WeSave Membership Terms

These WeSave Membership Terms (the “Agreement” or “Membership Terms”) are entered into between WeSave, Inc. (“WeSave”, “Company”, “we”, “us”, “our”) and each member (“Member”, “you”, “your”) who registers for a WeSave “Membership” under this Agreement. Each party is referred to as a “party” and collectively as the “parties”.

1. Acceptance of Terms

2. WeSave Membership

1. 2.1 WeSave offers a Basic level of Membership for FREE, which includes loyalty program benefits. With a Membership, you can shop from Vendors that provide up to 2% Cashback Rewards on all qualified purchases. See our “Cashback Rewards Rules” for details. Members may also earn residual income by referring family and friends who subscribe for a Membership and shop at a WeSave Merchant. See our “Refer-a-Friend Rules” for more information.
2. 2.2 Adult Basic Members can upgrade to a “Premier” Membership to be eligible to receive Preferred Stock ownership and a pro-rata share in WeSave’s Preferred dividend allocations by paying an annual subscription fee and agreeing to additional terms and conditions.

3. Basic Member Registration

1. 3.1 Complete the registration form with your name, email address, zip code, phone number, date of birth, create a login password, and accept these Membership Terms. Once you click “JOIN”, the system will automatically set up a new Member Account and generate a unique tracking code for you. You must verify your email address before logging into your account with your email address and password (your “Credentials”) to complete the setup of your Member Account. Your Credentials allow you secure access to your Member Account.
2. 3.2 Upon clicking “JOIN” and completing the registration process, you will be considered a “Member” authorized to access our Services. Registration by proxy is not permitted.
3. 3.3 WeSave reserves the right to accept, refuse, or revoke any Membership with or without cause at any time at its sole discretion.
4. 3.4 You must provide current, complete, and accurate information and update your Member Account information and Credentials as needed. WeSave is not responsible for any losses (such as not being credited a reward) you may incur due to false, incorrect, or missing information, or unauthorized access to your Member Account, except where there is cause attributable to WeSave.
5. 3.5 Log-in information is confidential. You are responsible for keeping it secure and accepting all risk associated with it, including any unauthorized access to your Member Account. If your Credentials become compromised, or you suspect any security breaches related to your Member Account or the Services, you agree to immediately notify WeSave using our Chat feature on the bottom right-hand corner of WeSave.com or email us at help@wesave.com.
6. 3.6 By using the Basic Member Services, you represent and warrant that you are at least 13 years old, and if you are under 18 years old, that you are using the Services with the permission and under the supervision of a parent or legal guardian who agrees to be bound by these Membership Terms.
7. 3.7 Our primary means of payment on this Site is with credit cards, which are typically not available to minor children under the age of 18 and generally may not be used by children without a parent or legal guardian’s consent. To clarify, you may register for a Basic Membership if you are 13 to 18 years old with permission from a parent or legal guardian, but you must be 18 years or older for a Premier Membership.
8. 3.8 We will not knowingly collect, maintain, or disclose any personally identifiable information from a child under 13 years old. If you are the parent or guardian of a child under 13 and believe they have disclosed personally identifiable information to us, please contact us by using our Chat feature on the bottom right-hand corner of WeSave.com or email us at help@wesave.com so we may delete the child's information. Please see our Privacy Policy for details.

4. Accessing Services and Content

1. 4.1 You are responsible for managing your login Credentials, such as changing your password regularly. Upon confirmation that login Credentials match the Credentials of a registered Member, access to that Member's account will be granted, and the Site and Services will be available for your authorized use in accordance with this Agreement and all Program Policies.
2. 4.2 The WeSave Site and Services contain content including designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, "Content"). All Content is the intellectual property of WeSave, its affiliated Vendors, or its licensors and is protected under copyright, trademark, and other intellectual property laws. Content may not be reproduced or published without written permission from the owner.

