The following is the Membership Agreement and Terms and Conditions of Use administered by Rewards Network Canada LP.

This membership agreement and terms and conditions of use (this "Agreement") set forth (i) the terms and conditions of the services and products offered by Rewards Network Canada LP and its affiliates' ("Rewards Network" or "we"); (ii) the terms and conditions of use upon which Rewards Network allows you (the "Member" or "you") to access and use Rewards Network Canada LP's Web site (the "Rewards Network Web site"); and (iii) the terms and conditions that apply to the Rewards Network Canada LP program (the "Program") including how you earn additional RBC Rewards^® Points ("Points") on your eligible RBC^® Royal Bank ("RBC") credit card.

By accessing and browsing the Rewards Network Web site and/or registering for membership in the Program, whether online, by phone or otherwise, you accept, without limitation or qualification, this Agreement and agree to the collection, use and disclosure of your personal information in accordance with Rewards Network's Privacy Policy, which is hereby incorporated by reference.

Rewards Network's services consist of rewards programs such as the Program whereby members or other third parties associated with us (through automatic enrolment) register certain credit cards with Rewards Network and in return receive rewards, including Points, (the "Rewards") in the form of loyalty program points credited to their loyalty program accounts or cashback on their credit card accounts registered with Rewards Network when Members use their registered credit cards at participating restaurants (collectively, the "Services"). In order to take advantage of the Services and earn Rewards, Members shall refer to the information and guidelines in this Agreement relating to dining at participating restaurants (the "Restaurant Program").

To earn Points, you must pay your bill at a participating restaurant (a "Participating Merchant") using your eligible RBC Royal Bank credit card.

A current list of Participating Merchants is always available on the Rewards Network Web site. Participating Merchants are added to or deleted from our Programs from time to time. If a Participating Merchant does not appear in the search results of the Rewards Network Web site on the date you intend to dine, such Participating Merchant is no longer in the Program. Rewards will not be given on transactions with merchants who have withdrawn from the Program after the date of your dining but prior to the date of your transaction or for any Participating Merchants that were not offering Rewards on the date of your transaction. Immediately prior to dining at a Participating Merchant, you should check the Rewards Network Web site to determine whether your transaction will be eligible for a Reward.

You may register more than one eligible RBC Royal Bank credit card issued to you in the Program. All eligible RBC Royal Bank credit cards registered in the Program must be valid.

If you choose to open a new account in a different program other than the Program operated by Rewards Network with a credit card already registered in another program (the "first Program"), we will close your existing account in the first Program in respect of that card only and open a new account with the program you have selected.

You are responsible for any applicable tax consequences resulting from receipt of Points under the Program. Rewards Network may report Points provided to you to the relevant tax authorities.

You can find information about the Program or Points at any participating restaurant by clicking that restaurant's "Details" button on our online "Search Results" page accessible through the Rewards Network Web site.

Many restaurants participating in the Program offer Points all day, every day. Members can qualify for Points at some of our participating restaurants on every visit and as often as they wish (up to any maximum spending limits per calendar month as indicated on the restaurant's "Details" page on the Rewards Network Web site). At other restaurants, however, Members earn Points only on their first visit at these select restaurants each calendar month (up to any maximum spending limits per calendar month as indicated on the restaurant's "Details" page on the Rewards Network Web site).

Another category of restaurants offers Points only on certain days of the week. These offers are specified on the restaurant's "Details" page on the Rewards Network Web site. At some of these restaurants, you may visit as frequently as you like on the dates specified. Other restaurants offer Points only on your first visit for each calendar month. You must check these Points on the restaurant's "Details" page of the Rewards Network Web site since the Points vary by date. The specific spending limit at these restaurants is listed on each restaurant's "Details" page on the Rewards Network Web site.

A third category of restaurants offer Points exclusively to Members who click a restaurant's "Details" button on the "Search Results" page and select and book a specific date and time to dine at the restaurant. Points will only be awarded if you have booked a specific date and time on the Rewards Network Web site prior to your dine (you must follow the instructions provided to select a variable offer) and paid for with your eligible RBC Royal Bank card registered with the Program. Any spending limit described above may apply to some of these restaurants.

All Points are contingent upon meeting the conditions listed on the "Search Results" page and the restaurant's "Details" page.

The maximum spending allowed at any given restaurant is listed in the "Rewards Network Guidelines for this Restaurant" located on the restaurant's "Details" page.

Restaurants are added to the list frequently, and occasionally restaurants withdraw from the Program. Points will not be given for restaurants that have withdrawn from the Program, or for dining on dates that Points are not offered.

