De Soi REWARDS - TERMS AND CONDITIONS

(LAST UPDATED October 31, 2026)

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY REGISTERING FOR, RECEIVING, OR USING A De Soi REWARDS LOYALTY ACCOUNT OR OTHERWISE PARTICIPATING IN A De Soi REWARDS PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION SECTION (INCLUDING ARBITRATION AGREEMENT, CLASS ACTION WAIVER, JURY TRIAL WAIVER, GOVERNING LAW, AND VENUE) INCLUDED BELOW, THAT AFFECT YOUR LEGAL RIGHTS, AND ANY ADDITIONAL TERMS INCORPORATED HEREIN BY REFERENCE. IN ARBITRATION, THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.  IF YOU DO NOT AGREE TO THESE TERMS, DO NOT REGISTER FOR, RECEIVE, OR USE A De Soi REWARDS LOYALTY ACCOUNT, OR OTHERWISE PARTICIPATE IN ANY De Soi REWARDS PROGRAM.    

GENERAL APPLICATION OF TERMS; PRIVACY

These Terms and Conditions (the “De Soi Rewards Terms”) apply to any access to and/or participation in the De Soi rewards programs (“De Soi Rewards”) Please read De Soi’s online Terms of Use located at https://www.drinkdesoi.com/terms, which are incorporated herein by this reference, before participating in De Soi Rewards. These Terms and Conditions are entered into by the participant in the De Soi Rewards program (“participant” “you” “your”) and CMG Strategy Co., LLC (“De Soi” “we” “us” “our”). De Soi Rewards program is subject to the Terms of Use, and is  one of the “Services” as that term is used in the Terms of Use. In the event there is a direct conflict or inconsistency between these De Soi Rewards Terms and the Terms of Use, these De Soi Rewards Terms will prevail, govern and control with respect to any aspect of De Soi Rewards. These De Soi Rewards Terms do not otherwise alter the terms or conditions of any other agreement you may have with De Soi for other products and services, or the terms or conditions of any other promotional offers or programs conducted by De Soi outside the context of De Soi Rewards except as otherwise specifically provided herein. Information collected in connection with De Soi Rewards is governed by the De Soi Privacy Policy, which is expressly incorporated by reference. Please read the De Soi Privacy Policy at https://www.drinkdesoi.com/privacy carefully to understand how De Soi collects, uses and discloses information about customers and how to update or change your personal information and/or the ways De Soi communicates with you.

ELIGIBILITY

De Soi Rewards is open to legal residents of the 50 United States of America and Washington, D.C. who are 13 years of age or older.  De Soi Rewards and earned loyalty points are intended for personal use only. Commercial use is prohibited. De Soi Rewards is not targeted toward, nor intended for use by, anyone under the age of 13. If you are age 13 through 17, you may participate in De Soi Rewards only with the permission and under the supervision of a parent or legal guardian who has read these De Soi Rewards Terms with you and agrees to be bound by them directly and on your behalf.

HOW De Soi REWARDS WORKS

Participants in De Soi Rewards may accumulate loyalty “points” that entitle the participant to De Soi Rewards benefits.  Redemption of points is subject to availability, and points may not be redeemed in combination with other promotions, special offers, discounts, or coupons unless specifically allowed by the terms of a specific promotion. Loyalty points are awarded with each qualifying purchase in relation to the amount spent on De Soi’s website (https://www.drinkdesoi.com). Purchases begin accumulating points upon signing up for the Rewards Program at the time of a qualifying purchase.

The De Soi Rewards program is offered for loyalty and promotional purposes only, and may not be used by any participant for business or commercial purposes. 

HOW TO ENROLL

To enroll in De Soi Rewards and begin accumulating points, you must create an account and agree to participate in the DeSoi Rewards.  Participants who have not created an account may do so through the website located at https://www.drinkdesoi.com/rewards. Participants who already have an account can join De Soi Rewards by updating their Profile preferences to opt in to participating in De Soi Rewards. You will also be automatically enrolled in the De Soi Rewards program by placing an order through the De Soi website on or after the “last updated” date listed at the top of these Terms.

