Enter for a chance to win real prizes every week.

Updated July 31, 2026

The following Terms and Conditions (“Terms”), together with Winsome’s Privacy Policy, govern your use of the Winsome mobile application(s) and website(s) (collectively, the “Platform”) and/or the products and services offered, operated or made available through the Platform by Winsome (collectively, the “Services”). The Platform and Services are owned and operated by Klover Holdings, Inc. d/b/a Winsome Rewards (“Winsome”, “We”, “Us” or “Our”). As defined in these Terms, “Winsome Account” refers to your account with Winsome. “You”, “Your” or “User” means any person using the Winsome Platform or Services.

Please read these Terms carefully before using the Platform or Services or accessing any data thereon. By registering, using, downloading or accessing the Platform or engaging with the Services, you acknowledge that you have read, understood and agree to be bound by the following Terms, including the Winsome Privacy Policy. This is a legally binding agreement.

These Terms contain an Arbitration Agreement in Section 12 and a waiver of class action rights. By agreeing to these Terms, you agree to those provisions.

These Terms are subject to occasional revision. Please regularly check the Platform to view the most recent terms.

If you do not agree to these Terms, please do not use the Winsome Platform or Services.

1. REGISTRATION AND ACCOUNT ACCURACY

1.1 ACCOUNT ELIGIBILITY. To obtain a Winsome Account, you represent and warrant that: (i) you are a legal resident of the United States; (ii) you are at least twenty-one (21) years old and are legally allowed to enter into a binding contract; (iii) you are not a resident of Florida or New York; (iv) you will provide us with accurate, current and complete registration information; (v) your registration and your use of Winsome is not prohibited by law; (vi) you have not previously been suspended, removed or deactivated from the Services; (vii) your registration uses an actual email address owned and operated by you; and (viii) your registration and use of the Services is in compliance with any and all applicable laws and regulations. Any breach of these representations may result in Winsome revoking your permission to use the Services and any rights you have to any Prize in your account may be terminated in accordance with these Terms.

In order to use certain Services, Winsome may be required to verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. If you do not respond to such inquiries or we cannot verify your identity, we can refuse to allow you to use the Services or revoke any previously granted access.

1.2 ACCOUNT CREATION. In order to use and access the Winsome Services, you must register with us and create an account (“Winsome Account”). When you create a Winsome Account, you information, including, but not limited to, your name, phone number, email address and bank account information (collectively “Account Information”). You agree that the information you provide to us is and will be accurate and up-to-date at all times.

You may only open one Winsome Account. If you have been previously suspended, removed or otherwise deactivated from the Services, you may not create or register another account to use the Services. You may not maintain a joint account with another person and you cannot add an authorized user to your Winsome Account. You agree that you will not allow another person to use or access your Winsome Account and will not share your Login ID or password with other persons. You represent that you are a legal owner of, and that you are authorized to provide us with, all Account Information and other information necessary to facilitate your use of the Services.

1.3 ACCOUNT RESPONSIBILITIES. You are responsible for your own registration, security and all use of the Winsome Platform and Services under such registration. You shall not share your password nor use Winsome through the Winsome Account of any third party. You are solely responsible for maintaining the confidentiality of your account and password. Your registration is personal to you and is not transferable by you to any third party without our prior written consent.Should you believe or have reason to believe that any of your Account Information, including your Login ID and/or password, has been compromised, or that another person is accessing your Winsome Account through some other means, you agree to notify us as soon as possible at support@winsomerewards.com.

1.4 END USER LICENSE AGREEMENT. Your use of any mobile application or other downloadable software we may provide (each, an "App") may be subject to an End User License Agreement. The applicable End User License Agreement depends on the platform on which the App is designed to run and the features of the App. The End User License Agreement will be presented to you when you download and/or install the App and will be accessible through the App. Apps are deemed part of the Services, and all such End User License Agreements are hereby incorporated into, and made a part of, the Terms by reference.

2. WINSOME ACCOUNT USE

2.1 WINSOME REWARDS PROGRAM. Winsome allows its users to enter into the weekly Sweepstakes described in Section 3 below and the Official Rules by accruing “entries” (further described below). Each offer may be subject to additional terms and may be discontinued by Winsome at its own discretion.

2.2 LINKING BANK OR DEBIT ACCOUNT. To create a Winsome Account, you are required to link a bank or debit account. You may unlink your bank or debit account at any time after your Winsome Account is created. Linking or maintaining a linked bank or debit account is not required to enter or win the weekly Sweepstakes — you may earn entries at no cost, whether or not you have a Winsome Account, using the Alternate Method of Entry described in the Official Rules. Winsome will not share your raw transaction data with any third parties, but may analyze your transaction data to provide you with more relevant offers, personalized advertising and marketing and Winsome Services. For more information on how Winsome uses your personal information, please see our Privacy Policy.