5. Member Dashboard; Refer-a-Friend; Account Transactions

1. 5.1 When you register as a Member, you will have access to your own online, password-protected Member Dashboard. The Member Dashboard is your gateway to your transaction data, information, savings, and rewards. You can track all your qualified purchases and check the balance of the Cashback and Refer-a-Friend Rewards you have earned or been awarded. See our Cashback Rewards Rules. You can also access notifications, edit your Member Profile, and refer friends and family to receive additional rewards. See our Refer-a-Friend Rules.
2. 5.2 Any purchase or application to purchase a product or service, including any other related activities (together, a “Transaction”), made using your Member Account or a Service provided by WeSave occurs directly between you and the counterparty to such a Transaction (e.g., an affiliate merchant on our Site). Unless WeSave serves as the counterparty to the Transaction, it is not involved in the Transaction and does not take responsibility for it, except where there is cause attributable to WeSave. Any dispute arising out of a Transaction must be resolved between you and the counterparty to the Transaction (e.g., return or refund on a purchase transaction from an affiliate merchant).
3. 5.3 Under our Refer-a-Friend program, referrals are credited to whoever registers the referred party first. Member registrations are automatically approved provided that a potential Member has not previously registered for a WeSave Membership using the same login Credentials. In the event of a referral dispute among one or more referrers, WeSave alone shall determine which party will be credited with the new Member referral without incurring any liability to the non-selected party.
4. 5.4 As a Member, you understand that you are a customer with the opportunity only to refer others to participate in the Services and have no authority to enter into any agreements, obligations, or commitments on WeSave’s behalf or to negotiate any agreement terms with a potential WeSave Member or Vendor. You agree to indemnify, defend, and hold WeSave harmless from any claims, actions, lawsuits, damages, awards, or judgments arising from any unauthorized agreements, obligations, or commitments undertaken by you in breach of this Agreement.
5. 5.5 You acknowledge that WeSave may enter into referral agreements or similar arrangements with other parties and that, unless otherwise specified herein, you have no rights under such agreements or any right to rewards for potential Members referred to WeSave by others or identified and enrolled by WeSave itself.

6. Change of Registered Information; Relationship to WeSave

1. 6.1 When there are changes to the information you provided during registration (hereinafter “Profile Information”), immediately update the Profile Information in your Member Dashboard. WeSave shall not be held liable for any losses or damages incurred due to your failure to update your Profile Information. Transactions completed before changes to your Profile Information are made will be processed based on the previously registered information. For Transactions with a third-party provider (e.g., an affiliate Vendor), you are responsible for contacting the counterparty directly to notify them of any changes.
2. 6.2 As a subscriber in the WeSave ecosystem, you and WeSave expressly intend that no employment, partnership, agency, or joint venture relationship is created by this Agreement. Neither you nor anyone acting for or on your behalf has any authority to enter into any agreements, obligations, or commitments on behalf of WeSave or to bind WeSave to any agreement or understanding with any other person, firm, or entity. You are not entitled to any of the benefits that WeSave provides to its employees.

7. Notices and Announcements

1. 7.1 WeSave will deliver notices and announcements, if any, to you by posting them on the Site and/or emailing you at the email address listed in your Profile Information. Please be sure your email address is current and active.

8. Handling of Personal Information

1. 8.1 WeSave will protect and use your information in accordance with the terms and conditions of this Agreement, WeSave’s Terms of Use, and our Privacy Policy. Your use of the Site and Services is subject to the Terms of Use and Privacy Policy, as amended from time to time.

9. Restricted Activities

1. 9.1 As a Member, you agree not to engage in any of the following activities:

10. Suspension and Termination

1. 10.1 WeSave reserves the right to suspend or terminate your Member Account, and your access to the Site and Services, at our sole discretion, without notice, for engaging in the aforementioned Restricted Activities or for other reasons including, but not limited to:
  1. 10.1.1 Violation of any applicable laws or these Membership Terms.
  2. 10.1.2. Use of the Site or Services in a manner that is fraudulent, improper, potentially harmful or illegal.
  3. 10.1.3. Security or technical issues, including, but not limited to, unauthorized access to your Member Account or the Services.
  4. 10.1.4. Inactivity of your Member Account for 12 months.
2. 10.2 If WeSave takes such action, it shall not be liable for any damages or loss of profits that you may incur as a result, except where there is a cause attributable to WeSave.
1. 10.3 In the event WeSave receives notice of a court order or other legal process that affects your Member Account, WeSave will give you notice of the efforts it shall take to comply with a court order or other legal process, unless the court order or other process directs that WeSave not provide you notice, in which case we will comply with such court order because it supersedes any notice obligation agreed to under the terms of this Agreement. WeSave has no duty or obligation to contest or appeal any such order or process.

