MEMBERSHIP TERMS AND CONDITIONS

Effective Date: August 17, 2021

MEMBERSHIP

The Bare Necessities Seamless customer loyalty program ("the Program") is offered by Bare Necessities ("Company") to customers making purchases at Bare Necessities on its online sales channel ("Website"). Company will extend certain perks and privileges as described in more detail herein, and additional offers that may be extended from time to time. These terms and conditions (hereinafter "Terms and Conditions") form the agreement (the "Agreement") between you ("Member" or "you") and Company with respect to the Program. When accessing the Program or the Website, you are also subject to the applicable Website terms of use, including the Bare Necessities Website Terms of Use. To the extent there are conflicts between this Agreement and any Website terms of use, this Agreement will control.

MEMBERS' ACCEPTANCE OF TERMS

By participating in the Program, Member agrees to the terms and conditions, rules, regulations, policies and procedures of the Program, including, without limitation, these Terms and Conditions and the provisions below dealing with mandatory arbitration of all disputes on an individual (i.e., non-class action) basis. Each Member is responsible for remaining knowledgeable about the Program Terms and Conditions. Company reserves the right to disqualify Members who have violated any of the Program Terms and Conditions.

COMPANY'S RIGHT TO CHANGE/CANCEL PROGRAM AND/OR TERMS

Company may, at its discretion, alter, limit, or modify the Program structure or any other feature of the Program. Company reserves the right to change or modify the Terms and Conditions or terminate the Program at any time, for any reason, without prior notice. Company will post any additional Program details and updates to Program (including these Terms and Conditions) here and then update the "Last Updated" date above. Company may also email you about any such changes. Your continued participation in the Program will confirm your acceptance of such changes.

MEMBERSHIP ELIGIBILITY

Program is open to U.S. residents at least 18 years of age within the 50 United States and District of Columbia. It is free to join as a Member (no initial purchase is required to do so). Membership is limited to individuals only and is limited to one account per individual. Membership will not be available to corporations, businesses, charities, partnerships, enterprises or anyone other than an individual, unless written approval is received in advance from Company, in its discretion.

MEMBERSHIP ENROLLMENT

Individuals can enroll by creating an account at barenecessities.com. Member must provide complete and accurate enrollment information. Company reserves the right to refuse membership to any customer who does not follow the enrollment procedures. Company may choose to offer sign-up incentives and enrollment promotions from time to time.

PROGRAM COMMUNICATIONS

Unless Member has opted out of receiving marketing communications, Company may (at its option) communicate with Members about marketing via mail, email and other channels, including about special Member promotions, offers and more. Company will also use these channels to communicate Member tier status, notify Member when they are eligible for a benefit or Reward (defined below), communicate Program changes and more. Please note that even if you opt out of receiving marketing or promotional communications, Company may continue to send you non-marketing or non-promotional emails, such as those about your account or our ongoing business relations.

DATA PRIVACY

See Bare Necessities' Privacy Policy for information about Company's privacy policy.

EARNING POINTS

Members will receive rewards points ("Points") on their Member account through Eligible Purchases (defined below) and participation in other special programs and promotional offers that may be announced by Company or its third-party partners from time to time. Additional terms, requirements and details for earning Points follow.

• Eligible Purchases: Purchases of merchandise and/or services (eligible items after promotional offers have been applied, before taxes and shipping charges have been applied and minus returns, refunds or credit adjustments, rounded to the nearest dollar) made at barenecessities.com and shipping to the continental U.S. and U.S. P.O. Boxes ("Eligible Purchases") count toward Member's Point accrual and tier status.
  • Unless otherwise stated by Company in a promotional offer, Members will receive one Point for each one dollar ($1 USD) of Eligible Purchases at the Bare Necessities website (in all instances, number of Points earned subject to change; check back here for details).
• Exclusions from Eligible Purchases: Points will not be awarded on unauthorized or fraudulent purchases. The amount of a purchase made with any stored value or rewards as the method of payment will not be applied to Member Point accrual or tier earnings. Points will not be awarded if, in Company's reasonable opinion, the merchandise or services purchased will be used for resale or commercial use and any Points awarded on such purchases will be forfeited. Additional items may be excluded from Point, tier and rewards accumulation at the sole discretion of Company.
• Email Address: A current, valid email address is required for a Member to be able to participate in and receive Points in connection with the Program. Member must notify Company of change of email address by updating Member account information online. Members must be active participants in our email marketing to be notified of benefits and rewards.
• Identification at Transaction: Members must identify themselves with their applicable Member account email address to receive credit and/or perks and privileges for Eligible Purchases made at barenecessities.com. Specifically, Member must sign into their online account before checkout for online transactions in order to receive spend credit and/or benefits.
• Processing of Points: Points accumulated through Eligible Purchases will be processed and awarded to the Member's account after purchase.
• Promotional Offers: Other special programs and promotional offers for earning Points may be made by Company, its agents or third-party partners from time to time in Company's discretion. Such offers will also be subject to the terms and conditions specified in the promotional offer.
• Point Balance: Members may view their Point balance at any time by visiting their Member account page on barenecessities.com.

