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

1. 1.1 By agreeing to these Membership Terms and creating your WeSave ID account (“Member Account”), you may access WeSave’s products, services, and benefit programs like Cashback Rewards and Refer-a-Friend (the “Services”) at www.wesave.com (the “Site”)
2. 1.2 While you can use various Services through your Member Account, you may need to upgrade to a WeSave “Premier” Membership or register separately with one of our affiliates or third-party service providers to access additional Services. Please read and agree to any additional terms and conditions that may apply.
3. 1.3 By clicking the “JOIN” button on the registration page, you agree to be legally bound by this Agreement from the date you click “JOIN”. Please read this Agreement carefully before clicking “JOIN”.
4. 1.4 This Agreement is executed under California Civil Code section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq. (the “E-Sign Act”). By clicking “JOIN”, you acknowledge that you and WeSave agree to conduct transactions electronically and can receive, save, and print these Membership Terms electronically.
5. 1.5 This Agreement, along with the Site Terms of Use and any other applicable Program Policies, governs your access to and use of the Services. Capitalized terms not defined herein are defined in the Program Policies or the Terms of Use or have the meanings given to them on the Site. WeSave reserves the right to change, modify, discontinue, or cancel any part of the WeSave membership program at any time, in its sole discretion, without notice to you.
6. 1.6 By using the Services, you agree to these Membership Terms. If you do not agree, do not use the Site or our Services.

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

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

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

1. 11.1 You may cancel your Membership at any time by following these instructions: Log in to your member account, click on the drop-down menu, and select "Membership," --> “Cancel Membership”. When you cancel your membership, a pop-up window will ask you to verify your decision with a final confirmation. You will receive an email confirmation once your cancellation is completed.
2. 11.2 Upon cancellation, your access to the Services will be deactivated. Any accrued rewards and benefits will be forfeited unless otherwise set forth herein or required by applicable law.
3. 11.3 WeSave will process and close all pending transactions and send you any WeSave Cashback or Refer-a-Friend Rewards balances associated with your Member Account that have accrued prior to deactivation. If for any reason we are unable to credit you any balance due, then such balances will be set aside pursuant to state escheatment laws or according to other applicable legal requirements.
4. 11.4 You will remain responsible for any obligations or liabilities arising from your Member Account prior to cancellation.

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

1. 13.1 WeSave disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. WeSave does not warrant that the Services will be uninterrupted, error-free, or free of viruses or other harmful components.
2. 13.2 WeSave does not warrant that the Content or information available on the Site or through the Services will be accurate, complete, or useful.
3. 13.3 WeSave will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with your use of the Site or Services.
4. 13.4 In the event that WeSave is liable for any matter related to your use of the Membership Service, WeSave’s liability to you is limited to one hundred ($100) U.S. dollars. WeSave shall not be responsible for any special, incidental, or punitive damages that you may incur, including cases in which harm had been or could have been expected.

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

1. 16.1 The parties agree that this Agreement shall be governed by and construed under the laws of the state of California (without giving effect to its conflict of laws principles) and conducted within Los Angeles County, California, and shall not be governed by the Convention for the International Sale of Goods. The parties each agree that if any dispute between them cannot be amicably resolved through negotiations, then any and all disputes or claims that have arisen or may arise between them shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.
2. 16.2 The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. UNLESS BOTH YOU AND WESAVE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER WESAVE USERS.
3. 16.3 The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org.
4. 16.4 The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different WeSave users (Members, Vendors, or service providers) but is bound by rulings in prior arbitrations involving the same WeSave user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration will take place in Los Angeles County, California.
5. 16.5 Each party shall pay the fees of its own attorneys, the expenses of its witnesses, and all other expenses connected with presenting its case. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, administrative fees, the fee of the sole arbitrator, and all other fees and costs, shall be equally borne by the parties. The decision of the arbitrator may be entered as a judgment and shall be enforceable by any court having authority over the applicable party. The arbitrator's authority to resolve and make written awards is limited to disputes between the parties.
6. 16.6 EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY FOR ANY DISPUTE IN CONNECTION HEREWITH WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. Nothing in this section shall prevent a party from the right to seek judicial assistance, including the right to apply for and seek a temporary court order, without notice: (a) to compel arbitration, (b) to obtain interim measures of protection prior to or pending arbitration, and/or (c) to seek injunctive relief for any reason.

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

1. 1.1 A Premier Membership may entitle you to receive, at no additional cost, equity ownership and potential dividend revenues through our Series P Preferred Stock offering, which we gift to you when you become a Premier Member (See further explanation below).
2. 1.2 To become a Premier Member, you must be 18 years of age and register for and agree to the membership terms for a free WeSave Basic Membership (the “Agreement”), which is incorporated herein by reference. Once you become a Basic Member, you can upgrade at any time to a Premier Membership by agreeing to the additional terms in this Premier Addendum and by paying an annual subscription fee.
3. 1.3 This Premier Addendum sets forth the terms and conditions regarding your registration and use of a Premier Membership and your potential ownership and profit-sharing rights in the Company’s Series P Preferred Stock.
4. 1.4 Attention: By clicking the “JOIN” button displayed here, the following terms and conditions will be legally binding upon you personally. You should carefully read the following agreement governing WeSave memberships before clicking “JOIN.”
5. 1.5 By clicking the JOIN button, this Agreement shall be deemed executed pursuant to California Civil Code section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as amended from time to time (the “E-Sign Act”). Doing so constitutes an acknowledgment that you and we agree to conduct the transaction electronically and are able to electronically receive, download, and print these Membership Terms.
6. 1.6 This Agreement between WeSave governs your use of the Site and its Services. By using the Services, you agree to these Premier Membership Terms. If you do not agree to these terms, do not use the Site or our Services.
7. 1.7. Capitalized terms not defined in the context of a sentence in this Premier Addendum are defined in the Agreement, Program Policies, Site Terms of Use, and/or on the Site itself.

2. WeSave Premier Membership

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:
  1. 3.1.1. You manually renew your Premier Membership before its expiration; or
  2. 3.1.2. You enroll in the Auto-Renewal Program (see details below); or
  3. 3.1.3. Your Member Account is terminated by you or WeSave.
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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