Protellier

1. Introduction and Relationship to Terms of Service

This Business User Agreement (“Business Agreement”) is a supplement to the Protellier Terms of Service(“Terms of Service”) and is incorporated into and forms part of the Terms of Service. Capitalized terms used but not defined in this Business Agreement have the meanings given to them in the Terms of Service.

This Business Agreement applies to businesses, merchants, restaurants, retailers, service providers, and other commercial entities (“Business,” “you,” or “your”) that register for a Protellier Business account to run cashback deals for Travelers on the Platform.

In the event of any conflict between this Business Agreement and the Terms of Service, this Business Agreement controls with respect to the subject matter specifically addressed herein.

By completing the Business onboarding process and activating a Business account, you agree to this Business Agreement in addition to the Terms of Service. If you are accepting this agreement on behalf of a business entity, you represent that you have authority to bind that entity.

2. Business Eligibility and Authority

To register and maintain a Business account, you must:

• Be a legally formed business entity or sole proprietor operating lawfully in the United States;
• Have a valid U.S. business address and tax identification number (EIN or SSN for sole proprietors);
• Have the legal authority to enter into this agreement on behalf of the business;
• Successfully complete the Platform’s onboarding and verification process as described in Section 3; and
• Not have had a Business account previously terminated for cause.

The Platform is available to a wide range of business types, including restaurants, retail establishments, hospitality businesses, personal service providers, and entertainment venues. Certain business categories may be restricted or require additional review. See Section 10 for a list of prohibited deal types and restricted business categories.

3. Business Onboarding and Verification

3.1 Required Information

Before your Business account can be activated and any deals made live, you must complete the Platform’s onboarding process, which requires submission of all of the following:

• Legal business name;
• Business type and industry category;
• Principal business address;
• Federal Tax Identification Number (EIN) or Social Security Number (for sole proprietors);
• Business owner or authorized representative full legal name, for purposes of identity verification (KYC);
• Business verification documents as requested (which may include articles of incorporation, business license, or utility bill); and
• Merchant matching profile information as described in Section 3.3.

3.2 Identity and Business Verification (KYC)

Protellier is required to verify the identity of business owners and authorized representatives as part of its compliance obligations. By submitting onboarding information, you consent to Protellier or its third-party verification partners conducting identity verification, business registry lookups, and other due diligence checks.

Protellier reserves the right to approve, reject, or request additional information for any Business account application at its sole discretion. Submission of false, misleading, or incomplete information during onboarding is grounds for immediate rejection or termination of your account and may be reported to appropriate authorities.

3.3 Merchant Matching Profile

A critical component of Business onboarding is the creation of a Merchant Matching Profile. This profile contains the information the Platform uses to automatically identify your business’s transactions in Travelers’ bank and card data. The Merchant Matching Profile must include:

• Your billing descriptor, the name that appears on customers’ bank and credit card statements for purchases at your business;
• Your point-of-sale (POS) system or payment processor, and the merchant entity IDs associated with your accounts;
• Your Merchant Category Code(s) (MCC codes) that classify the type of business you operate; and
• Any alternate names or descriptors that may appear on customer statements.

You are responsible for the accuracy of your Merchant Matching Profile. Inaccurate or incomplete matching profile information may result in qualifying Traveler transactions not being detected or non-qualifying transactions being incorrectly credited. You agree to update your Merchant Matching Profile promptly if any of the above information changes.

3.4 Test Purchase Verification

Before any deal can go live, your Merchant Matching Profile must be verified through a test purchase. The test purchase process involves making a small real transaction at your business using a Protellier-administered bank account linked for this purpose. The Platform will attempt to detect and match the transaction against your Merchant Matching Profile. Your deals will not be activated until the test purchase is successfully matched and your profile is confirmed.

If the test purchase fails to match, you will be notified and given the opportunity to review and correct your Merchant Matching Profile before retesting. You are responsible for any costs associated with test purchases.

