Terms of Service

1. Acceptance of Terms

By accessing or using The Shop Collective d/b/a TSC Rewards ("TSC," "we," "us," or "our") website, mobile application, or any related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Services.

These Terms apply to all visitors, users, consumers, brand partners, retail partners, and any other party who accesses or uses the Services.

2. Description of Services

TSC Rewards is a loyalty and activation platform serving the spirits industry. The Services include, but are not limited to:

• A consumer-facing mobile application that rewards users for purchases at participating retailers and engagement with participating spirit brands
• Brand partner activation programs (in-store tastings, sampling, audience-building, and reporting)
• Retail partner programs (in-app placement, targeted email, "Earn More" campaigns, and reporting)
• A B2B website where brands and retailers can learn about and apply to TSC programs

3. Eligibility (21+)

You must be at least 21 years of age, a legal resident of a jurisdiction in which TSC operates, and not prohibited by law from receiving rewards involving alcohol-related promotions in order to use the Services.

The Services involve alcoholic beverages. Use of the Services by anyone under 21 is strictly prohibited.

4. Account Registration and Security

When you create an account, you agree to provide accurate and complete information and to keep that information up to date. You are responsible for maintaining the security of your account credentials and for all activity under your account.

Notify TSC immediately of any unauthorized access by emailing [email protected].

5. Consumer Users

This Section 5 applies to anyone using the TSC Rewards mobile application as a consumer.

5.1 Receipt submissions

When you submit a receipt to TSC, you represent that the receipt is genuine, that you made the purchase, and that you have not previously submitted it. You grant TSC the right to process the image, extract its contents, and use the resulting data to administer the rewards program.

TSC may reject receipts that are duplicate, altered, illegible, or that fall outside program rules. Fraudulent receipt submissions will result in immediate account termination, forfeiture of all points, and may be reported to law enforcement where appropriate.

5.2 Points and rewards

Points have no cash value, are non-transferable, and cannot be redeemed for cash. TSC may modify the points-earning structure or rewards catalog at any time. Rewards are subject to availability and applicable laws, including alcohol-shipping restrictions in your state. TSC is not responsible for taxes on the value of any reward you receive.

Points expire 24 months after they are earned unless your account remains active (defined as at least one qualifying activity per 12 months).

5.3 Acceptable use

You may not (a) submit false, altered, or duplicate receipts; (b) create multiple accounts to abuse the rewards program; (c) use automated systems, bots, or scripts to interact with the Services; (d) reverse-engineer, decompile, or attempt to extract source code from the application; (e) resell, transfer, or trade points or rewards; or (f) use the Services in any way that violates the law or the rights of others.

5.4 Termination

TSC may suspend or terminate your account at any time, with or without notice, for violations of these Terms or for any other reason at our sole discretion. You may close your account at any time by emailing [email protected].

6. Brand Partners

This Section 6 applies to spirit brands that engage TSC for activation, sampling, audience-building, or campaign services ("Brand Partners").

6.1 Engagement and tier

Brand Partner engagements are governed by these Terms, the tier and scope selected at signup (Core, Momentum, or Enterprise), and any signed Statement of Work or order form between TSC and the Brand Partner. In the event of conflict, a signed Statement of Work controls over these Terms.

6.2 Payment

Tier fees are billed monthly in advance unless otherwise agreed in writing. All fees are non-refundable except as required by law. TSC reserves the right to suspend Services for accounts more than 15 days past due. Brand Partners are responsible for all applicable taxes.

6.3 Activation execution

TSC will use commercially reasonable efforts to execute activations on the schedule and at the locations agreed at the start of each program window. TSC may substitute locations of comparable foot traffic if a planned location is unavailable. TSC is not responsible for activation outcomes that depend on factors outside our control (weather, store closures, regulatory action, force majeure).

Any reschedule or cancellation by the Brand Partner with less than 7 business days' notice may incur a rescheduling fee.

6.4 Data and audience rights

TSC will share with the Brand Partner the consumer data described in our Privacy Policy: name, email, brand-specific engagement, and aggregate purchase trends, for users who engage with the Brand Partner's products or programs.

The Brand Partner may use this data only in accordance with applicable law (including CAN-SPAM, CCPA, and any state-specific alcohol marketing laws) and only for purposes consistent with the consumer's relationship with the brand. The Brand Partner may not resell, license, or transfer TSC consumer data to any third party other than its directly contracted service providers (e.g., its own email service provider).

TSC retains ownership of all platform data, aggregated trends, and program-level analytics.

6.5 Compliance and content

The Brand Partner is solely responsible for ensuring that all activation activities comply with federal, state, and local alcohol regulations, including TTB and state ABC requirements; for approving any creative, messaging, or product claims used in connection with the activation; and for maintaining all required licenses, permits, and trade-practice compliance for its products.

The Brand Partner agrees not to direct TSC to take any action that would violate alcohol industry trade-practice rules.

6.6 Intellectual property

The Brand Partner retains ownership of its trademarks, brand assets, and proprietary content. The Brand Partner grants TSC a limited, non-exclusive license to use its trademarks and brand assets solely for the purpose of executing the engagement and for case study or portfolio purposes (with prior approval for any case study publication).

TSC retains ownership of the platform, the application, the website, and all underlying technology.

6.7 Termination

Either party may terminate a Brand Partner engagement with 30 days' written notice. Termination does not entitle the Brand Partner to a refund of any fees already paid for the current month. TSC may terminate immediately for non-payment, breach of these Terms, or for activity that violates law or industry regulation.

7. Retail Partners

This Section 7 applies to independent retailers participating in TSC retailer programs ("Retail Partners").

7.1 Engagement and tier

Retail Partner engagements are governed by these Terms, the tier selected at signup (Growth, Anchor, or Market Leader), and any signed Retailer Agreement between TSC and the Retail Partner.

