Membership Terms and Conditions

a) Welcome to the SwagUp membership and loyalty program (the “Program"). The Program was created by SwagUp, Inc. ("SwagUp", "our", “us”, or "we") to provide you (“you”, "your" or “Customer”) with certain benefits, features, discounts and services (the “Benefits”) through SwagUp’s website located at www.swagup.com, our platform, redeem pages, or any apps or websites accessible therefrom (collectively, the “Site”) and the services provided by SwagUp, or any use thereof (the “Services”). By selecting a Membership Tier (as defined below) with SwagUp and paying the Membership Fee (as defined below), you become a “Member”. b) By participating in the Program, you consent to these Membership terms and conditions (the “Membership Terms”). You acknowledge and agree that: (1) you have read and accepted these Membership Terms; (2) the expiration and any renewal of your Membership is in accordance with these Membership Terms; (3) SwagUp reserves the right to change these Membership Terms or terminate the Program at any time, with prior written notice to you; and (4) SwagUp may terminate all or any part of your Membership in the Program, in its sole discretion, for any fraud, misrepresentation, abuse, violation of these Membership Terms. c) When becoming a Member, you are also subject to SwagUp’s Terms of Use (“Terms”), which together along with any links in the Terms or Membership Terms are incorporated by reference into these Membership Terms (including but not limited to, Section 9 - Warranties, Section 12 – Limitation Of Liability, Section 13 – Indemnity and Section 15 of the Terms, “GOVERNING LAW AND DISPUTE SETTLEMENT; ARBITRATION CLAUSE AND CLASS ACTION WAIVER—IMPORTANT—PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS”). SECTION 15 OF THE TERMS OF USE IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 15 OF THE TERMS FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE. d) To the extent there are conflicts between the Membership Terms and the Terms, these Membership Terms will control with respect to the Program. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Terms. e) BY BECOMING A MEMBER, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THESE MEMBERSHIP TERMS. IF YOU BECOME A MEMBER, THEN YOU ARE ENTERING INTO THESE MEMBERSHIP TERMS ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THESE MEMBERSHIP TERMS. YOUR MEMBERSHIP IS NON-TRANSFERABLE AND YOU MAY ONLY HAVE ONE (1) MEMBERSHIP AT A TIME UNLESS OTHERWISE AGREED TO BY US.

a) Program. The Program provides the Benefits to Members who pay the applicable Membership Fee (a “Membership”). b) Tiers. The Benefits vary according to each tier (a “Tier”). There are currently four Membership Tiers. There are no Membership Fees associated with our Free Tier. All other remaining Membership Tiers are paid Memberships. For more details on Membership Fees, see Section 3 of these Membership Terms. c) Tier Benefits. Each Tier includes certain Benefits as set forth Here, which may be changed by us at any time in our sole discretion, by updating the Membership Terms and the associated landing page and providing thirty (30) days prior written notice to you.

a) Membership Fee. The amounts payable to SwagUp for your Membership (the “Membership Fee”) will be based on the Tier selected by you and the frequency of payments you wish to make. The current pricing for each Tier may be found Here. Membership Fees are non-refundable and payment obligations are non- cancelable. b) Billing Cycle. You will pay the Membership Fees to us at such times as indicated in any invoice, order form or on the Site. Payments must be made via ACH, Wire Transfer or credit card. To facilitate payment for the Program via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy. Unpaid amounts are subject to a finance charge of five percent (5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection. In some cases your payment date or frequency of payments may change, for example if you change your Membership Tier.

a) Term. Membership to a paying Membership Tier, shall commence on the date on which you sign up for such Membership (the “Effective Date”) and shall remain in effect for one (1) year or until terminated as provided herein (the “Term”). Any Tier Benefits, including but not limited to shipping cost discounts or the award of Swag Points, will only apply to a new order placed by you after you have become a Member. Tier Benefits shall not be applied to any not yet complete order made prior to you becoming a Member. In the event you change Membership Tiers, any change in Benefits based on such change in Membership Tier, shall not be applied to any order made prior to such change. Any change in Benefits caused by a change in Membership Tier will only apply to any order placed after the change in Membership Tier. b) Renewal. Your Membership shall then be automatically renewed and extended for the same duration as the previous Term. SwagUp will provide you notice at least thirty (30) days prior to when your renewal would take effect. You may request termination at least thirty (30) days prior to the end of the then-current Term, and you may submit such request for termination by notifying care@swagup.com.