3.5 Onboarding Review Timeline

Protellier will endeavor to complete the review of complete onboarding submissions within five to seven (5–7) business days. Incomplete submissions or submissions requiring additional documentation may take longer. Protellier is not responsible for delays caused by your failure to provide complete and accurate information in a timely manner.

4. Deal Creation and Management

4.1 Deal Types

Once your Business account is active and your Merchant Matching Profile is verified, you may create cashback deals for Travelers. Deals may be structured as either:

• Percentage cashback: a specified percentage of the qualifying transaction amount is credited to the Traveler as a Reward; or
• Fixed amount cashback: a specified flat dollar amount is credited to the Traveler per qualifying transaction, subject to any minimum spend requirement.

The Platform may offer additional deal structures in the future. Any new deal types will be communicated to Business users through the Platform and will be subject to this Business Agreement.

4.2 Deal Parameters

When creating a deal, you must configure all applicable parameters, which may include:

• Description;
• Cashback type (percentage or fixed amount) and value;
• Minimum transaction amount required to qualify for cashback;
• Deal start date and end date;
• Time-of-day restrictions, if any (e.g., available only during lunch hours);
• Maximum number of times a single Traveler may redeem the deal;
• Total cashback budget cap for the deal (the maximum total cashback the Platform will credit before auto-pausing the deal); and
• Monthly cashback budget cap, if applicable.

All deal parameters are configured by you and are your responsibility. You are solely responsible for ensuring that the deal terms you configure are financially sustainable for your business. The Platform will enforce the parameters you set but will not independently evaluate whether a deal is commercially viable for you.

4.3 Deal Review and Activation

Protellier reserves the right to review deals before activation and to reject or require modification of any deal that violates this Business Agreement, the Terms of Service, or applicable law. We will endeavor to review submitted deals within one to two (1–2) business days. We are not obligated to approve any deal and will not be liable for delays in deal activation.

4.4 Deal Modifications

You may edit a live deal at any time, subject to the following protections for Travelers who have already enrolled in it:

• Favorable or neutral changes (such as increasing the cashback value, lowering the minimum spend, extending the end date, loosening a time-of-day restriction, or adjusting your budget) take effect immediately for all Travelers.
• Adverse changes(such as reducing the cashback value, raising the minimum spend, tightening a time-of-day or per-Traveler usage restriction, shortening the end date, or pausing the deal) take effect immediately for Travelers who are not already enrolled, but Travelers who enrolled before you saved the change keep the deal’s prior terms until the change’s effective date. The effective date is the start of the next day in your business’s local time zone, and never less than five hours after you save the change, so that a Traveler who has already planned a visit is not surprised.
• Travelers enrolled in the deal are notified when you make an adverse change or pause the deal.

Pausing a deal is treated as an adverse modification: Travelers enrolled before the pause may continue to earn under the deal until the effective date, after which the deal is unavailable to all Travelers until you reactivate it. Rewards already earned are never reduced or revoked by a later change to the deal.

4.5 Auto-Pause on Budget Exhaustion

Deals will be automatically paused by the Platform when the total cashback budget or monthly budget cap you have configured is reached. Upon auto-pause, the deal is removed from Traveler browsing and no new cashback credits will be generated for the deal, subject to the same-day grace buffer described below. You will be notified when a deal is auto-paused, and again if it is later reactivated. You may reactivate a paused deal by increasing the budget allocation in the Platform portal, subject to Platform review.

Same-Day Grace Buffer.To avoid denying cashback to Travelers who are already transacting at your business on the day a deal’s budget is exhausted, Protellier will continue to credit qualifying transactions dated on that same calendar day, even if doing so results in total credited cashback modestly exceeding your configured budget for that period. You will be billed normally for these transactions. Transactions dated on any later calendar day will not qualify until you increase the budget and the deal is reactivated.

Protellier is not liable for any business impact resulting from auto-pause, including any loss of Traveler goodwill or marketing opportunity. You are responsible for monitoring your deal budgets and maintaining sufficient budget allocation to run deals as intended.