RETURNS

Merchandise returns must be made in accordance with Company's return policy available at https://www.barenecessities.com/customerservice.aspx#returnpolicy. Upon the return of an item accepted by Company, the spend amount and Points applied to Member account for the original purchase may be deducted from that Member's account as the Points are forfeited with the returned merchandise.

TIER STATUS

Program tier status is based solely on Member's total spend on Eligible Purchases (which exclude gift card/rewards) during the preceding 12 months, between the members account anniversary and the following 12 months. Following the conclusion of that qualifying calendar year, Member tier status will be valid for the next calendar benefit year after qualification. Annual tier assignments are based on the sign up date of the member and their purchase history. Members will be upgraded during the benefit year if their qualifying spend exceeds their tier threshold. Members should allow 3 days for purchases to process before Member is placed into a different loyalty tier.

PROGRAM BENEFITS AND DETAILS

In addition to any other requirement and/or limitation that may be communicated to Members at the time a benefit is offered, the following shall apply:

• Birthday Offer

  Members must have a valid birthday on file with Member's registered Bare Necessities customer account and be opted in to receive marketing communications. Account must show purchase activity within prior 12 months. Additional terms and conditions may apply.

• Shipping Offers

  Discounted or free shipping valid at Bare Necessities.com on orders shipping to the continental U.S. and U.S. P.O. Boxes only. You must be signed in to your Bare Necessities Seamless account at the time of purchase. Offer cannot be applied to previous purchases and cannot be redeemed for cash. Discounted or Free shipping method is dependent upon tier status and will be automatically applied at checkout. See Bare Necessities.com for full shipping details. Terms of offer are subject to change.

• Free Returns Offer

  Return requests must be made in accordance with our return policy. The pre-paid shipping label provided must be used to return items by the designated method.

• Tier Celebration Gift Offer

  Member must be opted in to receive marketing communications. One benefit per member. Additional terms and conditions may apply. Customers only eligible for tier celebration gift if they are exceeding their threshold at the point of sale on the website. Members who come into the program at a tier higher than tier 1 are not eligible for a free gift. Members who graduate across multiple tiers at one time are not eligible for multiple gifts but are eligible for the gift at their specific tier. Being promoted to another tier is not a guarantee of a free gift.

• General Limitations

  Free gifts stocks have limited supply. Free gift messaging on barenecessities.com is not a promise of a free gift. The gift product is at the sole discretion of the Company and may be different than what was offered at the time of purchase. Free gifts cannot be returned for their cash value. Free gifts cannot be exchanged for a different item. Free gifts will only be shipped to eligible customers as part of an existing order and will not be shipped as a standalone item. If a qualifying order is canceled or adjusted, the customer is no longer eligible for the free gift. If the shipment containing the free gift is lost or stolen, the Company is not responsible for replacing that item. If the qualifying order is backordered, the customer will not receive the free gift until their order ships. Members whose accounts are modified by the company are not eligible for a free gift.

REDEMPTION OF BENEFITS

Benefits and rewards are based on dollars spent. Customers cannot forgo any benefit or award for a cash or store credit. Points will accumulate toward tiers, the means by which will be described in these Terms and Conditions and/or related promotional offers. Company may, at any time and without notice, change the earning and redemption procedures and offerings. Rewards may only be redeemed once. In the event of a return of merchandise purchased using a reward, the rewards will be forfeited. Rewards may not be returned or exchanged for cash or another item. Rewards may not be applied to the purchase of gift cards.

