provision shall be deemed severable from these Card Link Terms and shall not affect the validity and enforceability of any remaining provisions.

k. Confidential Arbitration: ALL DISPUTES COMPANY OR YOU HAVE RELATING IN ANY WAY TO THE CARD LINK PROGRAM (INCLUDING WITHOUT LIMITATION WITH RESPECT TO DISCLOSURES, EMAIL AND MOBILE SMS (TEXT) MESSAGES SENT TO YOU, OR ANY CONTACT INFORMATION YOU SUPPLY IN CONNECTION WITH THE PROGRAM), THESE CARD LINK TERMS, YOUR PURCHASES FROM SHOP YOUR WAY CARD LINK MERCHANTS, OR THE CARD LINK PROGRAM WILL BE SUBMITTED TO CONFIDENTIAL ARBITRATION IN THE FEDERAL JUDICIAL DISTRICT IN WHICH YOU RESIDE, EXCEPT TO THE EXTENT THAT YOU HAVE, IN ANY WAY, VIOLATED OR THREATENED TO VIOLATE ANY COMPANY INTELLECTUAL PROPERTY RIGHT. All arbitrations required by these Terms will be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award is binding and may be entered in any court of competent jurisdiction. To the fullest extent permitted by applicable law no arbitration brought under, or with respect to, the Card Link Program, or the Card Link Program Site is to be joined to an arbitration involving any other party subject to these Terms whether through class arbitration proceedings or otherwise.

For arbitration claims you assert against Company or Visa in accordance with this section, (but not for any arbitration claim against you) Company and or Visa (depending on the nature of the asserted claim)

will pay all of your administrative, hearing, and arbitrator’s fees and costs for the arbitration (but not the fees, expenses, and costs of your lawyers, experts, or witnesses) in excess of any filing fee you would have been required to pay to file the claim as a lawsuit in a state or federal court (whichever is greater) in the judicial district in which you reside. Unless unlawful, as between you and Company or Visa, Company and Visa will pay their own, and you will pay your, lawyers’, experts’, and witness fees, expenses, and costs with respect to all claims. For arbitration claims you assert against MasterCard in accordance with this section, unless unlawful, as between you and MasterCard, MasterCard will pay their own, and you will pay your, lawyers’, experts’, and witness fees, expenses, and costs with respect to all claims. To the extent permitted by law, you will not agree to act as a representative or a private attorney general, or in any other representative capacity, or participate as a member of a class of claimants in any lawsuit in any court, or in arbitration, with respect to any claims arising under these Terms, or the Card Link Program. This waiver will survive the termination of the relationship between you and Company.

Company or you may seek injunctive relief against the other in any state or federal court in Chicago, Illinois, USA, and Company and you consent to the exclusive jurisdiction and venue in the state and federal courts in Chicago, Illinois, USA for injunctive relief purposes.

l. Assignment: You may not assign these Terms, by operation of law or otherwise, without Company’s prior written consent. Subject to the foregoing, these Terms will be binding on, inure to the benefit of, and be enforceable against you and your respective successors and assigns.

Card Link Program Privacy Statement

This Privacy Statement along with the Shop Your Way Privacy Policy describes how Company collects and uses your information in connection with the Card Link Program, including the information you provide when you link your card through the Card Link Program and your Registered Card(s)’ transaction data (including any returns you make with your Registered Card(s)).

Registration Data

When you register for the Card Link Program, Company will provide your Shop Your Way member number, name, and payment card information to the appropriate Payment Network and to third parties working on Company’s behalf (including without limitation Rewards Network) to enable you to link your card(s) through the Card Link Program and so that your transaction activity can be associated with your Shop Your Way account. The applicable Payment Network and the third parties working on Company’s behalf (including, without limitation, Rewards Network) use information provided by Company to identify your transactions (including Qualifying Purchases) and to provide data back to Company so that Company can administer the Shop Your Way Card Link Program.

Payment Card / Transaction Data

When you register a payment card for the Card Link Program, you are providing your card information to Company. Company will provide your card information to the appropriate Payment Network either directly, or indirectly through third parties working on Company’s behalf (including, without limitation, Rewards Network), so that it can monitor its network for your transactions and share transaction data with Company and third parties working on Company’s behalf, such as Rewards Network.