4.6 Deal Deactivation

You may deactivate a deal at any time through the Platform portal. Deactivation takes effect prospectively; Reward credits already earned by Travelers at the time of deactivation will be honored. We are not responsible for any Traveler expectations created by a deal before its deactivation.

5. Platform Fees and Billing

5.1 Fee Structure

In exchange for access to the Platform and participation in the cashback program, you agree to pay platform fees as follows. For each qualifying transaction attributable to one of your active deals, you will be charged a fixed platform fee (the “Platform Fee”), a flat dollar amount applied uniformly across the Platform regardless of transaction value. The Platform Fee in effect is disclosed in your Business portal and in the onboarding materials provided to you, and may be updated from time to time in accordance with Section 5.5.

5.2 Invoice Generation

You are invoiced on a monthly basis for each qualifying transaction attributable to one of your deals. For each such transaction you are charged (a) the Platform Fee and (b) the cashback amount your deal offers on that transaction. A transaction is attributable to your deal when a Traveler who is signed in to the Platform either enrolls in the deal or views it within the applicable attribution window and then makes a qualifying purchase at your business. The amount you are charged is the same whether or not the Traveler later enrolls to claim the cashback; enrollment is what entitles the Traveler to receive the Reward, but it does not change what you are billed. Each invoice itemizes these amounts by transaction and shows the total amount due. Invoices are delivered electronically to the email address associated with your Business account and are also accessible through the Platform portal.

Reservation-Pending Transactions.Protellier only bills you for a qualifying transaction if the Traveler has an active, verified hotel reservation matched to your business, confirming that a Protellier Hotel’s guest, not some other customer of your business, is the source of the visit. If a qualifying transaction occurs before the Traveler has verified such a reservation, Protellier holds it in a pending status for up to thirty (30) days from the date of the transaction rather than billing it immediately. If the Traveler verifies a matching reservation within that window, the transaction is billed normally on your next invoice. If no matching reservation is verified within thirty (30) days of the transaction, it is voided in full: you will not be billed the Platform Fee or the cashback amount for it, and no Revenue Share is paid to any Hotel in connection with it.

5.3 Payment Terms

Invoices are due and payable within thirty (30) days of the invoice date (net 30). Invoices are issued as Stripe-hosted invoices payable by ACH bank transfer; Protellier does not automatically charge a stored payment method. You are responsible for paying each invoice by its due date.

You are responsible for ensuring that your payment method remains valid and has sufficient funds to cover invoices as they come due. You must update your payment information promptly if your payment method changes or expires.

5.4 Late Payments

Because Platform Fees are billed after the qualifying activity has already occurred, an unpaid invoice means you would otherwise continue to receive Platform access and Traveler-driven visits without paying for them. Accordingly, if an invoice is not paid by its due date and becomes overdue, Protellier may immediately:

• Suspend your ability to create new deals or reactivate paused deals until the overdue balance is paid in full;
• Deactivate all of your active deals until the overdue balance is paid in full; and
• Terminate your Business account for cause if the invoice remains unpaid for thirty (30) days after its due date.

You are responsible for all reasonable costs of collection incurred by Protellier in connection with overdue invoices, including reasonable attorneys’ fees, to the extent permitted by applicable law.

5.5 Fee Changes

Protellier reserves the right to modify the Platform Fee or billing cycle at any time, provided that we give you at least thirty (30) days advance written notice before any increase takes effect. Notice will be provided by email and through a prominent notice in your Business portal. Your continued use of the Platform after the effective date of a fee change constitutes your acceptance of the new fee structure. If you do not agree to a fee increase, your sole remedy is to deactivate your deals and close your Business account prior to the effective date.

5.6 Disputed Invoices

If you believe an invoice contains an error, you must notify Protellier in writing at support@protellier.com within fifteen (15) days of the invoice date, specifying the transactions in dispute and the basis for the dispute. Undisputed portions of an invoice remain due and payable by the original due date. Protellier will investigate disputed items and respond within ten (10) business days. If we determine that an error occurred, we will issue a credit on your next invoice.

