Specialized Distribution Channel Addendum: MileagePlus Holdings, LLC

This Specialized Distribution Channel Addendum (this “Addendum”) is entered into by and between Gift Bar LLC (“Giftbar”) and Merchant pursuant to Merchant Network Agreement between Giftbar and Merchant (the “Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.

Last revised June 2017

1 Specialized Distribution Channel

This Specialized Distribution Channel (the “Channel”) is MileagePlus Holdings LLC, a subsidiary of United Continental Holdings Inc. (“United”) and includes the MileagePlus X mobile application ("MileagePlus X") and any and all current or future programs with United or its affiliates, which automatically included in this Channel.

2 Additional Terms

Additional terms applicable to Merchant’s participation in the Channel:

2.1 License

Merchant hereby grants United a non-exclusive, non-transferable, royalty-free license to use Merchant’s services marks, trademarks, artwork, name, slogans, designs and related intellectual property as necessary or appropriate for United to make Merchant Gift Cards available to consumers in the Channel.

2.2 Sales

All sales of products or services utilizing MileagePlus X will be considered final. Merchant may, at their discretion, offer consumer an exchange or store credit, but all such transactions are outside the scope of this Addendum and solely the responsibility of Merchant.

2.3 Term

Merchants agree to be part of the MileagePlus X distribution channel, including paying any applicable monthly fees, for 365 calendar days from the date this Addendum is executed. Further, this Addendum automatically extends the term of the merchant's original Merchant Network Agreement, including any applicable monthly fees, to expire 365 calendar days from the date of the execution of this Addendum. This Addendum automatically renews for an additional 365 calendar day term at the end of each term unless written notice is provided by the Merchant a mininum of 30 calendar days prior to term expiration.

3 No Guarantee

Merchant understands that neither Giftbar nor United makes any promises or guarantees of performance related to this Channel.

4 Email Promotions

Merchant agrees to co-promote MileagePlus X and/or other elements of Channel to its customer database via four (4) dedicated email campaigns throughout the calendar year. Merchant understands that these emails will follow a format that has been provided by Giftbar and approved by United. Giftbar and United may, at their sole option, require this email be sent via the Channel’s then current third party email provider. Merchant email list will be used solely for the purposes noted above and will be kept confidential and will be sold or used for any other purposes.

5 Point of Sale Promotion

Merchant agrees to, if requested, prominently display promotional MileagePlus X materials at the merchant’s primary checkout location (“Point of Sale”) for a period indicated by Giftbar.

6 Website Link

If Merchant has a website, merchant agrees to place a link to a location designated by Giftbar and United on the Merchant’s home page.

Approval of Marketing Materials

Merchant understands that all marketing materials, including ones produced by the Merchant, related to participation in this program must be approved by Giftbar and United in advance.

8 Redemption Training

Merchants are responsible for fully training all staff members on how to process a MileagePlus X transaction. United and Giftbar will conduct anonymous, random, unannounced shopping visits to Merchants to ensure staff members are fully trained on redemption process and can process a MileagePlus X transaction in 2 minutes or less. Merchants understand that failure to meet this requirement will result in immediate removal from MileagePlus X and/or Channel, without refund, and may result in the Merchant being barred from future participation in this or other Channels.

9 Redemption Accounting

Merchant understands and agrees that all MileagePlus X transactions must be processed immediately, accurately and completely and while the customer is still within the Merchant’s premises. Compliance with this requirement will be monitored by Giftbar and United through a variety of methods and failure to meet this requirement will result Merchant forfeiting all funds in connection with transactions failing to meet these requirements, at Giftbar and United’s sole and final discretion, and in immediate removal from MileagePlus X and/or Channel, without refund, and may result in the Merchant being barred from future participation in this or other Channels.

10 Revenue Share

Merchant agrees that all transactions processed through the MileagePlus X app are subject to a 18 percent revenue share. Gift cards purchased by consumers via the Site are subject to a revenue share agreed upon at the time of signing.

11 Confidentiality

Merchant agrees to treat all information in regard to MileagePlus X and the Channel as privileged and confidential information and will not disclose it to any third party without prior written approval from Giftbar or United.

12 Exclusivity

In addition to the exclusivity terms outlined in original Agreement, Merchant agrees that it may not participate, in any way, in any airline or travel industry rewards, loyalty, rewards or payment program, service or platform without prior written approval from Giftbar.

13 Limitations of Liability

In addition to the limitations of liability contained in the original Agreement, Merchant specifically agrees to indemnify and hold harmless Gift Bar LLC, MileagePlus Holdings LLC and United Continental Holdings Inc. and their affiliates, contractors, employees, board members and any or all other associated parties from any damages, direct or consequential, as the result of the use, disuse or misuse of MileagePlus X.