2.3. PROHIBITED CONDUCT. As a condition of your use of the Winsome Service, you agree not to use the Service for any purpose that is prohibited by these Terms or by applicable law. You shall not (and shall not permit any third party) gain entries through any manner that is not consistent with the app’s intended purpose, which includes, but is not limited to:

Creating duplicate profiles to take advantage of point-based activities;
Utilizing multiple devices or technical knowledge to bypass any limitations within the app;
Falsifying offer redemptions;
Submitting any data to Winsome that is false, inaccurate, tampered with, or otherwise inauthentic in an effort to garner entries;
Using information on the Winsome mobile application for the purpose of using such information in conjunction with or for the benefit of another service;
Removing, circumventing, disabling, damaging or otherwise interfering with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services;
Reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code of the Services or any part thereof (including any App), except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
Modifying, adapting, translating or creating derivative works based upon the Services or any part thereof, except and only to the extent the foregoing restriction is expressly prohibited by applicable law;
Using the app, or gift cards for any illegal purpose, or in a manner that is in violation with any local, state, national, or international law;
Using programmatic means to interact with the Services; or
Using or attempting to use the Services outside of the United States.

We may suspend or terminate your Winsome Account, or withhold delivery of your Prize if prohibited conduct is suspected and/or if receipts submitted are not the direct result of your shopping activity.

If you have any questions about Winsome’s prohibited conduct policy, please contact us at support@winsomerewards.com.

3. HOW TO EARN WINSOME ENTRIES

NO PURCHASE NECESSARY. No purchase, payment, or linking of a bank or debit account is ever required to enter or win the weekly Winsome Sweepstakes described in this Section 3 and the Official Rules, available at www.winsomerewards.com/legal/official-rules. A purchase, payment, or account linking will not increase your chances of winning. Any statement elsewhere in these Terms describing bank or debit account linking as a condition of earning entries refers only to one method of earning entries through the Winsome app, and does not limit your ability to enter and win at no cost using the Alternate Method of Entry described in the Official Rules. Void where prohibited by law.

3.1 HOW TO EARN WINSOME ENTRIES. As a Winsome user, you can earn entries toward the weekly Sweepstakes by completing actions in the Winsome app, such as creating a Winsome Account and/or connecting and maintaining a linked bank or debit account. The specific actions that earn entries, and the number of entries earned for each action, will be presented to you within the app before you complete that action, and are subject to change by Winsome from time to time. Entries earned through the app, together with entries earned through the Alternate Method of Entry, are subject to the Entry Cap set forth in the Official Rules.

No purchase or payment of any kind is required to enter or win. You are never required to make a purchase, spend money, link or maintain a linked bank or debit account, or take any other action for the purpose of earning entries, and you may instead earn entries, whether or not you have a Winsome Account, using the Alternate Method of Entry described in the Official Rules, which awards the same number of entries as the actions described above, subject to the same Entry Cap described there.

3.2 SWEEPSTAKES AND CONTESTS. Winsome holds weekly sweepstakes. Each week, Sponsor will select winners to earn a Prize, as described in the Official Rules. To enter into the sweepstakes, please see the Official Rules, available at winsomerewards.com/legal/official-rules, which describe both ways to enter: through the Winsome app or by mail (the Alternate Method of Entry). Winners will be notified as described in the Official Rules.

Each entry that you accrue may be used for that week's sweepstakes drawing only and does not carry over to future weeks.
Each Sweepstakes runs in Entry Periods as defined in the Official Rules — a fixed seven (7)-day period beginning each Thursday at 5:00:00 p.m. Eastern Time and ending the following Thursday at 4:59:59 p.m. Eastern Time.
Entries earned through the Winsome app and entries earned through the Alternate Method of Entry are subject to a combined Entry Cap described in the Official Rules.

NO PURCHASE, PAYMENT, OR LINKING OF A BANK OR DEBIT ACCOUNT IS NECESSARY TO ENTER OR WIN THE WINSOME WEEKLY SWEEPSTAKES. A PURCHASE, PAYMENT, OR ACCOUNT LINKING WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED BY LAW.

3.3 SWEEPSTAKES OFFICIAL RULES. The Sweepstakes described in this Section 3 is governed by a separate set of official rules (the "Official Rules"), available at winsomerewards.com/legal/official-rules, which are incorporated into these Terms by reference. The Official Rules include eligibility requirements (including age and geographic restrictions), the method and mechanics of entry, prize descriptions, and other terms governing your participation, and are subject to change by Sponsor from time to time as described therein; the version of the Official Rules in effect during the applicable Entry Period governs that Entry Period. It is your responsibility to review the Official Rules to determine whether you are eligible to participate and to understand the terms that apply. By participating in the Sweepstakes, you agree to comply with and be bound by the Official Rules, in addition to these Terms. In the event of any conflict between this Section 3 and the Official Rules, the Official Rules control. See also Section 5 (Sweepstakes, Contests and Promotions) below, which applies more generally to any other promotions Winsome may offer from time to time.