When you create an account or agree to participate in the DeSoi Rewards, you may, but are not required to, opt-in to receive text messages or marketing communications via SMS. Participants who elect to opt-in to receive text messages and marketing communications via SMS acknowledge that De Soi or its designee may send them commercial text messages using automated technology and agree to that type of contact. Wireless service providers may charge participants for each text message, including any error message, that is sent and received in connection with De Soi Rewards. Participants should consult their wireless service provider’s pricing plan for details. Participants can opt out of SMS communications at any time.

Registration requires you to provide your first name, last name, password, email address (required in order to receive all eligible Rewards), mobile telephone number, birthday, and marketing preferences, and you may also be provided the opportunity to provide other information.

If you change your account country to one that is not located within the 50 United States or Washington, D.C., your De Soi Rewards account will be deactivated. Once deactivated, you will no longer be able to accumulate points or receive or redeem Rewards under your De Soi Rewards account. Previously credited points and Rewards may also expire as described below.

You may have only one De Soi Rewards account registered to you, and additional accounts in your name or otherwise controlled by you may be deactivated by De Soi in its sole discretion.

ACCUMULATING POINTS

You may earn points for any qualifying purchase made on and after your date of enrollment in De Soi Rewards. To receive credit for a qualifying purchase and accumulate points, you must be signed into your De Soi account and enrolled in the De Soi Rewards program at the time of payment for a qualifying purchase transaction. Points will not be awarded for online purchases if you order or check out as a guest and not via your De Soi Rewards account. De Soi reserves the right to retroactively award points not meeting these conditions in its sole discretion and only upon provision of a valid receipt by you regarding such purchase; however, points will not be awarded for (i) purchases occurring prior to your enrollment in De Soi Rewards; or (ii) purchases made more than thirty (30) days prior to a request made to De Soi for such credit. In order to earn points, qualifying purchases must be paid with a valid debit or credit card, mobile wallet, or with a valid De Soi gift card. We determine the eligibility of your qualifying purchases, and grant points, at our sole and absolute discretion. Points will be considered earned and available for your use or redemption, when they are displayed by us in your account. 

If you buy De Soi products on a third-party website, such as Amazon.com, or at a third-party merchant location, you may earn points by taking a photo of your receipt, and uploading it through our mobile application.  To earn points on these purchases, the receipt you submit must clearly itemize your purchase of one or more De Soi products and we must verify your purchase, in our sole and absolute discretion.

Some exclusions apply. For example, purchases of De Soi gift cards (including activations or reloads) do not earn points. Taxes, tips, donations, and fees, including, without limitation, delivery fees, bag fees, service fees, convenience fees, and recycling deposits, will also be excluded from a purchase total when computing qualifying purchases. Purchases of De Soi products outside of the United States and Washington, D.C. are not qualifying purchases and do not earn points, regardless of whether a De Soi Rewards account is presented at the time of purchase. We may change the criteria for qualifying purchases, and exclusions, at any time in our sole discretion. Points are awarded for loyalty and promotional purposes only, and may not be purchased in exchange for cash or any other value. 

If you void, return, cancel, or obtain a refund for a qualifying purchase for which you earned points, De Soi reserves the right to deduct the points associated with that purchase from your account.

REWARDS

De Soi points may be redeemed for rewards offered in the Rewards Exchange and through other opportunities presented to you by De Soi from time to time (“Rewards”).  Once a De Soi Rewards participant accumulates the number of points needed for a Reward, the participant can redeem their points in the Rewards Exchange section of their account. A digital Reward code associated with a valid De Soi Rewards account will be required to redeem points for any Reward. When points are redeemed for a Reward is, the points redeemed for  that Reward will be deducted from the account. De Soi points and Rewards are not redeemable for cash and have no cash or cash equivalent value. De Soi points and Rewards are non-transferrable and may not be transferred, gifted, donated, devised, or inherited by law or otherwise, except as explicitly set forth in these De Soi Rewards Terms. Points will be void upon a transfer or attempt to transfer.

De Soi may offer participants various other opportunities to use or redeem their points for Rewards (e.g., for De Soi Goods merchandise, or to allow a participant to indicate that they would like to surrender points to De Soi in exchange for De Soi making a donation to a charitable organization identified by De Soi). If a participant elects to surrender points in support of a charitable organization, De Soi will make a charitable contribution to the applicable charitable organization in accordance with the terms of that applicable offer. The participant will not be treated as making a charitable contribution and will not be entitled to a charitable contribution deduction as a result of redeeming or surrendering points.