11. Cancelling Membership

12. Unauthorized Activity; Suspension

1. 12.1 If you believe there has been unauthorized activity on your Member Account, you must notify WeSave immediately by using our Chat feature on the bottom right-hand corner of WeSave.com or by sending an email to help@wesave.com.
2. 12.2 WeSave will investigate any claims of unauthorized activity within 14 days and inform you of our findings.
3. 12.3 If WeSave determines there was unauthorized activity, we will take appropriate corrective action, including reversing any processing errors.
4. 12.4 Upon the occurrence of any of the following events, WeSave may temporarily suspend or terminate its Services, either in whole or in part, with or without prior notice:
  1. 12.4.1 A scheduled or emergency maintenance operation is conducted on WeSave’s systems, due to a security issue, high traffic volume or otherwise.
  1. 12.4.2 The provision of its Services becomes impossible due to a Force Majeure event.
5. 12.5 WeSave shall not be liable for damage or losses that you may incur due to an action that WeSave takes in accordance with this Section.

13. No Warranties; Disclaimer and Limitation of Liability

14. Revisions to The Membership Terms; Assignment

1. 14.1 WeSave may revise any of the Membership Terms at any time. In such cases, WeSave will provide information to Members at an appropriate time, using an appropriate method, taking into consideration the effect thereof and the operational status of the Services.
2. 14.2 You acknowledge and agree that WeSave may assign or transfer this Agreement (i) to any of its Affiliates or (ii) to a third party that succeeds to acquire all or substantially all of WeSave’s business and assets relating to the subject matter of this Agreement, whether by asset sale, merger, operation of law, or otherwise.

15. Indemnification

1. 15.1 You agree to defend, indemnify, release, and hold harmless WeSave and its parent companies, subsidiaries, and each of their respective directors, members, officers, employees, shareholders, licensees, licensors, attorneys, agents, and their respective successors and assigns, including, without limitation, any person or entity associated with the production, operation, or administration of the WeSave Services (collectively, the "Released Parties"), from and against any and all damages, judgments, settlements, awards, penalties, and costs (including reasonable attorneys’ fees) in relation to a third party claim arising from or related to (i) your participation in the WeSave Services; (ii) your negligence, fraud, willful misconduct, or acts or omissions; (iii) your violation of applicable laws, regulations, or rules; and/or (iv) your breach or other non-compliance with the terms of this Agreement, which includes associated policies such as WeSave’s Cashback Rewards Rules, the Site Terms of Use, the Refer-a-Friend Rules, and the WeSave Privacy Policy.

16. Disputes with WeSave

17. Communication and Privacy

1. 17.1. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, “Communications”) that we provide in connection with your Member Account and your use of WeSave’s Services. Communications include, but are not limited to, agreements and policies you agree to (e.g., these WeSave Membership Terms, Cashback Rewards Rules, the Site’s Terms of Use, the Refer-a-Friend Rules, Premier Equity Points Rewards Rules, Shipping & Return Policy and the WeSave Privacy Policy), including updates to these agreements or policies; information related to any Member Account, including transaction information or confirmations and history, as well as federal and state tax statements, which, when applicable, will be made available to you, such as an IRS form 1099, provided that you have provided us with a completed W-9 form and you have earned the minimum amount required by law for us to send it to you.
2. 17.2 Privacy Questions. If you have any questions, comments, or concerns regarding our Privacy Policy, please contact us by using our Chat feature on the bottom right-hand corner of WeSave.com or by emailing us at help@wesave.com

18. Term

1. 18.1. This Basic Membership Agreement is effective upon the date you agree to it (by electronically indicating acceptance during your registration) and continues so long as you use the WeSave Services or until your Member Account is terminated by you or WeSave.

19. Confidential Information

1. 19.1 Confidential Information is any information that a Member is exposed to by virtue of his/her/its relationship with WeSave under this Agreement and which is not available to the general public. Such information shall be considered “Confidential Information”. You may not disclose any Confidential WeSave Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from WeSave.