4. PRIZE REDEMPTION

4.1 PRIZE REDEMPTION. Entries you earn, whether through the Winsome app or the Alternate Method of Entry, are automatically entered into the applicable weekly Sweepstakes drawing described in the Official Rules; no additional action is required to apply or redeem your entries in order to be eligible to win. If you are selected as a potential winner, you must receive your Prize within the Winsome app and link your bank or debit account to Winsome, except that entrants who earned some or all of their entries through the Alternate Method of Entry and do not have a Winsome Account may instead receive their Prize in accordance with the winner verification and Prize delivery process described in the Official Rules. Regardless of how you earned your entries or how you receive your Prize, you may be asked to confirm information about yourself and/or your household as a condition of redemption.

4.2 LIMITATIONS. Once you have earned enough entries and are selected as a winner, as described in the Official Rules, you will receive a Prize. Prizes:

Are issued in the form of a virtual prepaid or stored-value card, redeemable at merchants that accept the applicable card network, as specified on the Platform; are not redeemable for cash, check, or direct deposit, and are not reloadable;
Cannot be transferred or sold/purchased; and
Will be sent via email to the email address we have on file and cannot be sent to another email address.

4.3. DURATION TO RECEIVE PRIZE. Winsome will attempt to process Prize delivery within two to three days of their submission. If you have not received a communication or your Prize from us within that time period, please contact support@winsomerewards.com.

4.4. FRAUDULENT ACTIVITY. If Winsome detects any fraudulent activity or activity that does not align with the intended use and nature of the app in your Winsome Account, Winsome may withhold delivery of your Prize. If you have questions about any potential fraudulent activity associated with your Winsome Account, please contact support@winsomerewards.com.

5. SWEEPSTAKES, CONTESTS AND PROMOTIONS

Any sweepstakes, contests or other promotions (collectively, “Promotions”) that may be offered via the Winsome Service may be governed by a separate set of rules that may have eligibility requirements, such as certain age or geographic area restrictions, terms and conditions governing the Promotions, use of submissions, and disclosures about how your personal information may be used. It is your responsibility to read these rules to determine whether or not you want to and are eligible to participate, register and/or enter, and to determine the applicable terms and conditions of the Promotion. By participating in a Promotion, you will be subject to those official rules, and you agree to comply with and abide by such rules.

6. THIRD PARTY ACCOUNT INFORMATION AND WEBSITES

To use certain aspects of the Services, you must give Winsome permission to retrieve your rewards or loyalty account information maintained by third party retailers or brands with which you have relationships, maintain accounts or engage in financial transactions (“Third-Party Account Information”). We will use this information to provide you with the Winsome Services that you request, for our own internal business purposes and to offer you other Winsome products and services that may be of interest to you. By using the Services, you authorize Winsome, as well as third-party service providers acting on Winsome’s behalf, to access your Third-Party Account Information, on your behalf as your agent, and you expressly authorize these third parties to disclose Third-Party Account Information to us.

The Winsome platform may include advertisements from third party retailers or brands that may be presented to you. If you click on an advertisement and make a purchase through our platform, we may receive a commission or other compensation from the advertiser. This does not affect your purchase price or the content of our recommendations. We strive to keep our content honest and unbiased.

You agree that you are responsible for maintaining the security of the passwords and usernames that you use to access any third-party sites and will keep those passwords and usernames up-to-date on the Platform. Winsome does not review Third-Party Account Information for accuracy, legality or non-infringement. Additionally, Winsome is not responsible for your Third-Party Account Information or products and services offered by or on third-party sites.You understand that any Third-Party Account Information displayed through the Services will be the information we most recently accessed, and that this information may not reflect pending transactions or other recent activity.

Winsome may, from time to time, include links to non-Winsome third-party websites or an affiliated merchant’s mobile app (which may also require you to download such mobile app). The linked sites or apps are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply our endorsement of, sponsorship of, or affiliation with the linked site. For more information on the terms and practices of each linked site, please refer to the site’s terms and conditions.

7. PROPRIETARY MATERIAL AND OWNERSHIP

All the text, images, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content on the Winsome Platform or Services (collectively, the “Winsome Content”), and all software embodied or used in the Winsome Platform or Services (“Software”) is proprietary to us or to third parties and are protected by copyright and other intellectual property laws. Except as otherwise expressly permitted by these Terms, any use, exploitation, copying, making derivative works, transmitting, posting, linking, deep linking, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of the Software or Winsome Content is prohibited.

8. LICENSE TO USE THE WINSOME SERVICE

We authorize you to access, view and use Winsome Content and Software (collectively, “Property”) solely to the extent necessary for you to use the Winsome Platform and Service. You may not remove any copyright, trademark or other proprietary notices that have been placed on the Property. Except as expressly permitted by these Terms, any modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting the Property in any way is strictly prohibited.