7.2 Payment

Tier fees are billed monthly in advance. All fees are non-refundable except as required by law. TSC reserves the right to suspend in-app placement and campaign delivery for accounts more than 15 days past due. Retail Partners are responsible for all applicable taxes.

7.3 Store information and accuracy

The Retail Partner is responsible for providing and maintaining accurate store information (address, hours, brands carried, contact details). TSC may suspend in-app placement for stores with materially inaccurate information until corrected.

7.4 Customer communications

The Retail Partner may send communications (targeted email, in-app messages, "Earn More" campaigns) only to TSC users who have opted in to communications from that store, and only through TSC's platform tools. The Retail Partner may not export TSC user contact information for use outside the platform. Communications must comply with CAN-SPAM, applicable state laws, and any alcohol marketing restrictions in the recipient's state.

TSC reserves the right to review, edit, or reject communications that violate platform standards or applicable law.

7.5 Data and reporting

TSC will provide reporting on receipts captured, basket data, brand mix, repeat rate, and campaign performance attributable to the Retail Partner's location(s). The Retail Partner may use this data for its own marketing, merchandising, and operational decisions.

The Retail Partner may not share or resell TSC user-level data to third parties other than its directly contracted service providers.

7.6 License and conduct

The Retail Partner represents that it holds all required licenses and permits to sell alcoholic beverages in its jurisdiction(s) and that participation in TSC programs does not violate any provision of those licenses or applicable trade-practice rules.

7.7 Termination

Either party may terminate a Retail Partner engagement with 30 days' written notice. Termination does not entitle the Retail Partner to a refund of any fees already paid for the current month.

8. Privacy

Use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

9. Intellectual Property

All content, software, design, logos, and trademarks in the Services are the property of TSC or its licensors. No license is granted except as expressly set out in these Terms. You may not copy, modify, distribute, sell, or lease any part of the Services without TSC's prior written consent.

10. Disclaimers

The Services are provided "as is" and "as available." To the maximum extent permitted by law, TSC disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. TSC does not warrant that the Services will be uninterrupted, error-free, or secure.

11. Limitation of Liability

To the maximum extent permitted by law, TSC's total liability to any user for any claim arising out of these Terms or the Services is limited to the greater of (a) the amount paid by you to TSC in the 12 months preceding the claim, or (b) one hundred US dollars ($100). TSC is not liable for indirect, incidental, special, consequential, or punitive damages.

12. Indemnification

You agree to indemnify and hold harmless TSC and its officers, directors, employees, and agents from any claim arising out of (a) your violation of these Terms, (b) your violation of any law or third-party right, or (c) for Brand Partners and Retail Partners, your acts or omissions in connection with the Services.

13. Governing Law and Venue

These Terms are governed by the laws of the State of Tennessee, without regard to its conflict of law principles.

Subject to the arbitration provisions in Section 14, any dispute that is not subject to arbitration shall be brought exclusively in a state or federal court of competent jurisdiction located in the State of Tennessee, and you consent to the personal jurisdiction of those courts.

14. Mandatory Arbitration and Class Action Waiver

14.1 Agreement to arbitrate

You and TSC agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and TSC (a "Dispute") will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (for consumer users) or its Commercial Arbitration Rules (for Brand Partners and Retail Partners), and not in a court of law, except as set forth below.

The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this Section 14.

14.2 Informal resolution first

Before initiating arbitration, the party raising the Dispute will send the other party a written notice describing the Dispute and the relief sought. For TSC, send to [email protected] with the subject line "Dispute Notice." The parties will then attempt in good faith to resolve the Dispute informally for at least 60 days before either party may initiate arbitration.

14.3 Arbitration procedure

The arbitration will be conducted by a single arbitrator and will take place in the State of Tennessee at a location mutually agreed by the parties (or, absent agreement, in the county where TSC's principal place of business is located). At your election, if you are a consumer user, the arbitration may instead proceed by telephone or videoconference.

The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. AAA filing fees and arbitrator costs will be allocated as set forth in the applicable AAA rules. For consumer users, TSC will pay arbitration fees that exceed the cost of filing a comparable claim in court, except where the arbitrator finds your claim was frivolous.

14.4 Exceptions to arbitration

Either party may bring an individual action in small claims court for any Dispute that qualifies. Either party may also seek injunctive or equitable relief in court to protect its intellectual property rights (including trademark, copyright, trade secret, or patent rights) or to prevent unauthorized access to the Services.

14.5 Class action waiver

The arbitrator may not consolidate the claims of more than one person and may not preside over any form of class, collective, or representative proceeding. If a court or arbitrator decides that this class action waiver is unenforceable as to any particular claim or remedy, then that claim or remedy (and only that claim or remedy) will be severed from arbitration and brought in court, while the remaining claims will proceed in arbitration.

14.6 Right to opt out (consumer users only)

If you are a consumer user, you have the right to opt out of this arbitration agreement and class action waiver by sending written notice to [email protected] with the subject line "Arbitration Opt-Out" within 30 days after first accepting these Terms. Your opt-out notice must include your full name, the email address associated with your TSC account, and a clear statement that you wish to opt out. Opting out will not affect any other provision of these Terms. If you do not opt out within 30 days, you will be bound by this Section 14.

14.7 Survival

This Section 14 will survive termination of these Terms or your relationship with TSC.

15. Changes to These Terms

TSC may update these Terms from time to time. Material changes will be communicated via email or in-app notification. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

16. Entire Agreement

These Terms, together with the Privacy Policy and any signed Statement of Work or Retailer Agreement, are the entire agreement between you and TSC regarding the Services.

17. Contact

Questions about these Terms:

• Brand Partners: [email protected]
• Retail Partners and consumers: [email protected]