20. Force Majeure

1. 20.1. No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, equipment failures, labor strife, riots, war, terrorist attack, government mandates, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section will affect or excuse your liabilities and obligations of payment for reversals, chargebacks, claims, fines, fees, or refunds.

21. Miscellaneous

1. 21.1. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or persons or entity or entities may require.
2. 21.2. Memberships are not transferable or assignable by Member and are only valid on the WeSave shopping platform and at participating brick-and-mortar merchants.
3. 21.3. Unless otherwise set forth herein, the provisions of this Agreement and the Services may be modified from time to time by WeSave in its sole discretion upon individual notice by email to Members and/or by general notice by posting such modifications on the Site.
4. 21.4. The invalidity, illegality, or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality, or enforceability of the remainder of this Agreement in such jurisdiction. All rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
5. 21.5. This Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties with respect to the subject matter hereof.
6. 21.6. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and no provision hereof shall confer third-party beneficiary rights upon any other person.
7. 21.7. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.
8. 21.8. This Agreement may be executed by clicking on the “JOIN” button on the Site or in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
9. 21.9. No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Last Updated: July 2, 2024

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WeSave Premier Membership Addendum

This WeSave Premier Membership Addendum (the “Premier Addendum”) is entered into between WeSave, Inc. (“WeSave”, “Company”, “we”, “us”, “our”) and the applicant (“Premier Member”, “you”, “your”) when you accept these terms, each a “party” and collectively the “parties” on the date your subscription application is approved by WeSave.

1. Acceptance of Terms

2. WeSave Premier Membership

1. 2.1 Premier Member hereby purchases a WeSave Premier Membership (“Membership”) at a current purchase price of $150.00 per Membership per year (the “Per Membership Price”), upon the terms and conditions set forth herein. The WeSave annual Premier Membership Fee is subject to change at WeSave’s sole discretion with or without notice.
2. 2.2 This Premier Addendum includes specific terms and conditions for WeSave’s Premier Members only and do not apply to Basic Members. However, all Premier Members are still bound by and subject to the terms and conditions of WeSave’s Basic Membership.
3. 2.3. As a Premier Member, you may use the Services in accordance with the Agreement and this Premier Addendum and any other related benefits, policies, or rules that WeSave provides to you.
4. 2.4. Once you subscribe as a Premier Member, you will be given the opportunity (not a requirement) to participate in our Series P Preferred Stock offering to become an owner of WeSave, Inc. By agreeing and electronically accepting the terms and conditions of our Series P Preferred Stock Purchase Agreement, we can legally grant you the stock at no additional cost as a “Thank You” gift for supporting our shopping platform.
5. 2.5. Once approved, you will be entitled to receive One (1) share of Series P Preferred Stock (a “Share”). Each Share shall, in accordance with the Certificate of Designation (“Certificate”), grant the holders the right to receive (1) a preferred dividend (“Preferred Dividend”) in an amount equal to its pro-rata share of three percent (3.0%) of the gross revenues collected by the Company from merchants (“Coalition Marketing Fees” or “CMFs”) and (2) any dividends declared with respect to the common stock, on an as-converted basis.
6. 2.6. CMFs typically represent 10% of the retail price of any product sold through the WeSave Platform and do not include any other items of Company income. The Shares are convertible into a pro-rata number of shares of the Company’s common stock equal to three percent (3%) of the total issued and outstanding shares of common stock upon a change of control, which includes the sale of the Company, substantially all of its assets, a public offering, or other liquidation.
7. 2.7. Following a 48-month collection and accrual period in an interest-bearing account, a percentage of these CMF revenues may be issued as a Preferred Dividend on a pro-rata basis to shareholders. The holders of the Shares are also entitled to participate in any dividend, on an as-converted basis, as may be declared with respect to the common stock from time to time by the Board of Directors out of legally available funds as detailed in the Company’s Articles of Incorporation.
8. 2.8. When you register as a Premier Member, you will have access to your own online, password-protected back-office Member Dashboard. The Member Dashboard is your gateway to your transaction data, announcements, and other reward information. WeSave reserves the right to require Premier Members to take a photo to verify the Premier Member's identity.
9. 2.9. On top of the benefits of a Basic Membership, Premier Members are eligible to receive an additional Premier Member Bonus Referral Reward (See Refer-a-Friend Rules). Additionally, Premier Members can earn and/or be awarded Premier Equity Points they can use to exchange for additional ownership of the Company’s Series P Preferred Stock. (See Premier Equity Points Rewards Rules).

