Joshua Tree Distilling Company, LLC

Founding Member Campaign — Terms & Conditions

Effective Date: July 24th, 2026

1. Acceptance of These Terms

These Terms & Conditions (the “Terms”) form a binding agreement between you (the “Founding Member,” “you,” or “your”) and Joshua Tree Distilling Company, LLC, a California limited liability company (“JTDC,” “we,” “us,” or “our”). By selecting a Founding Member tier, checking the box presented at checkout confirming your agreement to these Terms, and submitting payment, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, do not complete your pledge.

2. Nature of the Campaign — Not an Investment; Not a Donation

The Founding Member Campaign is a non-equity, perk-based supporter campaign. Your contribution is a one-time pledge in exchange for the perks associated with the tier you select. It is not a loan, a security, a share, or any other form of equity or ownership interest in JTDC. You will not receive any financial return, revenue share, profit distribution, dividend, voting right, governance right, or other investment interest of any kind in exchange for your pledge.

JTDC is not registering this campaign as a securities offering and is not relying on any crowdfunding investment exemption. Nothing on the campaign page, in any marketing communication, or in any related material should be interpreted as an offer to sell, or a solicitation of an offer to buy, any security.

JTDC is a for-profit business. Your pledge is not a charitable donation and is not tax-deductible.

3. Eligibility

To become a Founding Member, you must be at least twenty-one (21) years of age and legally able to enter into a binding contract in your jurisdiction. Every tier includes perks involving distilled spirits, so the 21+ requirement applies to all tiers. By completing your pledge, you represent and warrant that you meet these requirements. JTDC reserves the right to refuse or cancel any pledge from a person who does not meet these requirements, in which case JTDC will refund the pledge amount notwithstanding Section 6.

4. Founding Member Tiers and Perks

The available Founding Member tiers and associated perks are as follows:

Oak Founder — $100

One (1) custom gold-embossed JTDC Glencairn glass.
One (1) ticket to the public grand opening reception.
Two (2) drink tickets redeemable at the reception.

Copper Founder — $250

Your name installed on the Founders’ Wall at the new JTDC tasting room.
One (1) signed Distiller’s Reserve bottle (see Sections 9, 12, and 13).
One (1) custom gold-embossed JTDC Glencairn glass.
Two (2) tickets to the public grand opening reception.
Four (4) drink tickets redeemable at the reception.

Silver Founder — $500

Everything in Copper, plus:
Ten percent (10%) discount on in-person tasting room purchases for one (1) year from the date the tasting room opens to the public (see Section 14).

Gold Founder — $1,000

Two (2) tickets to the private, invitation-only soft opening party (see Section 15).
Your name installed on the Founders’ Wall.
One (1) signed Distiller’s Reserve bottle.
One (1) custom gold-embossed JTDC Glencairn glass.
Four (4) tickets to the public grand opening reception.
Eight (8) drink tickets redeemable at the reception.
Ten percent (10%) discount on in-person tasting room purchases for one (1) year from the date the tasting room opens to the public.

The Glencairn glass carries JTDC branding only and is not personalized to individual Founding Members. Perks are personal to you, are non-transferable except as expressly permitted in writing by JTDC, and have no cash value. Perks may not be resold, auctioned, or exchanged.

5. Pledge, Payment, and Taxes

Pledges are processed in U.S. dollars at the time of checkout. By submitting payment, you authorize JTDC and its payment processor to charge the full pledge amount immediately. You are responsible for ensuring that the payment method you use is valid and that you have authority to use it.

Pledge amounts do not include any applicable sales, use, excise, or alcohol-related taxes that may be required by law in connection with the physical perks. JTDC will collect and remit such taxes where required.

6. Refund Policy

Founding Member pledges are final and non-refundable, except in the following circumstances:

(a) a refund offered at JTDC’s sole discretion;
(b) a refund required by applicable consumer-protection law;
(c) a refund issued under Section 8 (Founders’ Wall capacity or name-content issues), Section 10 (inability to deliver core perks), or Section 13 (alcohol perks that cannot lawfully be provided); or
(d) the opening backstop in this Section 6: if the new tasting room has not opened to the public within twenty-four (24) months of the date your pledge is processed, you may request, and JTDC will issue, a full refund of your pledge. To request this refund, email JTDC at the address in Section 25.

Except as stated above, a pledge is not refundable for change of mind, dissatisfaction with the perks, relocation, inability to attend an event, delays in construction or opening within the 24-month backstop period, or expiration of the tasting room discount period before you visit the tasting room.

7. Fulfillment Timeline

JTDC currently estimates that the new tasting room will open to the public, the Founders’ Wall will be installed, and all physical perks will be available for delivery or pickup by November 1st, 2026. This is a good-faith estimate, not a guarantee. Construction, permitting, supply-chain, licensing, manufacturing, and other operational factors are outside JTDC’s complete control and may cause delays. JTDC will communicate material schedule changes by email to the address you provide. A delay does not by itself entitle you to a refund, but the 24-month backstop in Section 6(d) applies regardless of the cause of delay, except that any period during which fulfillment is prevented by a force majeure event under Section 11 will extend the 24-month period by up to six (6) months.