To the extent allowed by applicable law, we may cancel any benefits and rewards if we become insolvent, unable to pay our debts when due, file an action under the U.S. Bankruptcy Code or have such an action filed against us.

EXPIRATION OF POINTS

The customers Points and tier will expire twelve (12) months after issuance on a rolling basis.

RIGHT TO REVOKE

Company reserves the right to revoke the membership of any Member in the Program and/or revoke any or all benefits the Member may be entitled to, if, in the sole opinion of Company, a Member abuses any of the Program privileges, fraudulently uses the Program, fails to comply with these Terms and Conditions or otherwise earns benefits through deception, forgery and/or fraud. In the event that Company cancels your membership or terminates the Program for any reason, all Points, rewards or other benefits earned on your Member account will be forfeited.

NO TRANSFER

Neither Program benefits nor Member accounts may be transferred, purchased, sold, assigned, auctioned or traded, including, without limitation, by death or as part of a domestic relations matter. Doing so will void the Member account and the associated benefits and rewards. Rewards and/or benefits have no cash value and are not exchangeable for cash.

TAXES

Member is responsible and liable for any applicable federal, state or local income, sales, use, or other taxes which may result from Member's participation in the Program.

GOVERNING LAW

These Terms and Conditions, the relationship between you and the Company, and Company's Bare Necessities Seamless Program, shall be governed by, construed and enforced in accordance with the laws of the State of New York, without giving effect to any conflict of law provisions.

MANDATORY ARBITRATION OF ALL DISPUTES. NO CLASS ACTIONS

ANY DISPUTE RELATING IN ANY WAY TO THESE TERMS AND CONDITIONS OR COMPANY'S BARE NECESSITIES SEAMLESS LOYALTY PROGRAM, INCLUDING CLAIMS BASED ON STATE OR FEDERAL STATUTES, SHALL BE SUBMITTED TO CONFIDENTIAL ARBITRATION IN NEW YORK, NEW YORK. SUCH PROCEEDINGS SHALL BE CONDUCTED UNDER THE PREVAILING RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR'S AWARD SHALL BE BINDING AND FINAL, AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. UNDER THIS AGREEMENT, COMPANY AND MEMBER UNDERSTAND AND AGREE THAT THEY ARE GIVING UP THEIR RIGHT TO A COURT OR JURY TRIAL. COMPANY AND MEMBER FURTHER AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THIS PROVISION SHALL NOT APPLY IF MEMBER HAS IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE ANY COMPANY INTELLECTUAL PROPERTY RIGHTS, IN WHICH CASE COMPANY MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. MEMBER CONSENTS TO EXCLUSIVE JURISDICTION AND VENUE IN THESE COURTS.

LIMITATION ON DAMAGES; OTHER LIMITATIONS

To the fullest extent permissible under applicable law, Company is not responsible or liable for any direct, indirect, incidental, consequential, or any other damages under any contract, negligence, strict liability or other theory arising out of or relating in any way, directly or indirectly, to Members' participation in the Program. This applies even if foreseeable or even if Company has been advised of the possibility of such damages. In New Jersey, this limitation applies only to claims based on breach of warranty.

Company is not responsible for (a) any loss or misdirection of, or delay in receiving, any application, redemption requests, Points, rewards, or Member benefits; (b) theft or unauthorized redemption of Points, rewards, Member benefits or use of Points, rewards, or Member benefits; (c) any acts or omissions of third parties; or (d) any errors made or published in relation to the Program, including, without limitation, any pricing or typographical errors, errors of description, and errors in the adding, subtracting, crediting, and/or debiting of Points or rewards to/from Member accounts. Company reserves the right to correct (with or without notice) any such errors.

INTELLECTUAL PROPERTY

All Program design, text, graphics, logos, images, titles, phrases and product names and the copyrights, trademarks, service marks, trade dress and/or other intellectual property in such materials (collectively, “Company Intellectual Property") are owned by Company and may be registered in the United States and internationally.

QUESTIONS

For all questions about the Program or your Member account, please contact us at 877.728.9272 or go to https://www.barenecessities.com/feedback.aspx to contact us.