KROGER POINTS REWARDS PLUS PROGRAM

TERMS AND CONDITIONS

EFFECTIVE DATE: MARCH 6, 2024

NOTE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION THAT AFFECTS YOUR RIGHTS. THE ARBITRATION PROVISION REQUIRES THAT ALL DISPUTES BE RESOLVED IN INDIVIDUAL ARBITRATIONS OR SMALL CLAIMS COURT PROCEEDINGS RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS OR CLASS ACTIONS OF ANY KIND. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

VOID WHERE TAXED OR PROHIBITED BY LAW.

By enrolling and/or participating in the Kroger POINTS REWARDS PLUS Program (“PRPP”), you are signifying that you have read and agree to be legally bound by these PRPP Terms and Conditions (“Terms and Conditions”) and any amendments or modifications thereto, and you agree to all of The Kroger Co. Terms and Conditions, which are incorporated herein, and available at: https://www.kroger.com/termsandconditions. For purposes of these Terms and Conditions, The Kroger Co. is referred to as “Kroger” herein and any of its predecessors, successors, assigns, parents, subsidiaries, affiliates, and each their respective officers, directors, shareholders, employees, and agents. These Terms and Conditions do not alter the terms or conditions of any other agreement you may have with Kroger for any other services or products offered by Kroger. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS OR PARTICIPATE IN PRPP.

Kroger and Administrator (defined below) (collectively, “we”, “us,” and “our”) reserve the right to change the Terms and Conditions at any time with or without notice, including the right to discontinue or change the benefits of PRPP. If any changes are made to these Terms and Conditions or the PRPP is terminated, new terms will be posted and/or notification will be posted at pointsrewardsplus.com/Terms.

All Points (defined below) and subsequent Rewards must be earned and used according to the Terms and Conditions of the PRPP posted on pointsrewardsplus.com/Terms as of the date the Points are earned.

Privacy

Information collected in connection with the PRPP is subject to Kroger’s Privacy Policy (“Privacy Policy”), which is available at: https://www.kroger.com/privacypolicy. By participating in the PRPP, you agree to the data practices described in the Privacy Policy with respect to personal information that may be collected, used and disclosed in connection with the PRPP. This section does not limit any other consent(s) that an individual may provide to Kroger or others in relation to the collection, use and/or disclosure of their personal information.

Eligibility

PRPP is open only to individuals who are legal residents and physically located in one (1) of the fifty (50) United States or the District Columbia and who are eighteen (18) years of age or older at the time of participation in the PRPP.

Member Account Set Up and Earning Points

To participate and to fully set up your PRPP account and become a PRPP member (“Member”), customer must first have a valid Kroger Plus Card account and must fully complete required account information requested at pointsrewardsplus.com. If a customer does not have a Plus Card account, visit the URL here to create one: https://www.kroger.com/account/create/.

PRPP is a customer loyalty program that offers participants the ability to earn one thousand (1,000) points (“Points”) for every $30 spent on purchases of qualifying products (full list of qualifying products available at pointsrewardsplus.com/products) (“Qualifying Products”) (while supplies last) during each Qualifying Period (defined below) at participating Kroger stores, thru in-store and/or ecommerce transactions and by using their individual Plus Card account. Each time, during each Qualifying Period, a customer can earn one thousand (1,000) Points based on purchases of Qualifying Products when using their individual Plus Card account, and every time they spend $30 in purchases of Qualifying Products, the customer will subsequently receive one thousand (1,000) Points in their PRPP online account. Customer must spend a full $30 on Qualifying Products prior to the conclusion of a Qualifying Period to earn one thousand (1,000) Points. Amounts spent less than $30 prior to the conclusion of any Qualifying Period will not carry over to subsequent Qualifying Periods. Customer will receive a notification message either in-store (on a receipt immediately upon purchase) or via email within twenty-four (24) hours of a qualifying transaction made online. Individuals may earn unlimited Points in any one (1) transaction or over the course of any Qualifying Period but are limited to redeeming your earned Points for two (2) Rewards per week in connection with the PRPP.

Members have the opportunity to earn Points through other promotions throughout the program. One promotion that will last the duration of the program is Refer a Friend. Members will earn 1,000 Points when their friend creates a PRPP account through their own unique link. Their Friend will earn 2,000 Points when creating a new account via this unique link. Additionally, if the Friend spends $30 or more on participating products within the first 30 days of creating their PRPP account, both the Member and Friend will receive an additional 500 Points. Members are restricted to one (1) Friend referral per 30 days from the previous Friend referral, if existing. Member and Friend are restricted to one (1) additional 500 Points when Friend spends $30 or more on participating products. Member and Friend will still receive additional 500 Points when Friend spends $30 or more on participating products even if the purchase was made before account was created via unique link. Members who sign up via unique link may need to wait up to 60 minutes before referring a friend.

The specific Qualifying Products participating in the PRPP may change frequently during the PRPP. For the current list of Qualifying Products participating in the PRPP visit pointsrewardsplus.com/products.