EXCLUSIONS: Points are not available when used with other dining programs or offers such as coupons, discount cards, restaurant promotions or planned events such as large business functions, parties and/or any situation where a special pricing arrangement has been negotiated directly with the restaurant. Your Points may be reversed if you do not have prior consent from the restaurant to receive your Points in addition to your negotiated deal. You may contact Rewards Network Member Services at (866) 901-3463 for assistance with future plans for large functions. Members can track all Points earned under the Program for dining at participating restaurants via the "My Points" link on the "My Account" page on rbcrewards.rewardsnetwork.com. In most instances, the Points for dining will be credited to your account history within 10 days of the transaction.

Membership in the Program and the opportunity to earn Points are only available to persons with a valid, eligible RBC Royal Bank credit card and those who have reached the age of majority under applicable law in their province/territory of residency. In addition, persons under 18 years of age are not eligible to use or purchase any Services from Rewards Network or Participating Merchant whether on or through the Rewards Network Web site or otherwise. In order to use the Services, you must complete the registration process and agree to the terms of this Agreement

The Rewards Network Web site is made available for your personal, non-commercial use only. You may not use the Rewards Network Web site to sell a product or service, or to increase traffic to your Web site for commercial reasons. You may not "meta-search" the Rewards Network Web site.

Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, software, video clips, and written and other materials that are used in connection with the Program or are part of the Rewards Network Web site (collectively, the "Contents"), along with the Rewards Network Web site as a whole, are protected by copyright, trademarks, trade dress, and/or other intellectual properties owned by or licensed to Rewards Network. The Rewards Network Web site contains Rewards Network's service marks, including, but not limited to Rewards Network^SM; Live Better^SM; Redefining Dining^SM; Cashback Rewards^SM; Earn Miles for Your Meals^®; Everyday Miles^SM; Everyday Points^SM; Maximum Miles^SM; Registered Card^SM; Stay Here and We'll Pay You^SM; A Room, A Meal and A Deal^SM; and Turn Meals into Miles^®.

All rights in the intellectual property that is part of or contained in the Program and the Rewards Network Web site including copyright, trademarks, trade secret and patent rights are reserved for their respective owners. You covenant that you will take no action to register or otherwise interfere with or challenge such intellectual property rights.

Rewards Network hereby authorizes you to make a single printed copy of the Contents of the Rewards Network Web site for your use in learning about, evaluating, or participating in the Program and earning Points. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such copying. You agree that you will not alter or remove any copyright notice or proprietary legend contained in the Contents and you agree that any copy made shall include Rewards Network's or any third party's copyright notice or any other notice included therein. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify, create derivative works from, compile facts or information from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Contents, the Rewards Network Web site, or any related software. You agree not to derive or attempt to derive the source code, source files or structure of all or any portion of the Contents by reverse engineering, disassembly, decompiling or otherwise.

You may not use any robot, spider or other automatic device, nor may you use any manual process, to monitor materials available through the Rewards Network Web site without our express authorization.

Your membership in the Program, and use of any Services thereunder, and use by you of the Rewards Network Web site shall be for lawful purposes only. You shall not post or transmit through the Rewards Network Web site any material that violates or infringes in any way upon the rights of others, that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, that constitutes hate speech intended to insult any race, skin colour, religion, sexual orientation, or national origin, or otherwise objectionable, or that encourages conduct that would constitute a criminal offence, gives rise to liability or otherwise violates any law, or that contains any computer viruses or computer programs that are intended to damage, detrimentally interfere with, or surreptitiously intercept or expropriate any system data or information.

Any conduct by you that, at Reward Network's discretion restricts or inhibits any other Member from enjoying the Program or the Rewards Network Web site, will not be permitted. You shall not use the Rewards Network Web site to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of Members to become users, members or customers of other Services.

For Members, access to your account through the Rewards Network Web site is protected by the use of a Username/Password pair. It is the responsibility of all Members to guard this information and keep it confidential and not share it with others unless authorized by us to do so. Companies may share their Username/Password pair with authorized individual Members of those Companies for the purpose of using the Rewards Network Web site. Companies shall remain responsible for ensuring that individual Members (with whom Username/Password pairs has been shared as authorized) and corporate Members affiliated with such companies protect their Username/Password pair by guarding the information and keeping it confidential and not sharing it with others. By registering for the Program, you are authorizing Rewards Network to treat any person using your Username/Password pair as you, and any resulting transactions, obligations and/or liabilities shall be attributed to you as if you used the Rewards Network Web site and/or Services under the Program yourself. With respect to any transactions, obligations and/or liabilities attributed to a corporate Member under a valid Username/Password pair, liability for such transactions, obligations and/or liabilities shall be attributed to the authorized individual Member or the company affiliated with the corporate Member as if the company had used the Rewards Network Web site and/or Services under the Program itself.