You agree, and represent and warrant, that your use of the Winsome Platform, Service and Property will be consistent with the foregoing license, covenants and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the Winsome Platform and Service, the Property or your use of them, and that in using the Winsome Platform and Service you will not engage in any conduct that restricts or inhibits any other person from using or enjoying the Winsome Platform and Service.

You are responsible for obtaining and maintaining the computer, smartphone and other equipment you use to access the Winsome Platform and Service, and for paying for such equipment and any telecommunications charges.

9. FEEDBACK SUBMITTED TO WINSOME

We would like to hear from you and welcome your comments about the Winsome Service and ways we can improve it. Please submit any comments at support@winsomerewards.com. If you submit ideas or suggestions for the Winsome Service (“Service Comments”), the Service Comments will be deemed, and will remain, our sole property. None of the Service Comments will be subject to any obligation of confidence and we will not be liable for any use or disclosure of any Service Comments.

10. PRIVACY POLICY

By agreeing to these Terms, you also consent to Winsome’s Privacy Policy, which details how we collect, handle, protect and disclose your information. We reserve the right to update the Privacy Policy at our discretion. Any changes made to the Privacy Policy are effective when the updates are made live on the Platform. The Winsome Privacy Policy is hereby incorporated by reference into, and made part of, these Terms.

11. WARRANTY EXCLUSIONS AND LIMITATIONS OF LIABILITY

We do not warrant that Winsome will operate error-free or without downtime. We may pause or interrupt the Winsome Service at any time, and users should expect periodic downtime for updates to the Winsome Service. Because we do not control the security of the Internet, or other networks you use to access Winsome, we are not responsible for the security of information that you choose to share with us while it is being transmitted. Additionally, we are not responsible for any data lost during transmission. Your sole and exclusive remedy, and our sole and exclusive liability, for any breach of these Terms or for any other cause of action shall be (at our option) to remedy the failure or to give you a credit for the amounts that may be owed to you as an award.

WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE SERVICES, INCENTIVES AND THE PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (iii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICES OR THE PROPERTY, AND (iv) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICES OR THE PROPERTY. No advice or information, whether oral or written, obtained by you from or through the Winsome Service will create any warranty not expressly stated herein.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICES OR THE PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

OUR MAXIMUM LIABILITY TO YOU FOR ANY DAMAGES OR LIABILITY ARISING IN CONNECTION WITH THE SERVICE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE A CREDIT OF ANY AMOUNT OWED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

12. ARBITRATION

PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND WINSOME. YOU HAVE THE RIGHT TO REJECT THIS ARBITRATION AGREEMENT AS PROVIDED BELOW. THIS ARBITRATION AGREEMENT WILL APPLY TO YOU UNLESS (A) YOU ARE ELIGIBLE TO RECEIVE BENEFITS UNDER THE MILITARY LENDING ACT BY BEING A COVERED MEMBER OF THE MILITARY PERSONNEL OR YOU ARE A SPOUSE OR LEGAL DEPENDENT OF A COVERED MEMBER OF MILITARY PERSONNEL AT THE TIME YOU OPEN YOUR ACCOUNT OR (B) YOU PROMPTLY REJECT THE ARBITRATION AGREEMENT IN ACCORDANCE WITH THE REQUIREMENTS OUTLINED IN SECTION 12.3.

12.1 Election to Arbitrate. You and Winsome agree that the sole and exclusive forum and remedy for resolution of a Claim will be final and binding arbitration pursuant to this Section 12 (the "Arbitration Agreement"), unless you opt out as provided in Section 12.3 below. The scope of this Arbitration Agreement is to be given the broadest possible interpretation that is enforceable.

As used in this Arbitration Agreement, "Claim" means any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you) and Winsome, including without limitation disputes relating to or arising out of these Terms, and/or the activities or relationships that involve, lead to, or result from these Terms, including your relationship with us and your use of the Platform or the Services. "Claim" has the broadest reasonable meaning and includes matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. It includes any claim, defense, or dispute concerning the formation, existence, validity, enforceability, revocation, or scope of this Arbitration Agreement, any part thereof, or the entirety of the Terms. Claims are subject to arbitration regardless of whether the remedy sought is legal or equitable, including claims for compensatory, monetary and/or punitive damages, restitution and/or disgorgement, injunctive relief, and regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, regulation, ordinance, common law, or principles of equity; a data breach; or otherwise. Nonetheless, You may continue to assert Claims in small claims court if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. You or Winsome may also seek equitable relief in court for infringement or other misuse of intellectual property rights.

This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms or any prior version of these Terms.