There are two (2) Qualifying Periods (“Qualifying Periods” or “QP”) to purchase Qualifying Products and earn Points as follows:

- QP #1: Beginning at 12:00:00 AM ET on March 6, 2024 and ending at 11:59:59 PM ET on July 9, 2024.

- QP #2: Beginning at 12:00:00 AM ET on August 21, 2024 and ending at 11:59:59 PM ET on January 7, 2025.

Members can redeem Points from their individual PRPP account anytime from beginning at/about 12:00:00 AM ET on March 6, 2024 to 11:59:59 PM ET on February 6, 2025 (“Redemption Period”). The maximum number of Rewards a Member can redeem per week within the Redemption Period is two (2) Rewards per week.

Kroger has the sole right and discretion to make the final decision on whether a purchase qualifies for earning Points under the PRPP.

Processing of posting Points to Members’ account is immediate but may take up to twenty-four (24) hours from the time the $30 purchase was made and received by Kroger. Members are responsible for ensuring that their Points are properly credited. If proper credit does not appear on the Member's activity statement, the Member should contact PRPP Customer Service within fourteen (14) days of the purchase (Customerservice@pointsrewardsplus.com; 833-638-3490). No adjustments to a Member's account will be made after thirty (30) days from the actual purchase date, except at Kroger’s sole and absolute discretion. Points subsequently determined, in the sole discretion of Kroger, to be invalid, will be removed from a Member’s Point accumulation total.

Points can be redeemed for eligible and available Rewards (up to the maximum of two (2) Rewards per week), until 11:59:59 PM ET on February 6, 2025 at, or as long as Rewards supply last or termination of the PRPP. As of 12:00:00 AM ET on February 7, 2025 the Points balance in all Members’ accounts becomes zero (0) and all Points are VOIDED and have NO VALUE.

Purchases of Qualified Products must be made at one (1) the following participating Kroger Family of Companies stores, or online to be eligible to earn Points: Kroger, Baker’s, City Market, Copps, Dillons, Foods Co., Fred Meyer, Fry’s Food and Drug, Gerbes, JayC, King Soopers, Mariano’s, Metro Market, Owen’s, Pay-Less Supermarkets, Pick ‘n Save, QFC, Ralphs, Ruler Foods and Smith’s Food and Drug.

Point calculations are based upon the net purchase amount paid for the Qualifying Products spent at checkout which does not include coupon savings, store discounts, other promotional offers or discounts, rebates applied at time of purchase, dollars spent on federal/state and/or local sales tax, shipping charges, delivery charges and any other savings or reductions from stated price or other add on costs. The net purchase amount of total Qualifying Product(s) purchased will be rounded up to the nearest whole dollar before Points are calculated.

Kroger reserves the right, in its sole discretion, at any time during the duration of the PRPP, to: (i) change the number of Points awarded, or to award no Points, for any particular qualifying activity, (ii) offer additional or new qualifying activities for a limited time or permanently, (iii) delete any or all means to earn Points, (iv) limit the number of times or frequency a Member may earn Points for engaging in a qualifying activity or engaging in the activity during a specific time period, and (v) offer Points earning opportunities to select groups of Members. Also, Kroger may offer Points for engaging in a qualifying activity under one set of rules for one promotion and may opt not to offer Points for engaging in that same activity under a subsequent promotion. Once a qualifying activity has been successfully completed and verified, the corresponding number of Points will appear in your Member account.

Members do not earn Points for the amount of any Reward redeemed or discounts applied to a purchase of Qualifying Products. When Members return products to the store or by mail, Points previously posted to Member’s account for that purchase may be deducted from Member’s account. Other exclusions may apply.

Kroger nor any of the Released Parties (defined below) are responsible for Rewards and/or Points lost due to communication issues including change of address, incorrect personal information, incorrect email addresses or other contact information or technical issues or malfunctions. Points that remain on Member’s account on at 12:00:00 AM ET on February 6, 2025 will be forfeited. If the PRPP is terminated or the Member’s account is closed, any remaining earned Points will be forfeited. Points are for one-time use only. In the event that a Member returns merchandise that was partially or wholly paid for or received with a Reward(s), the Reward(s) used in connection with such a purchase shall not be reissued and no Points representing such Reward(s) shall be reissued to such Member’s account. In these cases, the Member forfeits the Reward(s). The Points have no cash value and are only redeemable for items offered via the PRPP website.

Any Points you earn by completing a purchase of Qualifying Products are considered a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable right solely for use towards the earning of Rewards. Accordingly, you have no property, proprietary, intellectual property, ownership, or monetary interest in your Points, which remain Kroger property at all times. Points have no “real world” or cash value and are not redeemable for cash, transferable or assignable for any reason or otherwise by operation of law. Points have no purpose or use except in exchange for Rewards offered. Accordingly, you may not purchase, sell, barter, or trade any Points, or offer to purchase, sell, or trade any Points or other virtual items. Points will not be valid unless earned in strict compliance with the requirements as established and intended by us, and Member shall not attempt to earn Points by any means (including, without limitation, by using any script, bot or other automated means) that only simulates compliance with the applicable requirements. Kroger reserves the right to take any other or additional action it deems appropriate, in its sole discretion, in the event that Kroger believes, in its sole discretion, that a Member (or Members) have violated these Terms and Conditions. You agree to abide by Kroger’s final and binding decisions regarding the Program and your participation in it.

