The Uncle Arnie’s Kickback Rewards™ Program (the “Program”) is a free rewards program offered by Uncle Arnie’s (“Company,” “we,” “us,” or “our”) to its customers located in the U.S. To be eligible to be an Uncle Arnie’s Kickback Rewards Member (“you” or “Member”), you must be:

• A legal resident of the United States;
• At least 21 years of age; and
• Not otherwise prohibited from participating under applicable federal, state, or local law.

Upon your completion of the enrollment process you: (i) become an Uncle Arnie’s Kickback Rewards Member, and (ii) agree that you have read and accepted these Membership Terms and Conditions (“Membership Terms”). Uncle Arnie’s reserves the right to require proof of eligibility prior to enrollment, the redemption of Kickbacks, the fulfillment of benefits, or at any other time at Company’s sole discretion. Failure to provide such proof may result in expiration of Kickbacks, cancellation of redemptions, and/or removal from the Program. BY APPLYING FOR MEMBERSHIP IN THE PROGRAM, YOU AGREE YOU MEET THE ABOVE REQUIREMENTS AND AGREE TO BE BOUND BY THESE MEMBERSHIP TERMS. NO PURCHASE IS NECESSARY TO BECOME A MEMBER.

These Membership Terms include the Uncle Arnie’s Privacy Policy at unclearnies.com/privacy (the “Privacy Policy”) and the Uncle Arnie’s Terms and Conditions of Website Use at unclearnies.com/terms (the “Terms of Use”), as may be applicable. In the event of any conflict between these Membership Terms and the Terms of Use, these Membership Terms will control.

By participating in the Program, you hereby represent and warrant that: (i) you have read, understand, and accept these Membership Terms, as they may be modified from time to time; (ii) you meet each of the eligibility requirements set forth herein; and (iii) you expressly consent and agree to be bound by these Membership Terms.

These Membership Terms may be updated from time to time. We will provide advance notice of material changes. Your continued participation in the Program constitutes your acceptance of any changes. The most current version of these Membership Terms is available at unclearnies.com/kickback-rewards-terms.

Additionally, Company may at any time, for any reason, and without notice or liability to you: (i) suspend or terminate operation of or access to the Program; (ii) change, revise, or modify the Program; (iii) interrupt the operation of the Program for maintenance; (iv) impose limits on certain features; and/or (v) terminate the authorization, rights, and license granted herein.

Key Program Definitions

“Kickbacks” means the points currency of the Uncle Arnie’s Kickback Rewards Program, earned and redeemed as described herein.

In Single Channel Cannabis Only States: "Qualifying Purchases" means purchases of eligible Uncle Arnie's products at appropriately state licensed cannabis/marijuana facilities in states where the Program is available.

In Dual Channel States (Cannabis and Hemp Retail): "Qualifying Purchases" means purchases of eligible Uncle Arnie's products at (a) appropriately state licensed cannabis/marijuana facilities, or (b) authorized retail locations carrying Uncle Arnie's hemp products, in states where the Program is available.

In Single Channel Hemp Retail Only States: "Qualifying Purchases" means purchases of eligible Uncle Arnie's products at authorized retail locations carrying Uncle Arnie's hemp products, in states where the Program is available.

“Non-Qualifying Purchases” means the following exclusions from Qualifying Purchases: (i) sales and use taxes; (ii) shipping and handling fees; (iii) donations to charitable organizations; (iv) purchases of gift cards; (v) any redemption of Kickbacks for some part or all of the purchase price; (vi) any returned or cancelled orders; (vii) purchases from third-party vendors not made at an authorized Retail Location or state licensed cannabis/marijuana facility; (viii) any other items which Company, from time to time in its sole discretion, may elect to exclude.

"Merch Collection" means the curated collection available at unclearnies.com/collections/merch eligible for Kickbacks redemption. The Merch Collection does not include cannabis products, marijuana products, cannabis accessories, or marijuana paraphernalia.

“Membership Year” means the rolling twelve (12)-month period following the later of: the Member’s enrollment date or the date that tier status changes.

“Site” or “Website” means unclearnies.com.

"Retail Locations" means authorized retail locations carrying Uncle Arnie's hemp products that have been designated by the Company as eligible for Program participation, as updated by the Company from time to time in its sole discretion.

"State Licensed Cannabis/Marijuana Facilities" means retail dispensaries and other cannabis or marijuana sales facilities operating under a valid state-issued license in states where the Program is available.