Additional terms and conditions may apply to certain promotions, Rewards, and redemption opportunities, and these terms will be provided to you before or at the time of the opportunity or redemption opportunity. By proceeding with the redemption or otherwise participating, you agree to such additional terms, and you will continue to be bound by these De Soi Rewards Terms. 

Once your points have been redeemed, they are gone, and there are no refunds, returns, or exchanges for additional points, cash, or other goods and services, even if you return the Reward or other item(s) that your points were redeemed toward.

Rewards expire if not used within 365 days  after they have been added to a participant’s account. Redemption of Rewards is subject to availability of the selected Rewards at the time of redemption. De Soi may change the available Rewards for which you may redeem points at any time, in its sole discretion.  De Soi may also change the rate at which you may earn or redeem points, the number of points you need to redeem a Reward, and the benefits associated with a Reward, at any time.  

Rewards may be subject to additional terms, conditions, restrictions, or limitations, which may be disclosed in conjunction with the opportunity to redeem points for such Rewards, or added to these De Soi Rewards Terms from time to time.  An opt in or activation may be required for particular Rewards, as specified in the announcement of, and/or any terms and conditions for, such Rewards.

Rewards may be manufactured, shipped, designed or otherwise provided by a third-party.  

THE DE SOI REWARDS PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL COMPONENTS.

TRACKING YOUR ACCOUNT; POINTS EXPIRATION

De Soi Rewards participants can view and track qualifying purchases and available Rewards by logging into participant’s account at  https://www.drinkdesoi.com/rewards. Rewards points expire if the points are not used within 365 days after the points are added to your account. Points also expire on the date that your account is suspended or deactivated. 

SPECIAL OFFERS

De Soi may from time to time in its sole discretion make available to select or all participants in De Soi Rewards the opportunity to earn additional points, bonus Rewards, and/or digital achievement “badges” or other program features, through special offers, challenges, bonuses, or other promotions. The terms, conditions, benefits, and eligibility applicable to any such special offers will be determined by De Soi in its sole discretion and communicated to participants in conjunction with any such offers. An opt-in or activation may be required to participate in some such special offers, as specified in the announcement of, and/or any terms and conditions for, such special offers. Because any terms and conditions associated with any such special offers may be different from or in addition to provisions of these De Soi Rewards Terms, you should read any such terms and conditions carefully before participating.  Bonus Rewards may be subject to an expiration time and date that may be soon after the bonus Reward is deposited in an account.  De Soi may discontinue or alter the terms of any Rewards program special offers at any time.

LIMITATIONS, RESTRICTIONS, AND OTHER TERMS

Your De Soi Rewards number and any accumulated Rewards is personal to you and may not be sold, transferred, or assigned to, or shared with, family, friends, or others, or used by you for any commercial purpose. You may have only one De Soi Rewards account. 

De Soi’s determinations of participant eligibility or any questions or disputes arising under the De Soi Rewards Program, these De Soi Rewards Terms, or any other De Soi Rewards program rules or restrictions shall be final and binding and not subject to challenge or appeal. Other than as set forth in the Dispute Resolution section of these De Soi Rewards Terms, nothing in these De Soi Rewards Terms will limit De Soi from exercising any legal or equitable rights or remedies that it may have.

Without notice to you, De Soi reserves the right to suspend and/or terminate any De Soi Rewards account and/or your participation in De Soi Rewards if De Soi determines in its sole discretion that you have violated these De Soi Rewards Terms, you have more than one De Soi Rewards account, or that the use of your De Soi Rewards account is unauthorized, deceptive, fraudulent, unlawful, or intentionally subverts the purposes of these De Soi Rewards Terms. De Soi may, in its sole discretion, suspend, cancel, or combine accounts that appear to be duplicative. In the event that your participation in De Soi Rewards is terminated, then all accumulated points and Rewards in your account are void.