Redeeming Points and Rewards

Once earned, Points will be deposited into your PRPP Member account profile and can be used to acquire rewards from the “Rewards Section” of the PRPP website, while supplies last (“Rewards”). The Rewards section of the PRPP website will list the corresponding Point value required to redeem and/or enter for each item. Rewards, and the redemption thereof, and any other related information are subject to prior confirmation of eligibility, compliance with these Terms. Rewards will not be awarded until a Member is confirmed and the verification process is complete, in Kroger’s absolute discretion. The items listed as Rewards on the PRPP website will fluctuate as available items are redeemed and additional items are added by Kroger. Kroger makes no representations, warranties, or guarantees that any particular Reward will be (or will continue to be) available or offered in PRPP. Reward availability is limited and is on a first-come, first-served basis. Kroger reserves the absolute right to modify, change, delete or add Rewards, or any element thereof at any time. Kroger reserves the right to modify the Point value(s) for any Reward, at any time and for any reason. All redemptions are subject to these Terms and Conditions and all limitations or requirements on the PRPP website.

To spend/redeem your Points, navigate through the items or offers listed on the Rewards section of the PRPP website. You can choose any item or offer still available for which you have accumulated sufficient Points for redemption. Click the image corresponding to the item you wish to redeem and follow the links and instructions to complete the redemption process. As part of the redemption process, you may receive a confirmation email, and when applicable, an email confirming the Reward. Emails will be sent to the email address associated with the Member’s account. The total number of Points a Member can use to redeem an item at any given time is the total number of Points available in their Member account at the time of redemption. Once a Member has redeemed their Points for a Reward, the appropriate number of Points will be deducted from their Member account. 4

Each Member is responsible for ensuring the contact information associated with his/her Member account is accurate and up to date. We are not responsible for non-receipt of an item for failure to have up to date contact information. Changes to Member accounts or the information in them should only be made by the Member to whom such accounts belong.

All Points redemptions for items are final. Points will not be refunded or placed back in a Member’s quantity of redeemable Points for any reason after redemption of Points using the PRPP website. Some items available in the Rewards section of the PRPP website may be available in limited quantities, or for a limited time. Once the total available number of any such Reward has been claimed, or once the limited time to redeem such a Reward has expired, we will make commercially reasonable efforts to remove that Reward from the Rewards section of the PRPP website. If there is a particular Reward offered that you would like to receive, you should redeem your Points for that Reward as soon as possible (once you have enough Points) because supplies or redemption time may be limited and PRPP may be discontinued at any time in our sole discretion. Many Rewards are awarded on a first-come, first-served and while-supplies-last basis. If you redeem your Points for a Reward and we determine that the Reward was unavailable or for whatever reason cannot be provided to you, your sole remedy will be a “refund” of the Points that you exchanged for the Reward.

We may make items available in the Rewards section of the PRPP website that will allow you to convert your accrued Points into Rewards such as gift cards or similar items based on a pre-determined conversion ratio set by us. You understand and agree that we may set the Points conversion ratio for any such Rewards in our sole and absolute discretion and we may change such conversion ratio at any time throughout the program. All details regarding the specific conversion ratio applicable to a Reward will be provided in the Rewards section of the PRPP website. We also reserve the right now or in the future to charge you an administrative fee such as a processing or handling fee when converting your Points to a form of gift card (or similar Reward item) and you agree to pay any such amounts if requested by us at the time of Points redemption.

From time to time, as part of the PRPP activities, Kroger may elect to conduct sweepstakes, some of which may be open for entry only to Members and other which may be open to the general public (each, a “Sweepstakes”). Points may also be redeemable for entries in each Sweepstakes that may be offered from time to time as part of the PRPP activities. All Sweepstakes are subject to all rules, terms and conditions of the Sweepstakes, and described in the Official Rules that accompanies the Sweepstakes. Methods of entry into the various Sweepstakes will be detailed in the Official Rules. Members may enter the Sweepstakes by redeeming the specified number of Points for the specified number of entries as described in the Official Rules.

Members agree to sign an affidavit, release of liability, publicity release or similar agreement if requested by us prior to receiving your Reward. Members are responsible for all applicable taxes, including income tax liability, associated with any Reward acquired under PRPP. RSM will issue an IRS Form 1099 to Members obtaining any item(s) with a combined total value equal to $600 or more in any single calendar year. Members obtaining any item(s) with a combined total value equal to $600 or more in any single calendar year will be required to provide his/her Social Security Number within the timeframe specified for tax reporting purposes prior to the shipment of the item(s). An IRS Form 1099-MISC will be issued to him/her for the total value of all items awarded for the tax year in which the item(s) are awarded.