12.2 Applicable Law; Arbitrator's Powers. This Arbitration Agreement governs transactions involving interstate commerce. Accordingly this Arbitration Agreement shall be governed by the Federal Arbitration Act ("FAA") and not by any state law concerning arbitration. The arbitrator shall follow applicable substantive law to the extent consistent with the FAA and applicable statutes of limitation and privilege rules that would apply in a court proceeding, and shall be authorized to award all remedies available in an individual lawsuit under applicable substantive law, including, without limitation, compensatory, statutory, and punitive damages (which shall be governed by the constitutional standards applicable in judicial proceedings), declaratory, injunctive and other equitable relief, and attorneys' fees and costs. Upon the timely request of either party, the arbitrator shall write a brief explanation of the basis of his or her award. The arbitrator will follow rules of procedure and evidence consistent with the FAA, this Arbitration Agreement, and the Administrator's rules. The arbitrator shall take steps to reasonably protect confidential information, consistent with Section 12.12 of these Terms.

If you reside in the U.S. (and as applicable to U.S. residents), certain portions of this section are deemed to be a "written agreement to arbitrate" under the FAA. You and Winsome agree that we intend that this section satisfies the "writing" requirement of the FAA.

12.3 Opt-Out of Arbitration Agreement. You may opt out of this Arbitration Agreement for all purposes by sending an arbitration opt-out notice to support@winsomerewards.com, within thirty (30) days of the date that you receive notice of the Terms or electronically accept the Terms. The opt-out notice must: clearly state that you are rejecting arbitration; provide your name, address, phone number, and Login ID; and be signed by you. We must receive your opt-out notice at the specified email address (support@winsomerewards.com) and within the specified 30-day period. No other methods can be used to opt out of this Arbitration Agreement. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt-out notice on your behalf. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

12.4 Informal Dispute Resolution. You agree that before filing any claim in arbitration, you must provide notice of your dispute by sending an email to support@winsomerewards.com. The notice must be signed by you and provide: (1) your name and contact information (including mailing address, telephone number, email address, and Login ID, and any other iterations thereof that are associated with the dispute); (2) a description of the factual basis of your claim; (3) the date of any purchase, transaction, or interaction at issue, and relevant transaction amounts and documentation or screen captures if available; and (4) the resolution or relief you are seeking to resolve the dispute. Any such notice must be on your behalf only and cannot be combined with any dispute or claim on behalf of other individuals. If the notice described in this section is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the notice on your behalf.

You agree to allow sixty (60) days following submission of the notice for Winsome and you to attempt to resolve the dispute before you initiate an arbitration. Any relevant limitations period and other fees or deadlines shall be tolled during this sixty (60) day period. During this time, you and Winsome must hold at least one telephonic or video dispute resolution conference. The telephonic or video dispute resolution conference must be individualized, such that a separate conference must be held for each complainant. If either you or Winsome is represented by counsel, that counsel may participate, but you and a corporate representative from Winsome must also personally appear at and participate in the dispute resolution conference.

Compliance with this pre-arbitration informal dispute resolution process is a prerequisite and condition precedent to initiating court or arbitration proceedings. Unless prohibited by law or applicable rules, an arbitration administration provider cannot accept or administer an arbitration, nor assess any fees, until the requirements of this Section 12.4 are met.

12.5 Arbitration Procedures. The party initiating arbitration shall do so in the American Arbitration Association (the "AAA"), and the AAA's rules and procedures (including their Consumer Arbitration Rules, Commercial Arbitration Rules, and Mass Arbitration Supplementary Rules, as applicable) will be used. If something in these Terms is different than or inconsistent with the AAA's rules and procedures, then we will follow these Terms. You can review the AAA's rules and procedures at www.adr.org/rules, or you can call the AAA at 1-800-778-7879.

To initiate an arbitration, the complaining party must provide the other party with a written Demand for Arbitration as specified in the applicable AAA rules. The AAA provides applicable forms for Demands for Arbitration (Commercial Arbitration Demand and Consumer Arbitration Demand), and a separate affidavit for waiver of fees for California residents only is available at https://adr.org/sites/default/files/Waiver_of_Fees_CA_Only.pdf. If one party starts or threatens a lawsuit, the other party can demand arbitration. This demand may be given after a lawsuit has been filed and may be given in papers or motions in the lawsuit. It can be made if a party starts a lawsuit on an individual basis and then tries to pursue a class action or public injunctive relief. Once an arbitration demand is made, no lawsuit can be brought and any existing lawsuit must stop.