6. Stripe and Payment Processing

Protellier uses Stripe, Inc. (“Stripe”) to issue invoices and process invoice payments; unlike Hotels and Travelers, Businesses are not onboarded onto Stripe Connect and do not receive payouts through the Platform. By registering a Business account, you acknowledge and agree that:

• Your use of billing features on the Platform is subject to Stripe’s Services Agreement, which is incorporated herein by reference. You agree to be bound by Stripe’s terms as a condition of using the Platform’s billing features;
• Protellier is not a bank or payment processor and does not independently process payment transactions;
• Stripe may perform its own verification on your account as a condition of processing payments; and
• Stripe may suspend or terminate payment processing for your account independently of Protellier’s decisions, and Protellier is not responsible for payment processing interruptions caused by Stripe.

7. Ongoing Merchant Matching Obligations

You agree to maintain the accuracy of your Merchant Matching Profile throughout the term of your Business account. Specifically, you must notify Protellier at support@protellier.com within five (5) business days if any of the following change:

• Your billing descriptor or the name appearing on customer payment statements;
• Your point-of-sale system, payment processor, or merchant account IDs;
• Your MCC codes or primary business category;
• Your business address or physical operating locations; or
• Any other information that materially affects the Platform’s ability to match Traveler transactions to your business.

Failure to maintain an accurate Merchant Matching Profile may result in: (a) qualifying Traveler transactions not being detected and credited; (b) non-qualifying transactions being incorrectly matched and credited; or (c) suspension of your deals pending a profile update and re-verification.

Protellier is not liable for cashback credits that were incorrectly generated or missed due to an inaccurate Merchant Matching Profile you failed to update.

8. Traveler Data and Privacy

8.1 No Access to Individual Traveler Data

As a Business user, you will not receive access to individual Traveler identity information, transaction history, or financial data. The Platform does not share personally identifiable Traveler data with participating businesses.

8.2 Aggregate Analytics

You will have access to aggregated and anonymized analytics about deal performance through your Business portal. Analytics data may include: total number of qualifying transactions, total cashback credited, average transaction value, and redemption frequency. This data is provided solely for your use in evaluating deal performance and may not be shared with or sold to third parties.

8.3 No Independent Data Collection

You agree not to attempt to identify, track, or collect personal information about individual Travelers based on their participation in your deal or any data derived from the Platform. If you independently collect customer data through your own systems (e.g., POS systems, loyalty programs), that data collection is governed solely by your own privacy policies and applicable law, and Protellier bears no responsibility for it.

9. Business Representations and Warranties

By registering for and maintaining a Business account, you represent and warrant, on a continuing basis, that:

• You are duly organized, validly existing, and in good standing under the laws of the state in which you are formed or registered;
• You have all necessary licenses, permits, and authorizations to operate your business in your jurisdiction(s) of operation;
• You have the authority to enter into this Business Agreement and to bind the business entity you represent;
• All information you provide to Protellier, including onboarding information and Merchant Matching Profile data, is and will remain accurate, complete, and current;
• Your participation in the Platform does not violate any agreement to which you are a party or by which you are bound;
• You will honor all cashback deals you create and will not take any action to prevent, reverse, or discourage Travelers from earning or redeeming Rewards under your deals; and
• You will comply with all applicable federal, state, and local laws in connection with your participation in the Platform, including laws governing consumer promotions, advertising, data privacy, and payment processing.

10. Prohibited Deal Types and Prohibited Conduct

10.1 Prohibited Deal Types

The following types of deals are prohibited on the Platform:

• Deals that offer cashback for the purchase of firearms, ammunition, or weapons;
• Deals that offer cashback for the purchase of tobacco, cannabis, or controlled substances, unless specifically approved by Protellier in writing;
• Deals that offer cashback for transactions that are illegal under applicable federal, state, or local law;
• Deals that are designed to circumvent anti-money-laundering controls or that facilitate structuring or layering of funds;
• Deals offered by businesses that are not duly licensed to provide the goods or services being sold;
• Deals that violate any applicable advertising, promotion, or consumer protection law; and
• Any other deal type that Protellier determines, in its sole discretion, to be inappropriate for the Platform.