Rewards are provided “as is” with no warranty or guarantee, either express or implied by us. Points are not your personal property, and are not descendible, may not be inherited, bartered or sold to any third party. You cannot transfer Points nor have Rewards sent to any third party. Points may not be redeemed with us for money or exchanged with any third party for money. The only way to use Points is to redeem them for Rewards to be sent to yourself. Some Rewards may have age eligibility requirements. We reserve the right to verify your eligibility qualifications prior to fulfilling a Reward.

Rewards that are undeliverable for whatever reason (including because your account information is incorrect) will not be re-sent and are forfeited, and the Points will not be refunded.

The number of Points required for a Reward will vary by Reward. For a complete listing of available Rewards, Points required, details on the Rewards, and instructions on how to redeem go to pointsrewardsplus.com. The assortment of Rewards is subject to on-going changes. The length a Reward is valid and specific Rewards’ Terms & Conditions depends on the specific Reward. Rewards must be redeemed in accordance with these Terms and Conditions and the Reward instructions. To use the Reward, follow the Reward instructions. Rewards are subject to the terms and conditions of the issuer of the Reward. Each Reward is unique and can only be used up to the value of the Reward.

All aspects of each Reward will be determined by the Kroger, in its sole and absolute discretion, subject to availability. Each Reward must be accepted as awarded and is not transferable, assignable or convertible to cash (except as may be specifically permitted by Kroger in its sole and absolute discretion). No substitutions except at Kroger’s option. Kroger reserves the right, in its sole and absolute discretion, to substitute any Reward or a component thereof with a Reward of equal or greater retail value, including, without limitation, but at Kroger’s sole and absolute discretion, a cash award. Rewards will only be awarded to the person whose verifiable full name is associated with the authorized account user defined as the person who is assigned an e-mail address by an internet provider, online service provider or other organization (e.g., business, educational institute, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. Each participant is responsible for any damage/loss due to use of a Reward and will be responsible for any legal repercussions arising due to the Reward being prohibited by law or by any other cause whatsoever from claiming, using or owning the Reward. The Released Parties will not have any liability for any defects, mechanical or otherwise in respect of the Reward.

By participating in the PRPP, you agree to release, defend (at our option), discharge, indemnify and hold harmless the Released Parties from any damages, losses, liabilities, claims, costs, investigations, judgments, fines, penalties, settlements, interest, expenses or demands, including, but not limited to, personal injury, death, or damage to or loss of property, that directly or indirectly arise from or are related to: (i) your participation in the PRPP; (ii) the acceptance, use, misuse or possession of any Reward; (iii) your breach or anticipatory breach of these Terms and Conditions; (iv) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Program or your activities in connection with the website and the PRPP; (v) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) our use of the information that you submit to us (all of the foregoing, “Claims and Losses”).You will cooperate as fully required by us in the defense of any Claim and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. We reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Kroger. We are not responsible for technical, hardware, network connections or incomplete or delayed computer transmissions, regardless of cause.

All Members in good standing of the prior similar program will be automatically enrolled in this Program with a zero (0) Points balance as of March 5, 2025. Points earned in a prior similar program that were not redeemed by the prior deadline expired and will not roll over to this program. All Points which accumulate in Members’ account between March 6, 2024 – January 7, 2025 and are not redeemed by the Reward redemption deadline are VOID and there is NO carry-over Point balance to future programs.

Conditions of Membership

PRPP is intended for personal, non-commercial use only and is limited to one (1) account per individual. Kroger reserves the right to exclude any individual from or discontinue any individual’s participation in the PRPP. Kroger reserves the right to cancel or suspend participation in the PRPP in the event of fraud, abuse of Points or Rewards privileges, violation of these Terms and Conditions, or any applicable law, or at Kroger’s sole discretion. Any Points and Rewards in the account will become void at the time. Entities or persons using the PRPP for profit are not eligible to become Members or to accumulate Points.

A Member may cancel his or her Membership by notifying PRPP Customer Service by mail, email, or telephone: PRPP Customer Service, 10150 Mallard Creek Road, Suite 500, Charlotte, NC 28262; Customerservice@pointsrewardsplus.com; 833-638-3490. Kroger, in its sole discretion, reserves the right to cancel an individual Membership. Cancellation of Membership results in loss of all accumulated Points. Members who cancel voluntarily may not re-activate the account but are eligible to open a new account without the benefit of the previously accumulated Points.

Kroger nor any of the Released Parties assume any responsibility and are not responsible for electronic communications which are undeliverable for any reason, including, but not limited to, any form of active or passive filtering of any kind; insufficient space in participants’ computer to receive electronic messages or communication; any technical or human error; any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure; unauthorized access to, or alteration of any web site (or mobile web site); any problems or technical malfunctions of any telephone network or lines, computer on-line-systems, servers or providers, computer equipment, software, programming or failure of email on account of technical problems or traffic congestion on the Internet or at any website (or mobile website) or any combination thereof.