Qualifying Purchases/Transaction Data

When a Payment Network’s systems identify a Qualifying Purchase or a return at a Shop Your Way Card Link Merchant, the Payment Network provides the details of that Qualifying Purchase to Company and third parties working on its behalf (including without limitation Rewards Network), as applicable. Notwithstanding anything else in the Shop Your Way Terms or Privacy Policy to the contrary, Company will use your card information and the transaction data provided by the Payment Network in the following ways:

Company will use your transaction data to confirm a Qualifying Purchase and award you Points.

Company may aggregate your transaction data without reference to any individual with transaction data from other members of the Card Link Program to learn insights about how members, in the aggregate, are using the Card Link Program or the types of offers, products and services they find interesting.

Company or a Payment Network may provide information in order to respond to a lawful demand from government authority or court order.

Any third parties working on Company’s behalf, including, without limitation, Rewards Network, may independently exercise the same rights set forth in this Qualifying Purchases/Transaction Data Section. The Rewards Network Restaurants Program is subject to the Rewards Network Restaurants Program Terms and Privacy Disclosures.

Identifiable Program Data

Company may use the identifiable data (excluding transaction data, which is subject to the “Qualifying Purchases / Transaction Data” section above) collected from and about you for Company’s business purposes, such as data analysis, audits, developing new products and services, enhancing Company’s Sites, improving Company’s services, personalizing your experiences, creating a profile of your interests and purchase behavior, identifying usage trends and determining the effectiveness of Company’s promotional campaigns.

De-identified and Aggregated Program Data.

Company may use and share registration and program information (excluding transaction data, which is subject to the “Qualifying Purchases / Transaction Data” section above) on a de-identified and aggregated basis for analytics, modeling and other lawful purposes. 

Rewards Network Restaurants Program Terms and Privacy Disclosures

Rewards Network Establishment Services, Inc. and our affiliates (“we”, “us” and “our”) have collaborated with Sears to provide the Rewards Network Restaurants Program component of the Sears Shop Your Way Card Link Program. If you participate in the Rewards Network Restaurants Program component (“Rewards Network Restaurants Program”) made available to you by Sears via the Shop Your Way Card Link program, your participation in the Rewards Network Restaurants Program is subject to these additional terms and privacy disclosures (“Disclosures”). Please read these Disclosures carefully as they contain very important information about how we facilitate the Rewards Network Restaurants Program for Sears and the data that we use and access in connection with the Rewards Network Restaurants Program. THESE DISCLOSURES CONTAIN AN ARBITRATION PROVISION.

By registering your card in the Shop Your Way Rewards Card Link Program (which includes the Rewards Network Restaurants Program), you agree to these Disclosures. If you do not agree to these Disclosures, do not enroll or participate in the Rewards Network Restaurants Program. BY REGISTERING YOUR CARD IN THE SHOP YOUR WAY REWARDS CARD LINK PROGRAM, WHICH INCLUDES THE REWARDS NETWORK RESTAURANTS PROGRAM COMPONENT, YOU ARE AUTHORIZING US AND THE PARTICIPATING MERCHANTS, AND THE PAYMENT CARD NETWORKS (INCLUDING AMERICAN EXPRESS, MASTERCARD AND VISA) AND PROCESSORS TO OBTAIN, PROVIDE AND USE TRANSACTION INFORMATION RELATED TO YOUR PURCHASES AT PARTICIPATING MERCHANTS (“PARTICIPATING MERCHANTS”) IN ORDER TO CALCULATE REWARDS, REDEEM REWARDS AND FACILITATE AND OTHERWISE MAKE THE REWARDS NETWORK RESTAURANTS PROGRAM AVAILABLE. AS FURTHER SET FORTH BELOW. YOU UNDERSTAND AND AGREE THAT WE WILL SHARE DETAILS OF YOUR TRANSACTIONS (SUCH AS DATE, TIME AND AMOUNT), INCLUDING QUALIFYING TRANSACTIONS, WITH SEARS, PARTICIPATING MERCHANTS AND AS OTHERWISE NECESSARY TO MAKE THE REWARDS NETWORK RESTAURANTS PROGRAM AVAILABLE.

MODIFICATION

We may, from time to time, need to update or modify these Disclosures. Notice of any updates or modifications will be made available to you through the Sears Shop Your Way Card Link Program. If you do not agree to any updates or modifications, you may elect to terminate your participation in the Rewards Network Restaurants Program at that time as set forth below. Any use of the Rewards Network Restaurants Program following such change constitutes your agreement to the change. Online modifications and amendments supersede any printed version/copy of these policies, terms, and conditions.