The AAA will appoint the arbitrator in accordance with its rules. However, unless the parties agree otherwise, the arbitrator must be a retired or former judge or a lawyer with at least ten (10) years of experience. The arbitration will be held in the United States county where you live or work, or any other location to which we mutually agree. The arbitration shall be conducted according to the rules and policies of the AAA, except to the extent the rules conflict with these Terms or applicable law. However, the arbitrator may, in its discretion, conduct special hearings at any other place for the purpose of receiving evidence that would otherwise be unavailable at the situs of the arbitration, or for the convenience of the parties or witnesses, and that the place for the special hearing selected by the arbitrator shall also be deemed a place where the arbitrator "[is] sitting" for purposes of Section 7 of the FAA. The arbitrator or any of the parties to the arbitration or any party may attend any hearing telephonically or electronically. The telephonic or electronic, adjudicative (as opposed to physical) presence of the arbitrator at a hearing satisfies the "[is] sitting" requirement of Section 7 of the FAA.

12.6 Arbitration Fees. Except as set forth in this Section, Winsome may pay the filing costs and administrative fees associated with arbitration if you can demonstrate that you are unable to afford the costs or fees. However, each party shall bear the expense of its own attorneys' fees, experts, and witnesses except as otherwise provided by law, and except that an arbitrator (or a Process Arbitrator, in a mass arbitration under Section 12.9) may order fee- and/or cost-shifting if it finds that a claim, a counter-claim, or the relief sought are frivolous or brought for an improper purpose, as measured by the standards set forth in Federal Rule of Civil Procedure 11. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

This Section 12.6 is not applicable if your claim is one of more than five (5) similar claims asserted against Winsome where representation is consistent or coordinated across the cases, and is limited to those claims valued under $75,000.00.

12.7 Appeals. Within thirty (30) days of a final award by the arbitrator, any party may appeal an award for reconsideration by a three-arbitrator panel selected according to the rules of the Administrator. In the event of such an appeal, any opposing party may cross-appeal within thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Agreement and the Administrator's rules, in the same way as the initial arbitration proceeding. Any final award by the individual arbitrator that is not appealed within thirty (30) days, and any panel award on appeal, shall be final and binding, except for any appeal right under the FAA, and may be entered as a judgment in any court of competent jurisdiction.

12.8 No Class or Representative Actions. Except for the mass arbitration procedures set forth in Section 12.9, NO ARBITRATION SHALL PROCEED ON A COMBINED, CONSOLIDATED, MASS, CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not: (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No Administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 12.8, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable.

You further agree that in arbitration, injunctive relief shall be limited to such relief as is necessary to remedy your own alleged injury or to prevent future injury to you alone. Any arbitral award on a class basis shall be void and shall not be subject to confirmation and no judgment shall enter thereon. An injunction granted in arbitration may provide only such relief as is necessary to remedy injury to you or to protect you alone from future injury; no judgment or order shall be entered by a court to enforce an award of the Administrator for broader injunctive relief.

Nothing in this Arbitration Agreement precludes you from seeking public injunctive relief in court. If you seek public injunctive relief, you may bring that claim in court, but you further agree that we may treat such a claim as a Claim within the meaning of this Arbitration Agreement, and that we would then have the right to demand arbitration, and if you refuse our demand, to move to enforce arbitration on an individual basis in accordance with this Arbitration Agreement pursuant to the FAA. Notwithstanding any other provisions of this Arbitration Agreement, the Court and not the arbitrator shall decide whether the FAA requires that the public injunctive relief claim be referred to arbitration on an individual basis. If we bring and lose that motion, your claim for public injunctive relief will be heard in court but you agree to stay your claim in court for public injunctive relief pending (a) exhaustion of our right to appeal from the ruling against us, and (b) completion of arbitration of all other Claims. If we win our motion, your claims for public injunctive relief will be decided in accordance with the terms of this Arbitration Agreement, meaning that the arbitrator can award only such injunctive relief as is necessary to remedy your own alleged injury or to prevent future injury to you alone.

In the event that twenty-five (25) or more demands for arbitration are filed by a shared counsel, Parties will comply with the AAA's "Mass Arbitration Supplementary Rules," which may be found here.

12.9 Mass Arbitration. The following batching process and the AAA Mass Arbitration Supplementary Rules shall apply when twenty-five (25) or more similar demands are asserted against Winsome and where representation of the claimants is consistent or coordinated across the cases.

At the outset of such disputes, you and Winsome agree to delegate to a Process Arbitrator all matters listed as within the scope of a Process Arbitrator's authority under the Mass Arbitration Supplemental Rules, as well as disagreements concerning the validity, enforceability, and applicability of these terms, and any other matters that the parties mutually agree to delegate. To the extent permitted by law and applicable AAA rules, the parties also agree to hold joint case management conferences and joint hearings, and to the filing of joint briefs and other papers, before the Process Arbitrator, provided that each claimant is given the opportunity to raise and/or respond to any individualized issues specific to that claimant.