Table of Contents

1. Earning Kickbacks
2. Membership Benefits
3. Receipt Upload
4. Returns
5. Negative Kickbacks Balance
6. Participation and the Provision of Personal Information; Notice of Financial Incentives
7. Loss of Membership Identifier, Restrictions, and Taxes
8. SMS Communications
9. Email Communications
10. Changes to Account, Fraud and Errors
11. Overall Program Membership Terms
12. Disclaimer of Warranties
13. Indemnification
14. Limitation of Liability
15. Choice of Law
16. Contact Us
17. Update to Terms
18. General Provisions
19. Earning Kickbacks

When you make a Qualifying Purchase while logged in to your Member account, you earn base Kickbacks (“Base Kickbacks”) at the rate established by the Company. The current rate is: earn one (1) Base Kickback for every $1.00 of Qualifying Purchase amount.

Company reserves the right in its sole discretion to modify at any time the amounts and rates at which Base Kickbacks are earned for Qualifying Purchases.

Activities may be added, discontinued, or made available again at any time and from time to time in Company’s sole and absolute discretion. KICKBACKS CANNOT BE EARNED PRIOR TO YOUR PROGRAM ENROLLMENT DATE. It may take approximately five (5) days or more from the date of Qualifying Purchases or Non-Purchase Activities for Kickbacks to appear in your account. You do not acquire property rights in any Kickbacks. Kickbacks have no cash value, are not transferable, and are subject to the restrictions set forth in these Membership Terms.

1. Membership Benefits

Kickbacks Redemption

Kickbacks may be redeemed exclusively for items in the Uncle Arnie’s Merch Collection at unclearnies.com. The redemption rate is 1 Kickback = $0.05 in value toward eligible products. Kickbacks cannot be used as partial payment on any non-Merch purchase, applied toward shipping, taxes, or gift cards, exchanged for cash, or combined with other promotional discounts unless explicitly stated by Company.

KICKBACKS HAVE NO CASH VALUE AND MAY NOT BE REDEEMED FOR CASH, CREDIT, OR OTHER VALUE. NO CREDIT, CASH, OR OTHER VALUE WILL BE GIVEN FOR UNUSED KICKBACKS. Any Kickbacks you earn are considered a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable right solely for use toward eligible Benefits. You have no property, proprietary, intellectual property, ownership, or monetary interest in your Kickbacks, which remain Company property at all times.

EXCEPT FOR KICKBACKS ISSUED WITH A SHORTER EXPIRATION PERIOD, KICKBACKS EXPIRE ON A ROLLING TWELVE (12)-MONTH BASIS FROM THE DATE OF YOUR LAST EARNING ACTIVITY. KICKBACKS ISSUED WITH A SHORTER EXPIRATION PERIOD WILL EXPIRE AT THE TIME PERIOD SPECIFIED IN THE OFFER ON WHICH THEY WERE EARNED. KICKBACKS EXPIRE WITHOUT CREDIT, PAYMENT, OR OTHER VALUE TO YOU.

Company may provide additional Benefits to Members in its sole discretion from time to time.

1. Receipt Upload

Members may upload qualifying purchase receipts for review through the receipt upload feature at unclearnies.com. Kickbacks will be awarded upon verification and approval by Uncle Arnie’s at its sole discretion.

To be eligible, receipts must be legible, unaltered, and submitted within [3] days of the purchase date. Receipts for Non-Qualifying Purchases, previously credited transactions, or purchases made outside Uncle Arnie’s authorized channels will be rejected.

Uncle Arnie’s reserves the right to verify receipt authenticity and decline any submission. Submission of fraudulent, altered, or duplicate receipts constitutes a violation of these Membership Terms and will result in forfeiture of all pending Kickbacks and may result in account termination.

1. Returns

Any Kickbacks earned on a Qualifying Purchase may be deducted from your account if you return or cancel that purchase, even if: (i) you have already redeemed those Kickbacks prior to the return or cancellation; (ii) some or all of the Kickbacks deducted are not directly related to the specific returned purchase; and (iii) the deduction results in a negative Kickbacks balance. If the number of Kickbacks to be deducted exceeds your current balance, Company reserves the right to determine the redemption value of the Kickbacks shortfall and reduce the amount of your refund accordingly.

1. Negative Kickbacks Balance

If you have a negative Kickbacks balance, you will still earn Kickbacks on Qualifying Purchases. Newly earned Kickbacks will be applied to your account until a positive balance is restored and thereafter.

1. Participation and the Provision of Personal Information; Notice of Financial Incentives

The Program is a financial incentive program. While there is no Program membership fee, you are required to provide certain personal information to participate, as stated below under Participation Requirements. The Participation Requirements for each Member are that such Member: (i) is 21 years of age or older; (ii) is a resident of the United States; and (iii) has provided their personal information, including their first name, last name, a valid unique email address, date of birth, and a username and password (the “Participation Requirements”).