THE REWARDS NETWORK RESTAURANTS PROGRAM AND OUR DATA PRACTICES

Use and participation in the Rewards Network Restaurants Program is void where prohibited.

How the Rewards Network Restaurants Program Works

To become a member of and participate in the Rewards Network Restaurants Program, you must (a) be a United States resident and at least 18 years of age and otherwise be able to enter into a legally binding contract and (b) agree to these Disclosures. The Rewards Network Restaurants Program may only be

used by adults who have an eligible credit or debit card. The Rewards Network Restaurants Program is not available to minors under the age of 18 and we do not knowingly collect information from minors under the age of 18 in connection with the Rewards Network Restaurants Program.

We provide Sears with information regarding offers available from merchants that participate in the Rewards Network programs, which Sears then passes along to you via the Shop Your Way Card Link program.

If you have any questions on the Rewards Network Restaurants Program, contact Sears . Sears will contact us as necessary to resolve any issues.

Reward Limitations and Restrictions

Not all purchases at Participating Merchants will yield rewards and not all purchases with your Registered Card(s) will yield rewards. You will not receive rewards for a purchase from a Participating Merchant unless your purchase with your Registered Card meets the terms of a qualifying purchase under the offer made available to you by Sears. Purchases with your Registered Card at a Participating Merchant may be qualifying only up to a specified dollar amount, or only if made during certain time periods on specified days, or may be subject to other restrictions included in the offer. In addition, the rewards may not be earned for qualifying purchases at a Participating Merchant when using coupons or discount cards or in combination with discount programs. Other conditions for earning rewards (for example, submission of a survey within a specified time period or building a minimum amount of rewards within a specified period of time) may be applicable.

Not all payment cards are eligible to participate in the Rewards Network Restaurants Program as you will need to use a credit or signature-based debit card for transactions. Certain payment cards (such as flexible spending accounts or EBT cards) may not be processed through the payment card networks and are therefore not eligible to participate. In addition, not all transactions with your Registered Card (including PIN-based transactions, payment through a third-party digital wallet or payment app) can be monitored for eligibility to earn rewards. Do not use a PIN or a third party digital wallet or payment app if you want the transaction to be applied towards earning a reward.

The rewards for which you are eligible may vary depending on a variety of factors, such as the Participating Merchant and your level of activity within the Program. You may be eligible for rewards and offers that are not available to others and other rewards and offers may not be available to you. Information on the type, amount, limits, and other conditions on rewards and offers available to you, as well as on current Participating Merchants, are available under your unique login and may also be emailed to you. You are responsible for reviewing this information before you make a purchase at a Participating Merchant, as these details may change from time to time and may affect the rewards and offers you receive.

Limits on Registered Cards

We operate many different rewards programs of which the Rewards Network Restaurants Program for the Sears Shop Your Way Card Link program is only one. You may register up to five (5) eligible credit or debit cards with us, but any one eligible credit or debit card may be registered with only one program. If you subsequently register your Rewards Network Restaurants Program Registered Card with another program that we operate, we will cancel your Registered Card’s participation in the Rewards Network Restaurants Program and you will no longer be eligible to earn rewards for that Registered Card under the Rewards Network Restaurants Program operated by Rewards Network. Likewise, if your Registered Card was previously registered with us in another program that we operate, we will cancel that Registered Card’s participation in the other program. You will be notified if your Registered Card’s participation is cancelled in one program because it has been registered in another program that we operate.

The Data We Receive-

Account Information

Sears provides us with your primary account number for the eligible credit or debit card that you enroll into the Shop Your Way Card Link program (“Registered Card”) along with your zip code. This information is provided to us in an encrypted format from Sears. We do not collect or receive your credit or debit card expiration date or card security code.

Transaction Information

We also receive information about credit card transactions from payment card processors and payment card networks (such as American Express, MasterCard and Visa). This information may include the place of your purchase, the amount of your purchase and the date and time of your purchase. We use this transaction information to match transactions with your Registered Card and calculate the rewards based on the applicable Participating Merchant offer. We forward the matched information with the preliminary calculation of the reward to Sears. Sears confirms the rewards and uses the matched information we provide to issue you rewards. We are not responsible for calculating or providing rewards.

