Terms and Conditions

(a) Membership is available to Shoppers, Businesses, and Nonprofits. The Company reserves the right, at its discretion and subject to applicable law, to accept or reject the User’s membership and/or activity on www.PieShares.com.

(b) Shoppers must have an active account and select a Featured Nonprofit before purchasing PieShares. Businesses must have an active account and select a Featured Nonprofit before making PieShares available for purchase. Business and Nonprofit accounts are subject to review and approval by the Company before activation.

(c) The Company reserves the right to establish or modify membership terms, including duration and applicable fees, subject to applicable law. Membership terms and any applicable fees will be posted on www.PieShares.com. Any fees will be disclosed before they are charged.

(d) The Company reserves the right, at its discretion and subject to applicable law, to review, suspend, restrict, or terminate a User’s membership and/or activity on www.PieShares.com, including for violations of these Terms and Conditions, unlawful activity, fraud, or misuse of the platform.

(e) Termination of membership does not automatically eliminate rights or obligations arising from transactions completed before termination, including a Business’s obligation to honor outstanding PieShares as described in Section 3. Any applicable refund rights or other remedies will be determined in accordance with applicable law.

(a) PieShares are purchased in $25 units. Each $25 unit is one PieShare and can only be redeemed for goods and services at the participating Business where it was purchased.

(b) PieShares do not expire and must be honored by the participating Businesses that sell them to Users. A Business that ends its participation in PieShares but continues operating remains responsible for honoring outstanding PieShares purchased from that Business. If a participating Business permanently closes or ceases operations, outstanding PieShares purchased from that Business may no longer be redeemable. Any applicable refund rights or other remedies will be determined in accordance with applicable law.

(c) To redeem PieShares, the User generates a PieShares Digital Coupon through the My Wallet section of their PieShares account and presents it at checkout. The Business confirms the redemption using its redemption PIN, and PieShares validates the redemption. Once approved, the Business applies the approved amount toward the User’s purchase.

(d) Shoppers earn a 3% Shopper Reward when purchasing PieShares, not when redeeming them. Each $25 PieShare purchase provides $25.75 in value for use at the participating Business where it was purchased.

(a) Shoppers and Businesses must each select one participating Nonprofit as their Featured Nonprofit. The Featured Nonprofit receives a designated share of the business-funded support generated through PieShares purchases, as described in Section 5.

(b) A Featured Nonprofit selection remains in place for 12 months beginning on the date of selection. After the 12-month period, the User may select a different participating Nonprofit as their Featured Nonprofit.

(c) If a Featured Nonprofit is no longer an active participating Nonprofit, or is suspended or terminated from PieShares, the User may select a replacement Featured Nonprofit before the 12-month period ends.

(a) Revenue splitting is conducted on the revenue earned from PieShares purchases by Shoppers. Each purchase generates business-funded nonprofit support equal to 10% of the purchase amount, with 6% directed to the Shopper’s Featured Nonprofit and 4% directed to the participating Business’s Featured Nonprofit. If both have selected the same Nonprofit, that organization receives the full 10%.

(b) Under the current PieShares revenue allocation, the participating Business receives 80% of the PieShares purchase amount. The Business also bears the cost of the 3% Shopper Reward provided to the Shopper at the time of purchase, which reduces the Business’s effective value to 77% of the original purchase amount when the reward is redeemed. For example, on a $25 PieShare purchase, the Business receives $20.00, and the $0.75 Shopper Reward reduces its effective value to $19.25. Payments to Businesses and Nonprofits are generated from PieShares purchases and are not dependent on whether or when Shoppers redeem their PieShares.

(c) The Company reserves the right to modify revenue-splitting percentages and categories, subject to applicable law. Updated allocations will be posted on www.PieShares.com and will apply to future purchases.

(a) The User’s negligence, fraud, or willful misconduct in connection with the use of www.PieShares.com or its services;

(b) The User’s breach of these Terms and Conditions; or

(c) The User’s violation of applicable laws or the rights of any third party.

(a) If any part, term or provision of the Terms and Conditions is held to be illegal or in conflict with any law, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Terms and Conditions did not contain the particular part, term or provision held to be invalid.

(b) These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles, except where applicable law requires otherwise. Subject to applicable law, any disputes arising out of or relating to these Terms and Conditions shall be brought exclusively in the state or federal courts located in Delaware.