For disputes under this Section that proceed to a Merits Arbitrator, counsel for the claimants and counsel for the respondent shall each select five (5) cases (per side) to proceed on an individual basis as part of a batching process. Any other claims that have complied with the procedures in Sections 12.4 and 12.5 shall not continue or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims, until they are selected to proceed as part of this batching process. You and Winsome agree that a single arbitrator shall preside over each batch of cases. After decisions have been rendered in the first ten (10) cases, Winsome and all known claimants shall engage in a mediation. If the parties are unable to resolve the remaining cases in mediation, each side shall select another ten (10) cases (per side) to proceed on an individual basis as part of a second batching process. The parties may agree in writing to modify the number of cases to be included at each stage of the batching process. After decisions have been rendered in this second batch of cases, Winsome and all known claimants shall engage in a second mediation. If the parties have not resolved the remaining disputes at the close of the second mediation, any claimant whose demand has not been adjudicated, or Winsome, may elect to opt out of the arbitration by providing notice to opposing counsel, and if the claimant or Winsome wishes to proceed with the claim they may file an individual, non-class action in court. For those claimants who do not opt out, their claims will proceed in arbitration in continued batches of up to one-hundred (100) demands. To increase the efficiency of administration and resolution of arbitrations, and as permitted by law and the relevant rules and procedures, the AAA shall: (i) designate a single Merits Arbitrator for each batch; and (ii) provide for a single filing fee per side per batch; (iii) allow joint case management conferences and joint hearings, and such other coordinated procedures as the arbitrator deems appropriate, while still providing each claimant with the opportunity to raise and/or respond to any individualized issues.

This batching process shall in no way be interpreted as authorizing class or representative arbitration or litigation of any kind. Winsome does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this section. Any limitations periods and filing fees and deadlines shall be tolled for each demand subject to this section from the time that the AAA filing requirements are satisfied with respect to that demand, until the date the arbitration is closed.

If any dispute arises between the general AAA consumer or commercial rules and the Mass Arbitration Supplementary Rules, the Mass Arbitration Supplementary Rules shall control. A court shall have authority to enforce this section and, if necessary, to enjoin the mass filing or prosecution of arbitration demands in violation thereof.

12.10 Survival and Severability of Arbitration Agreement. This Arbitration Agreement shall survive the termination of these Terms, your fulfillment or default of your obligations under the Terms, and/or your or our bankruptcy or insolvency (to the extent permitted by applicable law). If any portion of this Arbitration Agreement other than the class action waiver in Section 12.8 is deemed invalid or unenforceable, the remaining portions of this Arbitration Agreement shall nevertheless remain valid and in force. As such, if there is a final judicial determination that applicable law precludes enforcement of this Arbitration Agreement's limitations as to a particular Claim for relief or particular term, then that Claim (and only that Claim) or that term (and only that term) must be severed from the Arbitration Agreement and may be brought in court. However, if an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 12.8 are finally adjudicated to be unenforceable, then every other sentence (except this one) in the Arbitration Agreement shall be null and void with respect to that Claim and no arbitration shall be had. For avoidance of doubt, to the extent any court or arbitrator concludes that the provisions of this Arbitration Agreement regarding public injunctive relief are invalid or unenforceable, the remainder of this Arbitration Agreement shall nevertheless remain valid and in force. Rather, those provisions relating to public injunctive relief must be severed and the claim for public injunctive relief must be brought in court.

12.11 Judicial Forum for Claims. Except as otherwise required by applicable law, in the event that this Arbitration Agreement is found not to apply to you or your Claim, you and Winsome agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Cook County, Illinois. Both you and Winsome consent to venue and personal jurisdiction there.

12.12 Confidentiality. The existence and content of the arbitration proceedings, including documents and briefs submitted by the parties, any correspondence with or hearings before the AAA, and correspondence, orders, and awards issued by the arbitrator, will remain strictly confidential and will not be disclosed to any third party without the express written consent from the other party, unless disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings or legal proceedings.

12.13 WAIVER OF JURY TRIAL; WAIVER OF RIGHT TO LITIGATE. BOTH PARTIES KNOWINGLY AND VOLUNTARILY WAIVE OUR RIGHTS TO A JURY TRIAL AND TO LITIGATE OUR CLAIMS BEFORE A COURT.

12.14 Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Winsome makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Winsome at support@winsomerewards.com. If you do not reject the change within that thirty (30) day period, you will be bound by the modified Arbitration Agreement. Rejection of a future change does not revive or affect a prior rejection of this Arbitration Agreement, and does not otherwise affect the validity of these Terms.