10.2 Prohibited Business Conduct

In addition to the prohibited conduct listed in the Terms of Service, the following conduct is specifically prohibited for Business users:

• Creating fake, simulated, or fabricated transactions to generate platform credits, reduce fees, or manipulate deal analytics;
• Colluding with Travelers to create transactions that qualify for cashback without a genuine underlying purchase;
• Submitting false or misleading information in your Merchant Matching Profile to cause incorrect transaction matches;
• Attempting to identify individual Travelers based on Platform data;
• Registering multiple Business accounts for the same business entity or location;
• Interfering with or attempting to reverse cashback credits that were legitimately earned by Travelers;
• Engaging in any conduct that disparages Protellier or the Platform to Travelers or the public; or
• Using the Platform or access to Traveler participation data to compete unfairly with Protellier or to build a competing platform.

11. Account Suspension and Termination

11.1 Suspension

Protellier may suspend your Business account and pause all active deals at any time if we have reason to believe that: (a) you have violated this Business Agreement or the Terms of Service; (b) your Merchant Matching Profile contains material errors causing widespread transaction mismatches; (c) an invoice is overdue; (d) fraudulent or suspicious activity is associated with your account; or (e) we are required to do so by applicable law or a government authority.

We will provide notice of suspension where practicable, except in cases where providing notice would impede a fraud investigation or violate applicable law.

11.2 Termination for Cause

Protellier may terminate your Business account for cause, including but not limited to: violation of this Business Agreement or the Terms of Service; failure to pay invoices within the termination threshold period; submission of false verification information; fraudulent transaction activity; or repeated or material breach of your merchant matching obligations.

11.3 Effect of Termination on Fees and Cashback

Upon termination of your Business account:

• All active deals will be immediately deactivated. No new cashback credits will be generated after the termination date;
• All outstanding invoice balances become immediately due and payable;
• Cashback credits already earned by Travelers prior to termination will be honored by Protellier. Protellier may, at its discretion, seek reimbursement from you for the cost of honoring such credits if your account was terminated for cause;
• Protellier will not refund any platform fees already paid; and
• Your Merchant Matching Profile and account data will be retained in accordance with our data retention policies and applicable law.

11.4 Voluntary Account Closure

You may request closure of your Business account by contacting support@protellier.com. Prior to closure, you must: (a) deactivate all active deals; and (b) pay all outstanding invoice balances. Account closure will not be processed while any invoice balance remains outstanding. Voluntarily closed accounts are not entitled to a refund of fees paid.

12. Analytics and Reporting

Your Business portal provides access to deal performance analytics, including transaction counts, cashback credited, and average spend data. Analytics data is provided for informational purposes only and is derived from Platform transaction matching, which is subject to the matching limitations described in this Business Agreement.

Protellier does not warrant the accuracy or completeness of analytics data and is not liable for business decisions you make in reliance on Platform analytics. You should independently verify material financial data through your own POS or accounting systems.

13. Dispute Resolution

This Business Agreement is subject to the Dispute Resolution provisions of the Terms of Service, including the mandatory informal resolution period, binding individual arbitration, class action waiver, small claims court carve-out, and injunctive relief carve-out, all of which are incorporated herein by reference.

For disputes specifically related to invoice amounts or transaction matching, you must first follow the applicable dispute process described in Sections 5.6 and 4.4 respectively before initiating formal dispute proceedings.

To submit a dispute notice, contact us at support@protellier.com.

14. Modifications to This Agreement

Protellier may update this Business Agreement from time to time. We will notify you of material changes by email to the address on file and through a notice in your Business portal at least fourteen (14) days before the changes take effect. Your continued use of the Platform after the effective date constitutes acceptance of the updated agreement. If you do not agree, you must deactivate your deals and close your Business account before the effective date.

15. Contact Information

For questions about this Business Agreement, your account, invoicing, or deal management, contact us at: