Loyalty Program Terms

UNILATERAL LOYALTY POINTS PROGRAM AGREEMENT

WHEREAS: Archipelago wishes to sell Archipelago Products to Member, and Member wishes to purchase Archipelago Products at shopARCHIPELAGO.com and further, benefit from any special offers or other discounts that may be made available, from time to time, to registered members of the LPP, and as an incentive for each to engage in the business relationships contemplated herein, each Party agrees:

1. UNILATERAL AGREEMENT. The LPP is offered at the sole discretion of Archipelago. Member understands and agrees that the LPP can be withdrawn or terminated, and any or all related or associated terms and/or conditions that form the basis of this Agreement can be changed, modified, or suspended, for any customer or all customers, reasonably or unreasonably, with or without prior notice, at Archipelago’s sole discretion.

2. NO CASH OR STATED VALUE. Any points issued or believed to be held by a Member under this Agreement that have neither been redeemed nor expired (collectively referred to as “Points”) shall have no cash value, or absolute redemption value.

3. POINTS NOT REDEEMABLE ELSEWHERE. Points can only be considered for redemption at shopArchipelago.com (and are not redeemable at any other website or physical store).

4. NO SALE OR TRANSFER OF POINTS. Member agrees that Points cannot be sold, transferred, or used by any person other than the registered Member.

5. NO DISCLOSURE OF SPECIAL MEMBER SALES OR PROMOTIONS. From time to time, Archipelago may offer special promotions that are intended for the sole and exclusive benefit of all LPP members. Member agrees that he/she/they will not share the existence or timing of any such special sales or promotions or share any

   special discount codes needed to access any such special promotions, inventory access or pricing, with anybody who is not currently a member of the LPP.

6. RECORD KEEPING. Archipelago shall attempt to obtain relevant records of Points for a period of twelve (12) months after the last posted transaction that impacted the Point balance(s). However, Archipelago relies on a 3rd party company, and that 3rd Party Company’s software, organizational existence, cooperation, willingness, and/or ability to provide Archipelago with records relative to Points. Archipelago is both unable and unwilling to warrant or represent those records exist, are accurate, are available, or will be available to it, or anybody in the future. In all cases and circumstances, Archipelago shall not be liable to any Member(s) for any errors or loss of records.

7. EXPIRED POINTS. Points shall expire twelve (12) months after the Member has become inactive (“Inactive”). For purposes of this Agreement, Inactive means that the Member has neither redeemed nor engaged in any activity that would have otherwise caused a change in the Member’s Points balance(s) during the immediately preceding twelve (12) month period (and under the LLP policies that existed in that same six (12) month period). LPP accounts associated with Inactive Members will, without notice, automatically be canceled or alternatively, the number of Points in Member’s account shall reset to a value of zero (0) Points.

8. MAXIMUM POINT REDEMPTION BENEFIT. The maximum discount benefit ("Benefit") available, if any, to any Member attempting to redeem Points shall be limited, in all cases, to that which is calculated, displayed, and made available to Member within the shopARCHIPELAGO site at the time Member attempts to redeem Benefits; as of 6/15/22, the amounts displayed will be as shown in the attached DISCOUNT GRID SUMMARY. Archipelago reserves the right to eliminate the Benefit altogether, or change the Benefit at any time, with or without notice, including but not limited to: (a) changing the conversation rate at which surrendered Points result in discount, and/or (b) changing the number of points that can be redeemed by Member in connection with any single website checkout (needed to complete a member purchase). The current discount given in exchange for the redemption is shown in the ‘discount grid summary”.

9. NO USE OF POINTS WITH ANY OTHER DISCOUNT CODE. Member will not be entitled to redeem any Points, on any order, where Member has entered a different discount code during the checkout process.

10. NO RETROACTIVE BENEFITS. Member agrees that when Member intends or desires to enter Points for possible Benefit at checkout, it is Member’s sole responsibility to ensure that the points have been both entered (and any effect is reflected in the amount to be paid), prior to Member’s final checkout, which results in a message the order was successfully placed and received. Archipelago is unable to apply Points or offer any Benefit to Member after Member has checked out and paid for their purchase.

11. NO REDUCTION OF SALES TAX OR DELIVERY CHARGE: No redemption of Point(s) shall have the effect of reducing any sales tax or delivery charge. The amount of sale, net of discount of any kind, or sales tax is referred to as the “Net Website Checkout.”

12. BENEFIT NOT A MATERIAL INDUCEMENT. Member agrees that the value, or perceived value of product(s) purchased from Archipelago, alone, at the unit prices offered by Archipelago (before or after any discount of any kind) is of sufficient value, and that calculus alone compels (or compelled) Member to make any purchase(s) that resulted in Points being added to Member’s LLP account. Member specifically agrees that he/she/they shall not later claim that any benefit or right, or potential benefit or right afforded to Member under this Agreement was a material inducement, without the existence of which Member would not have made the same purchase(s) from Archipelago.

13. MAXIMUM LIFETIME DAMAGES. Notwithstanding anything contained herein to the contrary, the maximum lifetime damages available to either Party, from the other, in connection with any aspect of this Agreement, shall not exceed One Hundred Dollars ($100.00).

14. NO EFFECT OF ANY CONFLICTING LANGUAGE. Unless Archipelago updates this Agreement or the Parties agree to modify it in writing, executed by both Parties, the terms and conditions outlined herein, which collectively form the basis of this Agreement, will be in effect notwithstanding any conflicting language that may exist in any signed or unsigned Purchase Order, Order Acknowledgement, Invoice, website, advertisement, solicitation, SMS text message, social media post, or a communication of any kind (regardless of the manner in which that communication was sent and/or received).

15. GOVERNING LAW. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California.

16. ENTIRE AGREEMENT. This Agreement replaces any previous Agreement that may have existed, is the entire agreement between the Parties, and can be modified only by written consent of both Parties.