Additionally, Members may be invited to optionally provide information such as: (a) their phone number for SMS sign-up; (b) their social media account handles; and (c) any other optional information as Uncle Arnie’s may request from time to time.

The Program is considered a “financial incentive” under applicable California law. By enrolling, you acknowledge that the value of the financial benefits you receive is reasonably related to the value of the personal data you provide. Please review the Uncle Arnie’s Privacy Policy at unclearnies.com/privacy, which includes our Financial Incentive Notice.

Upon termination of your membership, you may contact us at support@unclearnies.com for any questions. To request deletion of your account information, please visit unclearnies.com/privacy.

1. Loss of Membership Identifier, Restrictions, and Taxes

You are entitled to only one (1) Program account. If you have more than one Program account, the Company may, in its discretion, combine your accounts or terminate duplicate accounts. We reserve the right to close accounts at any time at our discretion.

Company is not responsible for: (i) lost or stolen login credentials; or (ii) any misuse resulting from lost or stolen credentials. Your account remains the property of the Company and must be surrendered upon request. Except as expressly permitted by Company, accounts and Kickbacks are not transferable and may not be sold, resold, exchanged, or bartered. Kickbacks you earn may be subject to taxation, for which you are solely responsible.

1. SMS Communications

Company offers the ability to receive Program-related communications and marketing messages via SMS to your phone number. By signing up for SMS communications through the Program and providing your phone number, you expressly consent to receive text messages from Uncle Arnie’s and others texting on our behalf.

Message and data rates may apply. You may opt out at any time by texting STOP in reply to any message received, or by contacting support@unclearnies.com. Opting out of SMS communications does not close your Program membership. Uncle Arnie’s is not responsible for undelivered messages resulting from carrier filtering or other factors outside our control. Consent to receive SMS is not a condition of purchase.

1. Email Communications

As part of the Program, you agree that the Company may periodically send you transactional, informational, and promotional emails. If your contact information changes, please log in to your Member account and update your information accordingly. You may opt out of marketing emails at any time by following the unsubscribe instructions in any promotional email. Please note that Uncle Arnie’s may send operational and transactional emails related to your membership, including welcome emails, reward confirmation emails, and important account notifications, even if you opt out of marketing emails.

1. Changes to Account, Fraud and Errors

Company may adjust your Kickbacks account status, Kickbacks balance, tier status, or qualifying spend amount at any time and without notice due to any: (A) computer error; (B) technical issues experienced by Company; (C) machine malfunction; (D) employee, customer, or other error; (E) fraud or other misuse; (F) change to the Program; or (G) other reason which Company deems appropriate. All transactions involving Kickbacks are subject to review and verification by the Company.

Fraud or abuse relating to enrollment, the provision of personal information, receipt uploads, product reviews, referrals, or the redemption of Benefits is a violation of these Membership Terms. Users are solely responsible for any fraudulent use that may occur due to the theft or unauthorized sharing of a Member’s login credentials. Members agree to immediately notify the Company of any unauthorized use of their account or any other breach of security.

ANY ATTEMPT BY ANY MEMBER OR ANY OTHER INDIVIDUAL OR ENTITY TO DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM IS A VIOLATION OF THESE MEMBERSHIP TERMS. COMPANY RESERVES THE RIGHT TO INVESTIGATE ANY SUSPICIOUS ACTIVITY AND TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

1. Overall Program Membership Terms

The Program is void where prohibited by law. If any provision of these Membership Terms is found to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable from these Membership Terms and will not affect the validity and enforceability of any remaining provision.

Company may change or terminate the Program and these Membership Terms at any time and without notice, including, but not limited to: (i) changing the Program’s earning rates; (ii) changing the Program’s tier structure; (iii) removing or changing Kickbacks, including the rate at which they are earned; (iv) changing the redemption value of Kickbacks; (v) raising or lowering tier spend thresholds; (vi) revising the procedures and rules for earning or redeeming Kickbacks; (vii) changing when Kickbacks expire; and (viii) associating, combining, or merging the Program with other programs. Company may make these changes even if they affect your ability to use Kickbacks already accumulated.

In the event the Program is terminated, any accumulated Kickbacks you have earned but not used will expire on the date the Program ends, unless otherwise expressly notified by Company. Members will have thirty (30) days after a Program End Date during which to redeem any remaining Kickbacks. After such thirty (30) day period, all Kickbacks will expire and the Program will no longer be available. Upon termination of a Member account for any reason, all Kickbacks are lost and forfeited.