There are no membership fees associated with De Soi Rewards, although use of online services in conjunction with participation in De Soi Rewards programs may result in data charges, internet access fees, or similar expenses. Points, Rewards, account status, and other benefits accumulated under the De Soi Rewards program have no cash value and may not be redeemed for cash or sold, auctioned, bartered, brokered, purchased, transferred, assigned, or used to engage in any gambling activity. Any Rewards used or obtained in this manner by any person or entity may be confiscated or canceled.

There may be a limited number of a particular Reward available, and those Rewards will be delivered on a first-come, first-served basis. De Soi reserves the right to modify, amend, or revise the Rewards that are made available. Participants may not rely on the continued availability of a particular Reward. The number of points required to redeem any Reward may be substantially increased, any Reward may be withdrawn, and restrictions on any Reward or its redemption may be imposed by De Soi or the third party supplying the Reward. Physical Rewards will be shipped only to the United States address provided by the participant in their account and will not be shipped to any other person or address. De Soi reserves the right to substitute Rewards of comparable or greater value if any redeemed Reward becomes unavailable for any reason. Unless otherwise specified at the time of redemption, Rewards will be fulfilled within two weeks  from the date of redemption. Rewards pictured in point-of-sale, online, television and print advertising, promotional packaging, and other De Soi Rewards materials are for illustrative purposes only. The actual Reward may vary from the Reward pictured. 

De Soi is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, or providers, computer equipment, software, failure of any e-mail as a result of technical problems or traffic congestion on the Internet or at any website, or any combination thereof, including, without limitation, any resulting error in computing qualifying purchases or any unavailability of Rewards, or any injury or damage to any participant’s or any other person’s computer or mobile device related to or resulting from participation in De Soi Rewards. If, for any reason, the De Soi Rewards program is not capable of running as planned, including due to errors of any kind or nature, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of De Soi which corrupt or affect the administration, security, fairness, integrity, or proper conduct of any De Soi Rewards program, De Soi reserves the right in its sole discretion to cancel, terminate, modify, or suspend the De Soi Rewards program or otherwise respond to the circumstances as De Soi deems appropriate.

You are solely liable for any federal, state, or local taxes including making any required disclosures to the appropriate tax authority as a result of earning points or Rewards and remitting any applicable taxes to the appropriate tax authority.  Consult your tax advisor for additional information.

De Soi EMPLOYEE PARTICIPATION

De Soi may provide employees with a means by which employees can link their De Soi Rewards account to their status as a De Soi employee.  Eligible De Soi employees who choose to do so may be entitled to additional Rewards benefits as determined by De Soi from time to time.  De Soi employees may only link one De Soi Rewards account to their status as a De Soi employee.  Termination of employment with De Soi will also terminate the participant’s entitlement to any additional Rewards available only to De Soi employees.

CHANGES TO De Soi REWARDS

De Soi reserves the right to change, update and/or discontinue, in whole or in part, De Soi Rewards or any portion of the program, all or any portion of these De Soi Rewards Terms, and/or any policy, FAQ, guidelines or disclosures pertaining to De Soi Rewards, at any time in its sole discretion and without advance notice to you or any other participants. Unless otherwise specified, any changes or modifications will be effective immediately upon posting the revisions to these De Soi Rewards Terms to our website located at https://www.drinkdesoi.com/loyalty-terms, and you waive any right you may have to receive specific notice of such changes or modifications. If we change or modify the De Soi Rewards Terms, we will post the updated version to our website and revise the “last updated” date located at the top of these De Soi Rewards Terms. If you continue to participate in the De Soi Rewards program by earning points, redeeming points, logging into your account or otherwise participating in the program in any way after a change to these De Soi Rewards Terms, you will be deemed to have read, understood and unconditionally consented and agreed to such changes; therefore, you should review these De Soi Rewards Terms and applicable policies and FAQs frequently to understand the terms and conditions that apply to De Soi Rewards. If you do not agree to the De Soi Rewards Terms, you must stop participating in De Soi Rewards.

INDEMNIFICATION AND LIMITATION OF LIABILITY

You agree to indemnify De Soi and its shareholders, affiliates, subsidiaries, bank partners, agents, service providers, and each of their respective employees, officers, directors, agents, and service providers (“Indemnified Parties”) for all claims, demands, damages, losses, liabilities, penalties, costs or expenses,  (“Losses”) caused by, arising out of, in connection with, or related to your or their participation in the De Soi Rewards program and any related services made available to you by De Soi.  Except where prohibited by law, you also agree to release and hold harmless the Indemnified Parties from any and all Losses caused by, arising out of, in connection with, or related to your or their participation in the De Soi Rewards program and any related services made available to you by De Soi.