The Rewards Network Web site may contain links to third party services and resources. Rewards Network does not control the availability and content of these third party sites. Any concerns regarding any such service or resource, or any link thereto, should be directed to the particular third party service or resource that provides the content. The existence of a link to a third party site does not constitute an endorsement or recommendation by Rewards Network of the third party or the third party's site. REWARDS NETWORK DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGES ARISING FROM THE CONTENT OR PROVISION OF SERVICES OF ANY THIRD PARTY SERVICE OR RESOURCE.

While Rewards Network is proud to provide the Rewards Network Web site for your reference, you must receive Rewards Network's permission before creating a link to the Rewards Network Web site. Upon request and under Rewards Network's terms and conditions, Rewards Network may grant permission to link to the Rewards Network Web site and also to use its logo or other trademarks. Please contact us to request to link to the Rewards Network Web site or to use Rewards Network's trademarks. Any unauthorized links or false or misleading uses of the Rewards Network Web site or Rewards Network's trademarks or service marks is prohibited.

All comments, feedback, postcards, suggestions, ideas, and other information disclosed, submitted, conveyed or offered to Rewards Network on or by the Rewards Network Web site or otherwise disclosed, submitted or offered in connection with your use of the Rewards Network Web site or use of Services under or membership in the Program (collectively, the "Comments") shall be and remain Rewards Network's property. Such disclosure, submission or offer of any Comments shall constitute an assignment to Rewards Network of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Comments. Thus, Rewards Network will own exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Comments. Rewards Network is and shall be under no obligation: (1) to maintain any Comments in confidence; (2) to pay you any compensation for any Comments; or (3) to respond to any of your Comments.

You agree that no Comments or any other submission submitted to the Rewards Network Web site will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s). You further agree that no Comments or other submission submitted by you to the Rewards Network Web site will be or will contain libelous or otherwise unlawful, abusive or obscene material. You are and shall remain solely responsible for the content of any Comments you make.

Rewards Network requires that the information you provide be true, accurate and up-to-date at all times. This includes, but is not limited to, any representations made regarding qualifications for registration, information concerning intellectual property ownership and rights thereto and credit card information. We reserve the right to terminate your membership and your access to your Points account through the Rewards Network Web site if any information provided does not meet these requirements at any time.

Rewards Network may from time to time change the rules that govern your use of the Program and the Rewards Network Web site. Rewards Network shall have the right at any time, without providing individual notice, to change, modify, add or delete any aspects of its business and operations, including the Program, fee structure, terms and conditions, graphics, look and feel, and others, applicable to your use of the Rewards Network Web site, or any part thereof (the "Changed Terms"). The Changed Terms shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to, posting the Changed Terms on the Rewards Network Web site, or by electronic or conventional mail, or by any other means by which you obtain notice thereof. Any use of the Rewards Network Web site by you after such notices shall be deemed to constitute acceptance by you of the Changed Terms. In addition, any Changed Terms in respect of the Program may be applied to any transaction for which you have not already received your Points to be provided under the Program.

All information provided on the Rewards Network Web site (the "Information") is subject to change without notice. While efforts have been made to make the Rewards Network Web site helpful and accurate, due to the open nature of the Rewards Network Web site, and the potential for errors in the storage and transmission of digital information, Rewards Network does not warrant the accuracy of the Information.

Rewards Network does not provide a warranty regarding virus-free use of the Rewards Network Web site or use of any third party software, files, data or images downloaded from the Rewards Network Web site. Due to the frequent emergence of new viruses, procedures and precautions taken by Rewards Network still cannot ensure safety at all times. Therefore, you should follow standard practices for ensuring safety of your computer(s) and data, including but not limited to, installing the latest virus detection software on your computer(s) and configuring it to trap viruses at download time.

THE PROGRAM, THE REWARDS NETWORK WEB SITE AND ALL CONTENTS POSTED ON THE REWARDS NETWORK WEB SITE ARE PROVIDED "AS IS" AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, REWARDS NETWORK DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY THAT THE SERVICES SUPPLIED UNDER THIS AGREEMENT ARE OF A REASONABLY ACCEPTABLE QUALITY. REWARDS NETWORK DOES NOT WARRANT THAT FUNCTIONS CONTAINED ON THE REWARDS NETWORK WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE REWARDS NETWORK WEB SITE OR THE REWARDS NETWORK WEB SITE S SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. REWARDS NETWORK DOES NOT WARRANT OR REPRESENT THE USE OF THE CONTENTS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.