13. SUSPENSION, MODIFICATION OR TERMINATION

We reserve the right to suspend your Winsome Account and/or access to the Winsome Platform or Services at any time. We reserve the right to terminate or modify these Terms, terminate the Winsome Service or modify any features or aspects of the Winsome Service, or modify its policies at any time. If you win a Prize or use the Winsome Service, you shall be bound by the version of the Terms in effect at the time of your Prize. If we make changes that materially affect your use of the Winsome Service, we will post a notice of the change on or within the Winsome Platform. You are under an obligation to review the current version of these Terms and other published policies before using the Service. WE WILL HAVE NO LIABILITY WHATSOEVER ON ACCOUNT OF ANY CHANGE TO THE SERVICES OR ANY SUSPENSION OR REVOCATION OF YOUR ACCESS TO OR USE OF THE SERVICES, PROVIDED THAT IF WE TERMINATE YOUR ACCESS TO THE SERVICES OTHER THAN FOR YOUR BREACH OF THESE TERMS, YOU MAY BE ENTITLED TO HAVE ANY PRIZE YOU HAVE WON DISTRIBUTED, AS DESCRIBED IN THE TERMS. You may terminate your account at any time through the Winsome App. If you are unable to log-in to the Help Center, please send an email to support@winsomerewards.com.

Upon termination of these Terms: (a) in accordance with the applicable End User License Agreement, your license rights will terminate and you must immediately cease use of the Services and (b) you will no longer be authorized to access your account or the Services.

14. FORCE MAJEURE

In no event shall we be liable for any failure to comply with these Terms to the extent that such failure arises from factors outside our reasonable control.

15. THIRD PARTY BENEFICIARIES

The provisions of these Terms are entered into for the benefit of us and our third party licensors and each of them shall have the right to enforce such provisions of these Terms directly against you to protect their interests. Except as stated in the preceding sentence, there shall be no third party beneficiaries to these Terms.

16. MISCELLANEOUS PROVISIONS

No delay or omission by us in exercising any of our rights related to noncompliance or default by you with respect to any of the terms and conditions of these Terms will impair any such right or be construed to be a waiver thereof. Any waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, then these Terms will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, these Terms set forth the entire agreement between us regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. You shall not assign or transfer these Terms or any right or obligation hereunder to any third party.

17. CHOICE OF LAW

Any disputes arising out of or related to these Terms and/or your use of Winsome shall be governed by the laws of the State of Illinois, without regard to its choice of law rules and without regard to conflicts of laws principles (except that the Arbitration provisions in Section 12 shall be governed by the Federal Arbitration Act).

18. GENERAL

18.1 CHANGES. These Terms are subject to occasional revision, and we reserve the right to charge fees for accessing and using the Service in the future. If we make any substantial changes, we may require you to accept the changes, notify you by sending you an email, as explained in Section 18.7, and/or by prominently posting notice of the changes on the Services. Any changes to these Terms will be effective upon the earliest of when you provide your acceptance of the changes, thirty (30) calendar days following our email notice to you (if applicable), and thirty (30) calendar days following our posting of notice of the changes on the Service. The changes will be effective immediately for new users of the Service. Continued use of our Service following notice of such changes shall indicate your acknowledgement and acceptance of such changes and agreement to be bound by the terms and conditions of such changes.

18.2 EXPORT. The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to use, export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Winsome, or any products utilizing such data, in violation of the United States export laws or regulations.

18.3 DISCLOSURES. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

18.4 ELECTRONIC COMMUNICATIONS. The communications between you and Winsome use electronic means, whether you use the Service or send us emails, or whether Winsome posts notices on the Service or communicates with you via email. For contractual purposes, by using the Services you: (a) consent to receive communications from Winsome in an electronic form as further described in our Privacy Policy; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Winsome provides to you electronically satisfy any legal requirement that such communications would satisfy if it were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights. In accordance with this Section 18.4, we may also communicate with you via SMS. By providing us with your contact information, you agree that we may contact you at the address, email or other contact information provided.

Please note that message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

You can cancel the SMS service at any time. Just text “STOP” to the short code. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending you SMS messages again.

18.5 QUESTIONS, COMPLAINTS OR CLAIMS. If you have any questions, complaints or claims with respect to the Service, please contact us at support@winsomerewards.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

18.6 TAXES. You agree that you are solely responsible for ascertaining and complying with any tax obligations you may have in connection with your use of the Service.

18.7 NOTICE. Where Winsome requires that you provide an email address, you are responsible for providing Winsome with your most current email address. In the event that the last email address you provided to Winsome is not valid, Winsome's dispatch of the email containing such notice will constitute effective notice. You may give notice to Winsome by regular mail at the address provided in Section 18.10. Such notice shall be deemed given when received by Winsome by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

18.8 INTERNATIONAL USERS. The Service can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Winsome intends to announce such services or content in your country. The Service is controlled and offered by Winsome from its facilities in the United States of America. Winsome makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.

18.9 ENTIRE AGREEMENT. These Terms constitute the entire agreement between you and Winsome regarding the use of the Service. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Winsome’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Winsome may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

18.10 NOTICE TO CALIFORNIA RESIDENTS. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

18.11 CONTACT INFORMATION. If you have questions regarding the Terms or the practices of Winsome, please contact us by email at support@winsomerewards.com or by regular mail at: Winsome Rewards, 200 N. LaSalle St., Ste 2000, Chicago, IL 60601.

Terms of Service