All Member submissions become the property of Kroger. Points or Rewards have no cash value and cannot be redeemed for cash and no change or currency will be given for Reward(s) redemption. Other restrictions may apply. Lost, stolen, or expired Points or Rewards will not be replaced. Points or Rewards are not transferable and may not be conveyed by any means to anyone. Points or Rewards are not transferable through a Member’s estate and may not pass to Members’ successors and assigns. Points or Rewards do not constitute property of the Member. Kroger may revoke some or all Points and Rewards if it is determined, in Kroger’s sole discretion, that a Member received Points and Rewards due to an error, through fraud, abuse, or deception, or in any manner not authorized or intended by Kroger.

If Member claims a Reward but is unable to attend, participate, use or accept the Reward for any reason, another Reward will not be issued nor will Member receive any type of compensation for the unused Reward.

Verification

All Members’ account Information, Points information, PRPP data and participants are subject to verification at any time and for any reason. Kroger reserves the right, in its sole and absolute discretion, to require proof of identity and/or eligibility (in a form acceptable to Kroger: (i) for the purposes of verifying an individual’s eligibility to participate in this PRPP; (ii) for the purposes of verifying the eligibility and/or other information for the purposes of this PRPP; and/or (iii) for any other reason Kroger deems necessary, in its sole and absolute discretion, for the purposes of administering this program in accordance with the Kroger’s interpretation of the letter and spirit of these Terms and Conditions. Failure to provide such proof to the complete satisfaction of Kroger within the timeline specified by Kroger may result in disqualification in the sole and absolute discretion of Kroger. The sole determinant of the time for the purposes of this PRPP will be the official time-keeping device(s) used by Kroger.

These Terms and Conditions will remain in full force and effect while you participate in PRPP and/or are a Member. We may suspend or terminate your membership for any reason, at any time, including if you fail to remain in good standing in PRPP. If we suspend or terminate you because you have breached these Terms and Conditions, you may either be terminated from PRPP or otherwise be restricted by us from redeeming Points or earning more Points until such time (if ever) when we reinstate your membership (at our discretion). In the event that you are terminated as a Member, we may elect to immediately void all of your accumulated Points and, in such instance, you shall not be entitled to redeem Points for any items. Even after your participation is terminated, these Terms and Conditions will remain in effect. We reserve the right, at our sole discretion, to pursue all of its legal remedies, including, but not limited to, deletion of your Member account from the program upon any breach by you of these Terms and Conditions.

If you wish to discontinue your participation in this program, please contact us at customerservice@pointsrewardsplus.com.

Disclaimers

YOUR ACCESS TO AND USE OF THE PROGRAM IS AT YOUR SOLE RISK. THE PROGRAM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, the Released Parties hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

  1. the PRPP and the website that makes PRPP available;
  2. the functions, features, or any other elements on, or made accessible through, PRPP and the PRPP website;
  3. any products, services, or instructions offered or referenced at or linked through PRPP and PRPP website;
  4. whether the PRPP website or the servers that make the PRPP website available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your device used to access the PRPP);
  5. whether the information (including any instructions) on the PRPP website is accurate, complete, correct, adequate, useful, timely, or reliable;
  6. whether any defects to or errors on the PRPP website will be repaired or corrected;
  7. whether your access to the PRPP website will be uninterrupted;
  8. whether the PRPP website will be available at any particular time or location; and
  9. whether your use of the PRPP is lawful in any particular jurisdiction.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A RELEASED PARTY, RELEASED PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.

Limitation on Liability

UNDER NO CIRCUMSTANCES WILL ANY RELEASED PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

  1. PRPP and the website that makes PRPP available;
  2. your activities in connection with PRPP and PRPP website;
  3. your use of or inability to use PRPP, or the performance of the website associated with PRPP;
  4. any action taken in connection with an investigation by Related Parties or law enforcement authorities regarding your access to or use of the PRPP website;
  5. any action taken in connection with copyright or other intellectual property owners or other rights owners;
  6. any errors or omissions in our offering of PRPP and PRPP website’s technical operation; or
  7. any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Released Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of God, telecommunications failure, or destruction of the program).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RELEASED PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE PROGRAM AND YOUR RIGHTS UNDER THESE TERMS AND CONDITIONS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID KROGER IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY KROGER OR A MANUFACTURER OF A PHYSICAL PRODUCT.

Our Rights

Kroger or Administrator reserves the right to modify, suspend, cancel or discontinue the program, in whole or in part, for any reason, at its sole discretion, with or without notice to Members. Kroger or Administrator may, among other things, withdraw, limit, modify, suspend or cancel any item and/or modify or regulate the Points, Rewards or benefits you may have accrued. Each Member agrees that Kroger or Administrator will not be liable to the Member or any third party for any modification or discontinuance of the program. Kroger or Administrator reserves the right to interpret and apply the policies and procedures communicated in these Terms and Conditions. All determinations by Kroger or Administrator, including determinations of eligibility, and proper authorization of Point and item redemption, shall be final and conclusive in each case. Kroger or Administrator reserves the right to terminate any Member’s participation in the program, to deny award of any item and/or terminate service if, in Kroger or Administrator’s sole judgment, such Member has in any way violated these Terms and Conditions.