Except where prohibited by law, the Indemnified Parties shall not be liable for: (a) late, lost, delayed, stolen, or misdirected points or Rewards, (b) incomplete, unreadable, inaccurate, unintelligible, lost, or misdirected communications, (c) malfunction, failure, or unauthorized access of any communication system, software, or hardware used to provide the De Soi Rewards program, (d) any injuries, losses, or damages of any kind resulting from acceptance, possession, or use of a point or Reward, or from participation in the De Soi Rewards program, (e) any injuries, losses, or damages of any kind resulting from your purchase of goods or services from a qualifying merchant or (f) any printing, typographical, administrative, or technological errors in any websites or materials associated with the De Soi Rewards program.  De Soi disclaims any liability for damage to any system, software, or device resulting from participating in, accessing, or downloading information in connection with this De Soi Rewards program.  As a condition of entering the program, and unless prohibited by law, you agree that under no circumstances will you be entitled to any awards for any losses or damages, and you hereby waive all rights to claim punitive, incidental, consequential, and any other damages, and waive any and all rights to have damages multiplied or otherwise increased.  A waiver of rights may not apply to you in your jurisdiction of residence.  Additional rights may be available to you.

DISPUTE RESOLUTION – (INCLUDING ARBITRATION AGREEMENT, CLASS ACTION WAIVER, JURY TRIAL WAIVER, GOVERNING LAW, AND VENUE)

Please read this section carefully. It affects your legal rights. It provides for the resolution of most claims, disputes, or controversies that arise between you and the De Soi Entities (defined below) through individual arbitration instead of in court. Arbitration is more informal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury, and discovery is more limited. Arbitration is final and binding and subject to only very limited review by a court. This section also contains a jury trial waiver, governing law and venue provisions, and a waiver of any and all rights to proceed in a class, collective, consolidated, private attorney general, or representative action in arbitration or litigation to the fullest extent permitted by applicable law. For purposes of this Dispute Resolution section, “we,” and “our” refer to the De Soi Entities (defined below).

ARBITRATION AGREEMENT

You and De Soi agree that any claim, dispute, or controversy (whether based in contract, tort, statute, fraud, or otherwise) between you and De Soi, its past, present, and future parent, subsidiaries, or affiliated entities, or any of their respective officers, directors, employees or agents (all such individuals and entities individually or collectively referred to herein as the “De Soi Entity” or “De Soi Entities”) arising in whole or in part out of or relating in any way to De Soi Rewards, points or any Reward, transactions that result in the earning or redemption of De Soi Rewards points, your participation in any De Soi Rewards program, these De Soi Rewards Terms, or your relationship with De Soi, (“Dispute”) will be resolved in individual arbitration with limited exceptions in accordance with the provisions set forth below. Either you or we may elect to have a Dispute heard in small claims court so long as it proceeds individually and is not removed or appealed to a court of general jurisdiction. Whether a Dispute falls within the jurisdictional limits of small claims court is for a court of competent jurisdiction to decide unless you and we agree otherwise. Dispute shall be interpreted broadly and include, but not be limited to: (i) any claim, dispute, or controversy that arose before the existence of these or any prior De Soi Rewards Terms (including, but not limited to, claims relating to advertising); (ii) any claim, dispute, or controversy that is currently the subject of purported class action litigation in which you are not a member of a certified class; and (iii) any claim, dispute, or controversy that may arise after termination of these De Soi Rewards Terms. Dispute, however, does not include disagreements or claims concerning patents, copyrights, trademarks, and trade secrets and claims of piracy or unauthorized use of intellectual property. The arbitrator shall decide all issues except the following, which are for a court of competent jurisdiction to decide: (i) issues that are reserved for a court in the De Soi Rewards Terms; (ii) issues that relate to the scope, validity, and enforceability of the arbitration agreement, class action waiver, jury trial waiver, governing law and venue, or any of the provisions of this Dispute Resolution section; and (iii) issues that relate to the arbitrability of any Dispute. The De Soi Rewards Terms and this arbitration agreement do not prevent you from bringing a Dispute to the attention of any government agency. You and we agree that the De Soi Rewards Terms evidence a transaction in interstate commerce and that this arbitration agreement will be interpreted and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and federal arbitration law (not state arbitration law).