3. Term and Renewal

1. 3.1. This Addendum is effective upon the date you agree to it (by electronically indicating acceptance during your registration) and will continue for a term of twelve (12) months unless:
2. 3.2. Unless canceled or terminated, if you fail to renew your Premier Membership, you will automatically revert back to WeSave’s Basic Membership status and forfeit any further or future benefits or rewards related to your prior Premier Membership. Notwithstanding termination for fraud and subject to applicable law, cancellation or termination of your Premier Membership Account will not result in a loss or forfeiture of any Preferred Stock and its associated dividend rights which have already been issued to you during the Term.

4. Responsibilities

1. 4.1. The Premier Member is solely responsible for their Membership, including the annual Membership fee and Account maintenance. If your login Credentials become compromised, or you suspect any security breaches related to your Account or the Services, you agree to immediately notify WeSave by using our Chat feature on the bottom right-hand corner of WeSave.com or by emailing us at help@wesave.com.

5. Auto-Renewal Program

1. 5.1 Premier Members not enrolled in the Auto-Renewal Program may enroll in the Auto-Renewal Program at any time by going to their Member Dashboard under their Membership information and clicking on the Auto-Renewal link.
2. 5.2 If the Premier Member enrolls in the Auto-Renewal Program, WeSave will automatically charge the Membership fee to any card on file or any other authorized payment method available in the future (i.e., a digital wallet) on the anniversary of your Membership term.
3. 5.3 By enrolling in the Auto-Renewal Program, the Premier Member authorizes WeSave to charge the annual Renewal Fee when due to any card on file or any other authorized payment method and represents that they are the owner or authorized user of the account(s) and payment methods to be charged.
4. 5.4 WeSave will send information and notifications about your upcoming Membership renewal by email. A valid email address is required for the Auto-Renewal Program to notify you in advance. You may update your payment and other Account information online by logging into your Member Dashboard.
5. 5.5 A Premier Member's authorization under the Auto-Renewal Program allows WeSave to adjust the scheduled charge to reflect any changes to the Membership fee or taxes if applicable.
6. 5.6. WeSave will notify the Premier Member by email at least 10 days before making any Renewal charge to your account. Although payment will usually be processed on the scheduled date, you should allow several days for processing.
7. 5.7. ALL AUTHORIZATIONS UNDER THE AUTO-RENEWAL PROGRAM REMAIN IN EFFECT UNTIL THE AUTOMATIC RENEWAL OPTION IS DEACTIVATED. Premier Members may deactivate enrollment in the Auto-Renewal Program in their Member Dashboard. Cancellation of enrollment in the Auto-Renewal Program is distinct from the cancellation of your WeSave Membership.
8. 5.8. Continued participation in the Auto-Renewal Program after any changes to these Terms or changes to the Membership fee constitutes acceptance of the changes.

6. Premier Members Not Enrolled in Auto-Renewal Program

1. 6.1 Premier Members will receive a renewal notice and invoice by email unless enrolled in the Auto-Renew Program.
2. 6.2 Only the Premier Member may authorize renewal or cardholder changes.
3. 6.3. Premier Members may renew their Membership online through their Member Dashboard or by email.
4. 6.4. A renewal initiated after your expiration date will extend your Membership for twelve (12) months from the expiration date.

7. Cancellation

1. 7.1 Premier Members may cancel their Membership at any time online through their Member Dashboard or by using our Chat feature on the bottom right-hand corner of WeSave.com or by emailing us at help@wesave.com. Premier Members may cancel enrollment in the Auto-Renewal Program at any time online through their Member Dashboard.

8. Final Provisions

1. 8.1 This Premier Addendum supplements the WeSave Membership Terms. All provisions not specifically addressed in this Premier Addendum are governed by the WeSave Membership Terms. In case of any conflict between this Premier Addendum and the WeSave Membership Terms, the terms of this Premier Addendum shall prevail.

Last Updated: June 5, 2024

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