Fraud

Fraud or abuse relating to the registration process, providing of personal information, or redemption of Points for Rewards is a violation of these Terms and Conditions. Users are solely responsible for any fraudulent use that may occur due to the theft of or sharing of a Member’s password. Members agree to immediately notify Kroger or Administrator of any unauthorized use of their account or any other breach of security known to them. The program is a service provided to an individual Member, not a company or other entity, and a company or other entity may not direct, encourage or allow individuals to participate for anything other than individual use. Kroger or Administrator reserves the right to terminate or suspend a Member’s participation in the program and/or void a Member’s Points if any Member engages in fraudulent activity or otherwise uses this program other than in accordance with these Terms and Conditions and applicable law.

CAUTION: ANY ATTEMPT BY A PARTICIPANT TO DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PRPP MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, KROGER RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

Binding Arbitration with Class Action Waiver

Mandatory Informal Dispute Resolution Process.

PLEASE READ THIS SECTION CAREFULLY - IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND KROGER CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND KROGER TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. THIS MEANS THAT YOU WILL NOT BE ABLE TO BRING A CLASS, COLLECTIVE, OR REPRESENTATIVE LAWSUIT IN A COURT OF LAW BEFORE A JUDGE OR JURY OR TO APPEAL DECISIONS CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY THE ARBITRATION AGREEMENT AND ARE INSTEAD AGREEING TO SUBMIT ANY SUCH DISPUTE SOLELY ON YOUR OWN BEHALF TO AN IMPARTIAL ARBITRATOR. There might be an occasion in which a Dispute (as defined below) arises between Member and Kroger. Should such a situation arise, The Kroger Co. is committed to working with you to resolve the Dispute. Therefore, for any Dispute that arises between you and Kroger, both parties agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding as set forth below.

This informal dispute resolution process is a condition precedent and prerequisite to commencing arbitration or a proceeding in small claims court.

This process requires that one party send a written description of the Dispute, including the nature of the claim and the nature and basis of the specific relief sought, to the other party. For any Dispute you initiate, you agree to send this written information about the Dispute along with your contact information sufficient details for Kroger to identify your transaction, account, or other relevant information via certified mail to POINTS REWARDS PLUS Legal, 10150 Mallard Creek Road, Suite 500, Charlotte, NC 28262. The time period referenced below begins to run upon receipt of this written description.

Member and Kroger then agree to negotiate in good faith about the Dispute, including through an informal and individualized telephonic dispute resolution conference between you, Kroger. If either party to the Dispute is represented by counsel, that party’s counsel may participate, but the party also must personally appear at and participate in the conference. This process should lead to resolution of the Dispute, but if it is not resolved within sixty (60) days after receipt of the written description detailed above, you and Kroger agree to the further dispute resolution provisions below.

The parties agree that any relevant limitations period and filing fee or other deadlines shall be tolled while the parties engage in this informal dispute resolution process.

Arbitration

Any Dispute between you and Kroger that cannot be resolved informally as detailed above shall be resolved through individual arbitration or in small claims court.

The term “Dispute” shall be interpreted as broadly as permitted under the law and shall cover any claim or controversy, related to us or our relationship including but not limited to, any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, misrepresentation, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these or any prior Terms and Conditions; (3) claims that arise after the termination of these Terms and Conditions; and (4) claims that are the subject of purported class action litigation. Notwithstanding the forgoing, either you or Kroger may elect to have a Dispute heard (1) in small claims court on an individual basis if the amount in controversy is properly within the jurisdiction of an appropriate small claims court or (2) in a court of competent jurisdiction to seek to enjoin infringement or other misuse of intellectual property rights.

The party initiating the arbitration proceeding may open a case with the American Arbitration Association (“AAA”) by visiting its website (www.adr.org) or calling its toll-free number (1-800-778-7879). You may deliver any required or desired notice by mail to POINTS REWARDS PLUS Legal, 10150 Mallard Creek Road, Suite 500, Charlotte, NC 28262.

This arbitration provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by the AAA pursuant to its Consumer Arbitration Rules (the “AAA Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify us about your Dispute. You can obtain the AAA Rules from the AAA by visiting its website (www.adr.org) or calling its toll-free number (1-800-778-7879). If there is a conflict between this arbitration provision and the AAA rules, this arbitration provision shall govern. If the AAA is unable to administer a proceeding under this arbitration provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this arbitration provision as written applying the AAA Consumer Arbitration Rules. A single arbitrator will resolve the Dispute. Unless you and Kroger agree otherwise, any arbitration hearing will take place at a location convenient to Member. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court. You agree to appear in an initial conference with the arbitrator and at any hearing, along with your counsel if you are represented.

Payment of filing and other fees shall be governed by the AAA’s Consumer Arbitration Rules. For purposes of determining whether a claim or counterclaim was filed for purposes of harassment or is patently frivolous, the arbitrator may consider, without limitation, whether a party had previously offered full relief to the other party, including, but not limited to, a full refund of the sum paid for items purchased or whether the proceeding is part of multiple case filings.

THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER KROGER CUSTOMERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THIS WAIVER OF CLASS ACTIONS AND COLLECTIVE RELIEF PARAGRAPH IS AN ESSENTIAL PART OF THIS ARBITRATION PROVISION AND CANNOT BE SEVERED FROM IT. THE REMAINING PORTIONS OF THIS ARBITRATION PROVISION ARE NOT ESSENTIAL PARTS OF THIS ARBITRATION PROVISION AND CAN BE SEVERED FROM IT BY A COURT OF COMPETENT JURISDICTION. NOTWITHSTANDING THE FOREGOING, IF A COURT DETERMINES THAT PUBLIC INJUNCTIVE RELIEF MAY NOT BE WAIVED AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED, THEN THE PARTIES AGREE THAT THIS ARBITRATION PROVISION SHALL SURVIVE AND ANY CLAIM FOR PUBLIC INJUNCTIVE RELIEF SHALL BE STAYED PENDING ARBITRATION OF THE REMAINING CLAIMS.

If for any reason a claim may proceed in court rather than in arbitration, the parties waive any right to a jury trial, unless such waiver is unenforceable. This means that any claim would be decided by a judge, not a jury.

This arbitration provision shall survive any termination of these Terms and Conditions or PRPP. Any amendments to this arbitration provision shall be prospective only and shall not affect any pending claim or arbitration proceeding.

Applicable Law

The law applicable to the interpretation and construction of these Terms and Conditions in any arbitration shall be the Federal Arbitration Act, applicable federal laws and the laws of the State of Ohio, USA, without regard to principles of conflict of laws. If any Dispute is found not to be arbitrable, then ordinary choice of law rules will apply in any court proceeding in which the matter is adjudicated. All parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) and Uniform Computer Information Transactions Act (UCITA), as adopted by any state, are specifically excluded from application to this Agreement.

General Conditions

The decisions of Kroger with respect to all aspects of this PRPP are final and binding on all entrants without right of appeal.

ANYONE DEEMED BY KROGER OR ADMINISTRATOR TO BE IN VIOLATION OF THE KROGER’S OR ADMINISTRATOR’S INTERPRETATION OF THE LETTER AND/OR SPIRIT OF THESE TERMS AND CONDITIONS FOR ANY REASON IS SUBJECT TO DISQUALIFICATION IN THE SOLE AND ABSOLUTE DISCRETION OF KROGER OR ADMINISTRATOR AT ANY TIME.

Kroger and Administrator reserve the right, in their sole and absolute discretion, to disqualify any individual that it deems to be in violation of these Terms and Conditions. Kroger and Administrator reserve the right to refuse participation to any person whose eligibility is in question or who has been disqualified (or previously disqualified in a similar program) or is otherwise ineligible to participate.

Abuse of the PRPP, including failure to follow the Terms and Conditions may result in cancellation of the Member's account and future disqualification from participation in the PRPP and forfeiture of all Points accrued. In connection with the enforcement of any of the Terms and Conditions governing the PRPP, Kroger reserves the right to take appropriate legal action, as it deems necessary, and to recover damages, attorneys' fees and costs.

The Released Parties will not be liable for: (i) any failure during the PRPP; (ii) any technical malfunction or other problems of any nature whatsoever, including, without limitation, those relating to computer on-line systems, servers, access providers, computer equipment or software; (iii) the failure of any information to be received, captured, recorded or otherwise function properly for any reason whatsoever, including, but not limited to, technical problems or traffic congestion on the internet or at any website; (iv) any injury or damage to a participant’s or any other person’s computer or other device related to or resulting from participating in the program; (v) anyone being incorrectly and/or mistakenly identified as having fulfilled the purchase requirement; and/or (vi) any combination of the above.

The Released Parties are not responsible for (as applicable) late, lost, stolen, damaged, misdirected, irregular, garbled, corrupted or undelivered Points, Rewards or transmissions (whether sent by or to the participant), regardless of cause.

The Released Parties are not responsible for: (a) any incomplete, incorrect or inaccurate information whether caused by website users, tampering, hacking or by any of the equipment or programming associated with or utilized in the PRPP or by any technical or human error; (b) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of any website, Rewards or transmissions (whether sent by or to a participant); and (c) any problems or technical malfunctions of any telephone network or lines, computer on-line-systems, servers or providers, computer equipment, software, programming or failure of email or text on account of technical problems or traffic congestion on the Internet or at any website (or mobile website) or any combination thereof. Without limiting the foregoing. Released Parties expressly disclaim any and all liability for Rewards or other transmissions which are not timely received in an uncorrupted form (or received at all) by Participant due to filtering/privacy settings for email and/or text transmissions or for any other reason.

“Authorized account holder” is defined as the person who is assigned an e-mail address by an internet provider, online service provider, or other organization (e.g., business, educational institute, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address, or a cell phone number by a participating cellular carrier. A participant may be required to provide proof, in a form acceptable to Kroger – including, without limitation, government-issued photo identification, that he/she is the authorized account holder of the email address associated with the account in question.

If any provision of these Terms and Conditions is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms and Conditions, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms and Conditions (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.