Card Updates

If your card number changes, you are responsible for updating your Registered Card info. In some cases, we may receive updated credit or debit card numbers associated with your registered payment card from payment card processors or payment card networks. If we receive this information, we will update the registered payment card number with the new credit or debit card number that we receive, and we may also provide the new number to Sears, in order to continue to provide you with rewards for qualifying transactions made with your registered payment card.

Survey Information

Following your matched transaction and the processing of any reward by Sears, Sears may send you an email to complete a survey regarding your transaction. When you activate the survey link, you will be

taken to a web page operated by Rewards Network. Our survey page vendor may collect on an anonymized basis your computer’s IP address or use cookies to collect aggregated, anonymized data related to your survey responses. We will share the anonymous survey information with the applicable Participating Merchant. We will also aggregate your survey responses with other survey responses for the applicable Participating Merchant and make those results available to other participants in Rewards Network programs. To the extent you access the survey on your mobile device, you may incur access or data fees or charges from your third party carrier, and you are responsible for such charges.

Data We Disclose

In addition to the disclosures set forth above, we may disclose information that we may have, identifiable or not, as necessary for defending and bringing legal actions, or if required by a government authority or legal process.

We may share anonymous or aggregated information that is not reasonably identifiable to you with our affiliates, partners, merchants, and other third parties in our discretion. Such information could be used, for example, to provide us with statistical or other analysis. This information is de-identified and cannot reasonably be used to identify you personally. This information is most often aggregated statistical information (such as information derived from your participation in the Rewards Network Restaurants Program) and information submitted in connection with restaurant surveys that you submit to us.

We have full rights to any information collected or provided to us in connection with the Rewards Network Restaurants Program, and we may freely collect, use, and disclose such information unless prohibited by these Disclosures, an applicable agreement, or applicable law.

Transfer of Personal Information

We reserve the right to transfer all information and data in our possession, custody, or control to a successor organization in the event of a merger, acquisition, reorganization, bankruptcy, or other sale of all or a portion of our assets. Any acquirer will remain subject to the terms of these Disclosures.

Data Security

We take commercially reasonable steps to maintain physical, electronic, and procedural safeguards to protect your information. These safeguards may include data encryption, access authorization, firewalls, and physical access control to our data centers. We use industry-standard encryption technologies (SSL, SSH) when transferring and receiving identifiable information. We maintain PCI DSS compliance. You can find our listing on the Visa Global Registry of Service Providers.

We maintain a Service Organization Control (SOC) 3 report. This assessment of our security practices enables you and your stakeholders to validate that we have obtained independent auditor assurance, which attests to our alignment with the American Institute of Certified Public Accountants (AICPA) Security Trust Principles. We may elect in the future to assess our security practices through a standard other than SOC, and we will in any case maintain and routinely test our controls related to the security, integrity, confidentiality and privacy of the information we collect, store and process.

Retention and Disposal of Information

We retain your information as long as we determine it is required for the operation of our business and the Rewards Network Restaurants Program and to meet legal, regulatory, and other requirements. We retain your information for the most part electronically in our computer systems or the computer systems of non-affiliated third parties that we work with in connection with operating our business and providing services to you. We take reasonable steps to ensure that information is disposed of securely when we no longer require such data.

CANCELLATION AND TERMINATING YOUR ACCOUNT

You may elect to terminate participation from the Rewards Network Restaurants Program at any time by notifying Sears at 1.800.991.8708. Sears will then provide us information regarding your termination. However, we may retain information about your transactions as set forth above.

THIRD PARTY SITES

We neither own nor control any third-party sites that may be accessible through your participation in the Rewards Network Restaurants Program or the Shop Your Way Card Link program. As a result, we do not control the privacy policies of such third parties. We assume no responsibility or liability for the actions of such third parties. We suggest that you review the privacy policy of any third-party site before submitting information to them.

DO NOT TRACK

Any Rewards Network website currently does not respond to Do Not Track (DNT) signals. We currently do not participate in online behavioral advertising.