1. Disclaimer of Warranties

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. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, UNCLE ARNIE’S AND ITS AFFILIATED ENTITIES, EMPLOYEES, DIRECTORS, AGENTS, AND ASSIGNS (COLLECTIVELY, “PROGRAM PARTIES”) HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, ENDORSEMENTS, OR PROMISES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

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. This section survives the termination of the Program.

1. Indemnification

By participating in the Program, you agree to defend, indemnify, and hold harmless Uncle Arnie’s and each of its parents, affiliates, suppliers, distributors, advertising and promotion agencies, and each of their respective officers, directors, employees, and agents (collectively, the “Released Parties”) from and against any and all claims, losses, costs, liabilities, judgments, fines, penalties, settlements, interest, and expenses, including attorney’s fees, that directly or indirectly arise from or are related to: (i) your participation in the Program; (ii) any review submitted by you; (iii) your breach or alleged breach of these Membership Terms or the Terms of Use; (iv) your violation of any applicable laws or regulations; (v) information or material transmitted through your device that infringes any right of any person or entity; or (vi) any misrepresentation made by you.

1. Limitation of Liability

UNLESS OTHERWISE REQUIRED BY LAW, UNCLE ARNIE’S, NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL BE LIABLE TO YOU IN CONNECTION WITH: (A) ANY TERMINATION OF, CHANGE IN, OR SUSPENSION OF THE PROGRAM; (B) ANY CLAIM RELATING TO PRODUCTS OBTAINED THROUGH KICKBACKS REDEMPTION; (C) ANY LOSS, DAMAGE, OR INCONVENIENCE CAUSED BY ANY OCCURRENCE OUTSIDE OF OUR CONTROL; OR (D) ANY TAXES INCURRED BY YOU AS A RESULT OF EARNING OR REDEEMING KICKBACKS.

FURTHER, UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY, DEATH, OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE PROGRAM, YOUR PARTICIPATION IN THE PROGRAM, OR YOUR INABILITY TO USE THE PROGRAM.

Notwithstanding the foregoing, any liability that we may have to you in connection with the Program shall be limited to the Kickbacks value held in your account at the time of the claim.

1. Choice of Law

This Program and these Membership Terms will be governed by and construed under the substantive laws of the State of Deleware, without reference to conflict-of-laws considerations.

1. Contact Us

If you have any questions regarding the Program, your enrollment, these Membership Terms, Kickbacks, or Benefits, please contact Uncle Arnie’s by visiting unclearnies.com/kickback-rewards or emailing support@unclearnies.com.

1. Update to Terms

These Membership Terms, in the form posted at the time of your use of the Program, shall govern such use. AS OUR SERVICE EVOLVES, THE TERMS UNDER WHICH WE OFFER THE PROGRAM MAY BE MODIFIED AND WE MAY CEASE OFFERING THE PROGRAM UNDER PREVIOUSLY STATED TERMS. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE PROGRAM YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN-APPLICABLE TERMS AND CONDITIONS. YOUR USE OF THE PROGRAM AFTER SUCH NOTICE CONSTITUTES YOUR GOING-FORWARD AGREEMENT TO THE REVISED TERMS.

Revised Membership Terms will be effective as to new use and transactions as of the time we post them, or such later date as may be specified. You should frequently check unclearnies.com/kickback-rewards-terms and the email associated with your Member account for notices.

1. General Provisions
2. Severability: If any provision of these Membership Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court of competent jurisdiction, that provision will be deemed severable, and the invalidity of that provision will not affect the validity or enforceability of the remainder of these Membership Terms.
3. Investigations; Cooperation with Law Enforcement; Termination; Survival: We reserve the right, without limitation, to: (i) investigate any suspected breaches of the Website’s security or our information technology systems; (ii) investigate any suspected breaches of these Membership Terms; (iii) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (iv) prosecute violators of these Membership Terms; and (v) discontinue the Program, in whole or in part, or suspend or terminate your access to it, at any time, without notice, for any reason and without any obligation to you or any third party.
4. Assignment: We may assign our rights and obligations under these Membership Terms, in whole or in part, to any party at any time without notice. These Membership Terms may not be assigned by you without the prior written consent of an officer of Company.
5. No Waiver: Except as expressly set forth in these Membership Terms, no failure or delay by us in exercising any right, power, or remedy will operate as a waiver of that right, and no waiver or modification of any term will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
6. Connectivity: You are responsible for obtaining and maintaining all devices, software, and services needed for your access to and use of the Program, and you will be responsible for all charges related to them.