a) Email Communication. By participating in the Program, you agree to receive communications via e-mail or within the Site, from us regarding the Program and your Membership, including without limitation, communications regarding your Benefits, modifications to Benefits, renewals of your Membership Fees and other notifications.

a) Modification/Cancellation of Benefits. SwagUp may, in its sole discretion, alter, limit, modify or cancel some, or all, of the Program, the Tiers, particular features of a Tier, Benefits and eligibility for Membership upon thirty (30) days prior notice to you. Notwithstanding the foregoing, if we terminate the portion of a Membership which involves Loyalty Rewards (as defined below), we will provide all Members with prior notice of our decision and an opportunity to use their Swag Points through the end of their then current Term and for three (3) months thereafter. Except as otherwise expressly set forth in these Membership Terms, we reserve the right to modify any of the rules, terms, conditions, and Benefits of the Program upon thirty (30) days prior notice to you at our sole discretion. b) Cancellation of Membership. Memberships are non-cancellable during the Term and Membership Fees are non-refundable. However, in the event there is a material change in the Benefits to your Membership that decreases the Benefits you receive, You may reach out to our CX team at care@swagup.com to discuss any adjustments, refunds, or cancellations of your Membership. Any adjustments in your Membership Fees, refunds or cancellations shall be at the sole discretion of SwagUp. For the avoidance of doubt, in the event we cancel the Program, you will receive a pro-rata refund in Fees.

a) Swag Points. As part of the Benefits of being a Member, you may earn Swag Points (“Swag Points”) from orders placed by you (the “Loyalty Program”). Swag Points are awarded to you from the Net Cash for every dollar spent by you with SwagUp. “Net Cash ” is defined as the total amount of cash received by SwagUp from you for Products ordered minus any refunds and taxes. Additionally, the amount of Swag Points you receive from dollars spent are awarded based on your Membership Tier with such amounts being found Here. Swag Points are tracked and allocated to each Member’s account by SwagUp and our decisions and records regarding such calculations and benefits will be final and binding in all respects. Your eligibility to receive Swag Points is subject to verification. SwagUp will not be liable for the failure of any Swag Points to be accurately credited or awarded as a result of any human error or technical failure or error, including, but not limited to, (i) any failure of the Site; (ii) any technical malfunction or other problems relating to any network, computer system, servers, access providers, computer equipment or software; and/or (iii) any combination of the foregoing. However, if Swag Points were lost, inaccurately awarded, or not rewarded in error, please contact SwagUp as set forth in Section 7.c. Swag Points are non-transferable, non-refundable, have no cash value, and are not exchangeable for cash or any cash equivalent under any circumstances (unless required by law). Swag Points have no value outside of this Program. Swag Points cannot be assigned, exchanged, sold, traded, bartered, purchased, given by gift or otherwise transferred. Any Swag Points so acquired are void. b) Redemption. Swag Points may be redeemed for Products as a credit towards any purchase of Products by You. SwagUp may, in its sole discretion, allow Swag Points to be redeemed for other benefits from time to time. Swag Points may not be used towards any costs other than the purchase of Products including but not limited to, Shipping Fees, storage fees or Membership Fees. c) Swag Points Expiration. It's our hope that you redeem your Swag Points on a regular basis. All unredeemed Swag Points will expire when a Member has not made a purchase of Products from SwagUp within twelve (12) months from your last order. If you feel Swag Points have expired, inaccurately awarded or not rewarded in error, please email our CX team at care@swagup.com for assistance. In addition, Swag Points will automatically expire if your Membership is revoked or otherwise canceled for reasons other than expiration of the Term or cancellation as further detailed in Section 6.b.

a) These Membership Terms are deemed incorporated by reference into SwagUp’s Terms. In the event of any conflict between these Membership Terms/Benefits and the Terms, these Membership Terms/Benefits shall control. Any disputes related to these membership Terms and the subject matter herein will be resolved pursuant to the terms of SwagUp’s Terms. If any provision of these Membership Terms are, for any reason, held to be invalid or unenforceable, the other provisions of the Membership Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of these Membership Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You may not assign or transfer these Membership Terms, or its rights or obligations herein, in whole or in part without the written consent of SwagUp. We may freely assign or transfer these Membership Terms. Any assignment or transfer in violation of the foregoing is void. These Membership Terms are the final, complete and exclusive agreement between you and SwagUp with respect to the subject matters hereof and supersedes and merges any discussions between you and SwagUp with respect to such subject matters.