Mandatory Pre-Arbitration Informal Dispute Resolution: Should a Dispute arise between you and the De Soi Entities, the party asserting the Dispute will first send written notice to the other party that includes all of the following information: (i) contact information (including name, address, email address, and telephone number); (ii) a detailed description of the nature and basis of the Dispute and any claims; (iii) a detailed description of the relief sought, including a good faith calculation for it; and (iv) information sufficient to identify any De Soi Rewards account and transaction at issue (the “Notice”). The Notice must be personally signed by the party asserting the Dispute (and counsel, if represented). Your notice must be emailed to legal@drinkdesoi.com.  Our notice to you must be sent to the most recent contact information we have on file for you. For a period of sixty (60) days after receipt of a completed Notice (which can be extended by agreement of the parties), you and we agree to negotiate in good faith in an effort to informally resolve the Dispute. The party receiving the Notice may request a telephone settlement conference to aid in the resolution of the Dispute. If such a conference is requested, you and a De Soi Entity representative will personally attend (with counsel, if represented). The conference will be scheduled for a mutually convenient time, which may be outside of the sixty (60)-day period. Compliance with this mandatory pre-arbitration informal dispute resolution process is required and a condition precedent to initiating arbitration. Any applicable limitations periods (including statutes of limitations) and filing fee deadlines will be tolled from the date of receipt of a completed Notice through the sixty (60)-day period (which can be extended by agreement of the parties). If the sufficiency of a Notice or compliance with this process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and any arbitration shall be stayed. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with this process in arbitration. You or we may commence arbitration only if the Dispute is not resolved through this process.

Arbitration Procedures: The arbitration shall be administered by the American Arbitration Association (the “AAA”) and conducted before a single, neutral arbitrator in accordance with the applicable AAA Rules, including applicable Supplementary Rules (“AAA Rules”), as modified by this arbitration agreement. The AAA Rules are available online at www.adr.org. You and we understand and agree that the AAA’s administrative determination to register this arbitration agreement means it comports with the Consumer Due Process Protocol and that this determination is final and neither a court nor an arbitrator has the authority to revisit it. If the AAA is unavailable or unwilling to administer the arbitration consistent with this arbitration agreement, the parties shall agree on an administrator that will do so. If the parties cannot agree, they shall petition a court of competent jurisdiction to appoint an administrator that will do so. An arbitration demand must be accompanied by a certification of compliance with the mandatory pre-arbitration informal dispute resolution process and be personally signed by the party initiating arbitration (and counsel, if represented). If you are submitting an arbitration demand, you shall send it to the Notice Address referenced above and follow the AAA Rules for initiating arbitration. If we are submitting an arbitration demand, we shall send it to the most recent contact information we have on file for you and follow the AAA Rules for initiating arbitration. By submitting an arbitration demand, the party and counsel represent that, as in federal court, they are complying with the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel. You may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more or injunctive relief shall have an in-person or video hearing unless the parties agree otherwise. Each party retains the right to request a hearing in any matter from the arbitrator. You and a De Soi Entity representative will personally appear at any hearing (with counsel, if represented). Any in-person hearing will be held in the county or parish in which you reside or at another mutually agreed location. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the fullest extent permitted by applicable law, you and we agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. Further, unless both you and we agree otherwise, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, consolidated, private attorney general, or representative proceeding. An arbitrator must follow and enforce these De Soi Rewards Terms as a court would. If, after exhaustion of all appeals, any of these prohibitions on non-individualized injunctive or declaratory relief and class, collective, consolidated, private attorney general, or representative proceedings are found to be unenforceable with respect to a particular claim or request for relief (such as a request for public injunctive relief), then such a claim or request for relief will be decided by a court of competent jurisdiction, after all other claims and requests for relief are arbitrated. The arbitrator shall issue a reasoned written decision sufficient to explain essential findings and conclusions. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Judgment on any arbitration award may be entered in any court of competent jurisdiction, except an award that has been satisfied may not be entered. An award shall have no preclusive effect in any other arbitration or proceeding in which you are not a named party.