MANDATORY ARBITRATION

Any claim, dispute, or controversy arising from or relating to the Rewards Network Restaurants Program or these Disclosures (or any prior agreement between you and us with respect to the Site), or the relationships which result from the Rewards Network Restaurants Program(whether a tort or statutory claim, or a claim seeking monetary, equitable, or other relief) (“Claim”), will be, upon the election of any party to the dispute, resolved by neutral binding arbitration administered by the National Arbitration Forum (“NAF”), under the Code of Procedure (“Code”) of the NAF in effect at the time the Claim is filed. Claims include past, present, and future Claims. Any arbitration will take place at a location within the United States federal judicial district in which you reside and will apply the substantive law set forth below. Any arbitration proceeding may not be consolidated or joined with any other proceeding and will not proceed as a class action. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, AND TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING INVOLVING MULTIPLE CLAIMANTS, BUT THEY CHOOSE TO HAVE ANY DISPUTES DECIDED THROUGH INDIVIDUAL ARBITRATION. Notwithstanding the foregoing, Rewards Network may seek injunctive or equitable relief through a court

of competent jurisdiction in the event of any misuse of its intellectual property or any misuse of its websites or systems, without the posting of a bond, proof of damages or other similar requirement.

The decision of the arbitrator will be a final and binding resolution of the Claim. This arbitration agreement is made pursuant to a transaction involving interstate commerce and will be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1–16. Judgment upon the award may be entered in any court having jurisdiction.

DISCLAIMER OF WARRANTIES

THE REWARDS NETWORK RESTAURANTS PROGRAM IS PROVIDED "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PROGRAM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY THAT THE REWARDS NETWORK RESTAURANTS PROGRAM IS OF A REASONABLY ACCEPTABLE QUALITY AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE. WE DO NOT WARRANT THAT FUNCTIONS CONTAINED IN THE REWARDS NETWORK RESTAURANTS PROGRAM WILL BE UNINTERRUPTED OR ERROR–FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY REWARDS NETWORK WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIMIT ON LIABILITY

We will not be liable for any damage that you may suffer in connection with your participation in the Rewards Network Restaurants Program, unless the damage results directly from our failure to perform our express obligations under these Disclosures. In no event will we be liable for any damage caused by any act or omission of a Participating Merchant or your use of any reward received under the Rewards Network Restaurants Program.

WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONTINGENT, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH THIS PROGRAM AGREEMENT OR THE REWARDS NETWORK RESTAURANTS PROGRAM, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR DAMAGES TO YOU IN ANY EVENT EXCEED THE AMOUNT OF REWARDS ISSUED TO YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM, EVEN IF SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

INDEMNITY

You agree to defend, indemnify, and hold us and our subsidiaries, affiliates, successors, and assigns — as well as our and their respective shareholders, directors, officers, employees, and agents — harmless from and against any and all claims, damages, costs and expenses, including attorneys' fees, arising from or relating to your (i) improper participation in Program, (ii) your use of the Rewards Network Restaurants Program or use of any reward (except to the extent caused by our material failure to

perform under the express obligations of these Disclosures), or (iii) your alleged infringement of any intellectual property or other right or policy of us or any person.

ADDITIONAL TERMS

Neither Sears nor Participating Merchants are our agents, and have no authority to take any action or make any commitments on our behalf. You and we are the only parties that may enforce these Disclosures; there are no third party beneficiaries of these Disclosures.

If any part of these Disclosures is unenforceable, such part will not make any other part of these Disclosures unenforceable, except that if the part of the arbitration provisions prohibiting arbitration involving a class action or multiple claimants is unenforceable, the entire Mandatory Arbitration provision shall be unenforceable.

You may not assign your rights under these Disclosures or in the Rewards Network Restaurants Program without our prior written consent. We may assign these Disclosures, or any or all of our rights in the Rewards Network Restaurants Program, without notice to you.

Any waiver by us of our rights under these Disclosures must be in writing and signed by us. A waiver of a right by us in one instance will not limit our ability to enforce the right in another instance.

These Disclosures, and the relationship between you and us, shall be governed by the laws of the State of Illinois, without regard to choice of law principles, except that the arbitration provision shall be governed by the Federal Arbitration Act and not Illinois law.

These Disclosures are the entire agreement that relates to your use and participation in the Rewards Network Restaurants Program and supersedes any other agreement governing the same.

OUR IT RISK & PRIVACY OFFICE

We have appointed an IT Risk & Privacy Steering Committee, which is responsible for ensuring that the protection of your information is carried out in accordance with these Disclosures. The IT Risk & Privacy Steering Committee monitors and enforces compliance with these Disclosures. If you have any questions or concerns, please contact us at:

Alice Geene

SVP, Corporate Affairs & General Counsel

Two North Riverside Plaza, Suite 200

Chicago, Illinois 60606

Phone: (312) 521-6767

Fax: (312) 521-6768

Email: legal@rewardsnetwork.com

The Shop Your Way Privacy Policy is available for review at Privacy Policy.