We reserve the right, without any limitation, to: (i) investigate any suspected breaches of its website’s security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and Conditions; (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and Conditions; and (vi) discontinue the program, in whole or in part, or suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to us under these Terms and Conditions. Upon suspension or termination of your access to the program, or upon notice from us, all rights granted to you under these Terms and Conditions will cease immediately, and you agree that you will immediately discontinue use of the program. The provisions of these Terms and Conditions, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Terms and Conditions, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

We may assign its rights and obligations under these Terms and Conditions, in whole or in part, to any party at any time without any notice. These Terms and Conditions may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Kroger.

Except as expressly set forth in these Terms and Conditions, (i) no failure or delay by you or us in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms and Conditions will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the program and you will be responsible for all charges related to them.

Modification and/or Termination of Program

Kroger reserves the right to modify the PRPP, including, without limitation, the Terms and Conditions governing the PRPP, at any time, with or without notice. Continued participation in the PRPP after such action by Kroger constitutes acceptance of any modification to the PRPP, including changes to the Terms and Conditions. Kroger, in its sole discretion, reserves the right to shorten, extend, suspend, modify or cancel the PRPP (including the PRPP Period and the scheduled begin date and end date) at any time, and for any reason.

Further, and without limiting the generality of the preceding paragraph, Kroger reserves the right, in its sole and absolute discretion, to withdraw, amend or suspend this PRPP (or to amend these Terms and Conditions) in any way, in the event of any cause beyond the reasonable control of Kroger that interferes with the proper conduct of this PRPP as contemplated by these Terms and Conditions, including, without limitation, any error(s), problem(s), computer virus(es), bug(s), tampering, unauthorized intervention, event of force majeure, fraud or failure(s) of any kind. Any attempt to undermine the legitimate operation of this PRPP in any way (as determined by Kroger in its sole and absolute discretion) may be a violation of criminal and civil laws and should such an attempt be made, Kroger reserves the right to seek remedies and damages to the fullest extent permitted by law. Kroger reserves the right, in its sole and absolute discretion, to cancel, amend or suspend this PRPP, or to amend these Terms and Conditions, in any way without prior notice or obligation, in the event of any accident, printing, administrative, or other error of any kind.

Released Parties

The Kroger Co., Retail Sports Marketing, Inc. (“Administrator”), Catalina, Inmar Inc., Neptune Retail Solutions, Blue Diamond Growers, Campbell Soup Company, Celsius Holdings, Inc., Chocoladefabriken Lindt & Sprüngli AG Lindt & Sprüngli (USA) Inc., Dreyer’s Grand Ice Cream, Inc., Ferrara Candy Company, Flowers Foods, Inc., Froneri International Limited, Nestlé S.A., Mars, Inc., Mattel, Inc., McCormick & Company, Mizkan America, Inc., PepsiCo, Perfetti Van Melle Group B. V., Reynolds Consumer Products, Inc., Ryse Up Sports Nutrition LLC, The J.M. Smucker Company, General Mills, Inc., Apple Inc., Google LLC, Microsoft Corporation, Nintendo Co., Ltd., Roblox Corporation, Sony Corporation, their parent companies and each of their respective subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, successors, and assigns (collectively, the “Released Parties”).

This promotion is in no way sponsored, endorsed, administered by, or associated with Microsoft, Sony Interactive Entertainment, Nintendo, Apple, Google or Roblox Corporation.

Financial Incentives and the California Consumer Privacy Act (CCPA)

As part of our PRPP, Kroger provides discounts and financial incentives to individuals who enroll and participate. When you sign up to participate in any Kroger loyalty program, you can give Kroger your Loyalty ID at the cash register or online to get discounts on products you purchase and services we think you would be interested in based on your purchase history. You can also earn fuel points that give you discounts at participating gas stations. We select and personalize coupons, promotions, and other discounts or offers, based on what you buy and the stores and e-commerce portals you may use. When you sign up to participate in any Kroger loyalty program, you consent to the collection, use, sale, sharing, and retention of your personal information in connection with the program, which we use to identify the most relevant coupons, promotions, and other discounts or offers we present to you and as further described in our Privacy Policy. The information we have collected about our loyalty program members enables us to deliver personalized offers and value to our customers, which helps us establish a relationship with our customers and is valued by Kroger as part of our focus on the customer experience. In determining the value of this data to Kroger, we consider the profit generated from the solutions or products that include personal information (as defined by CCPA), which is reasonably correlated to the value provided to the consumer through personalized coupons, promotions, and other discounts or offers. Our core data analytics solutions and models for internal and commercial applications primarily use anonymized customer data and are not included in the calculation above. These programs are valuable to us to understand what matters to you, our customer. These allow us to deliver relevant value to our customers. As part of our loyalty programs, our best customers currently save $699 per year on average. Participation in these programs is voluntary. After joining our loyalty programs, if you wish to withdraw your consent and opt out the program, you can contact Kroger’s customer contact center by telephone at 1-800-KROGERS (1-800-576-4377).

For more information about your rights and how to exercise those rights, please visit Kroger Co.’s Privacy Policy: https://www.ralphs.com/i/privacy-policy/rights-and-choices.

We will not discriminate against you for exercising your rights under CCPA.