Costs of Arbitration: Payment of arbitration fees will be governed by the AAA Rules. You and we agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, you or we (and counsel, if represented) may elect to engage with the AAA regarding arbitration fees, and you and we agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.

Future Changes to Arbitration Agreement: If we make any future changes to this arbitration agreement (other than a change to our Notice Address), you may reject any such change by sending a personally signed, written letter to the Notice Address within thirty (30) calendar days of the changes with a clear statement that you wish to opt-out of changes to the arbitration agreement. Such written notice does not constitute an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between you and the De Soi Entities in accordance with this version of the arbitration agreement.

·      CLASS ACTION WAIVER AND JURY TRIAL WAIVER

YOU AND WE EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN LITIGATION, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. YOU AND WE AGREE TO WAIVE ANY RIGHT TO BRING OR TO PARTICIPATE IN SUCH AN ACTION IN ARBITRATION OR IN COURT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE WAIVE THE RIGHT TO A JURY TRIAL.

GOVERNING LAW AND VENUE

Except with respect to the arbitration agreement (which is governed by the FAA and federal arbitration law as set forth above), these De Soi Rewards Terms are governed by the laws of the state of California  If the arbitration agreement is ever deemed unenforceable or void, or a dispute between the parties is not subject to arbitration, or for any issues reserved for a court in these De Soi Rewards Terms, you irrevocably consent to the exclusive jurisdiction of the federal and state courts encompassed by California is not available, to the exclusive jurisdiction of the federal and state courts encompassed by New Castle County, Delaware. You waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to: (i) inconvenient forum or (ii) any other basis or any right to seek to transfer or change venue of any such action to another court.

LIMITATIONS ON LIABILITY/INCONTESTABILITY

UNDER NO CIRCUMSTANCES SHALL THE De Soi ENTITIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE De Soi REWARDS PROGRAM, EVEN IF ANY OR ALL OF THE De Soi ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SUCH EXCLUSIONS MAY NOT APPLY TO YOU. IF A De Soi REWARDS PARTICIPANT PROVES THAT De Soi HAS IMPROPERLY DENIED SUCH PARTICIPANT ANY REWARD, THEN THE PARTICIPANT’S SOLE AND EXCLUSIVE REMEDY UNDER SUCH CIRCUMSTANCES WILL BE TO RECEIVE THE EQUIVALENT REWARD. PARTICIPANTS IRREVOCABLY WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF.

BY PARTICIPATING IN THE De Soi REWARDS PROGRAM, EACH De Soi REWARDS PARTICIPANT AGREES THAT ANY LEGAL, EQUITABLE OR OTHER CLAIM OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART OUT OF OR OTHERWISE RELATED TO THE De Soi REWARDS PROGRAM MUST BE NOTICED WITHIN ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF THE ACT, EVENT, CONDITION OR OMISSION UPON WHICH THE CLAIM OR ACTION IS BASED.  EACH PARTICIPANT ACKNOWLEDGES AND AGREES THAT THIS ONE (1)-YEAR CONTRACTUAL LIMITATIONS PERIOD IS NOT SUBJECT TO TOLLING AND MAY BE SHORTER THAN THE DEFAULT STATUTE OF LIMITATIONS THAT WOULD OTHERWISE APPLY.  AFTER SUCH ONE (1)-YEAR PERIOD, THE AFFECTED CLAIM OR CAUSE OF ACTION WILL BE DEEMED TIME BARRED AND WAIVED, AND THE ACT, EVENT, CONDITION OR OMISSION UPON WHICH THE AFFECTED CLAIM OR ACTION IS BASED SHALL BE DEEMED INCONTESTABLE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

SEVERABILITY AND SURVIVAL

Except as otherwise specifically provided herein, if any provision of these De Soi Rewards Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

In addition to such other provisions hereof which, by their terms, survive any termination or expiration of these De Soi Rewards Terms, the following sections shall survive termination: (i) Dispute Resolution (including Arbitration Agreement, Class Action Waiver and Jury Trial Waiver, Governing Law and Venue) and (ii) Limitations on Liability/Incontestability.