8. Founders’ Wall — Name Installation and Capacity

The Founders’ Wall perk applies to Copper, Silver, and Gold tiers. The name you submit through the post-pledge onboarding form will be installed on the Founders’ Wall in the new JTDC tasting room exactly as you spell it, subject to the limitations below. It is your responsibility to confirm the exact spelling, capitalization, punctuation, and presentation of the name before the cutoff date communicated in your confirmation email. After the cutoff date, the name is final and cannot be changed.

Capacity. The Founders’ Wall has limited physical capacity. JTDC will stop selling wall-eligible tiers when capacity is reached. If a wall-eligible pledge is accepted in error after capacity is reached, JTDC will notify you and, at your election, either refund your pledge in full or (if you choose to keep your other perks) refund the portion of your pledge fairly allocable to the wall installation.

Content standards. JTDC reserves the right, in its sole discretion, to refuse or modify any submitted name that: contains profanity, hate speech, harassment, sexually explicit content, or threats; promotes a competing business, brand, or product; infringes the intellectual property, privacy, or publicity rights of any third party; impersonates a public figure or a third party without authorization; or is unlawful, defamatory, or otherwise objectionable. If JTDC determines that a submitted name violates the above, JTDC will contact you to request an alternative. If no acceptable name is provided, JTDC reserves the right to install the Founding Member’s first initial and last name as recorded on the order, or to refund the pledge at its discretion.

Display. The Founders’ Wall is a decorative feature of the tasting room. JTDC does not guarantee that the Founders’ Wall, or any individual name displayed on it, will remain on display for any particular period of time. JTDC reserves the right, in its sole discretion and at any time, to relocate, redesign, repair, replace, or remove the Founders’ Wall or any name displayed on it, including in connection with any renovation, remodeling, rebranding, relocation, sale, or closure of the tasting room. Installation of your name does not create any ownership interest, property right, easement, or right to perpetual display.

9. Signed Bottle Personalization

Copper, Silver, and Gold tiers include one signed Distiller’s Reserve bottle. Through the onboarding form, you may optionally request that the bottle be inscribed to a name you provide; if you leave the field blank, the bottle carries the distiller’s signature only. Inscriptions are final once production begins. JTDC is not responsible for typographical errors, misspellings, or formatting choices submitted by you. The content standards in Section 8 apply to all inscriptions. The Glencairn glass is not personalized (see Section 4).

10. JTDC’s Right to Modify Perks; Failure to Deliver Core Perks

If, due to circumstances outside JTDC’s reasonable control, JTDC is unable to deliver a specific individual perk substantially as described, JTDC may substitute a perk of equal or greater value.

However, if JTDC determines that it cannot deliver the core perks of your tier — the Founders’ Wall name installation (for wall-eligible tiers) and the Glencairn glass — JTDC will refund your pledge in full. A substitute or credit will not be imposed in place of this refund without your express consent.

11. Force Majeure

JTDC is not liable for any delay in or failure of performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, wildfires, earthquakes, severe weather, pandemics or epidemics, public-health orders, governmental actions, changes in law, permit delays, supply-chain disruptions, labor disputes, utility failures, vendor failures, war, civil unrest, or terrorism. Force majeure may extend the Section 6(d) backstop period only as stated in Section 7.

12. Delivery of Physical Perks

Glencairn glass. The Glencairn glass ships to the address you provide in the onboarding form, or may be picked up at the tasting room. JTDC ships within the United States only unless otherwise expressly agreed in writing. You are responsible for providing a complete, accurate, and current shipping address. Title to and risk of loss pass to you upon delivery to the common carrier. JTDC is not responsible for shipments delayed, lost, stolen, damaged, or refused after they leave its possession, or for shipments returned because of an incorrect or incomplete address; reshipment may be available at your cost.

Signed bottle. The signed Distiller’s Reserve bottle is not shipped. It is available for in-person pickup only, as described in Section 13.

13. Alcohol — Age Verification and Legal Compliance

The signed Distiller’s Reserve bottle, drink tickets, beverages served at the grand opening reception and soft opening party, and purchases made with the Founding Member discount all involve distilled spirits. By accepting any such perk, you represent that you are at least twenty-one (21) years of age. Valid government-issued photo identification is required at pickup, at the door of any event, and at the time of any discounted purchase.

Bottle pickup. The signed bottle must be collected in person by the Founding Member, with ID, at the JTDC tasting room or at the grand opening reception, in compliance with JTDC’s alcoholic beverage license and applicable California Department of Alcoholic Beverage Control (ABC) requirements. If you do not collect the bottle within twelve (12) months of the tasting room’s public opening, JTDC will contact you to arrange an alternative; if the bottle cannot lawfully be provided to you, JTDC will, at your election, substitute a non-alcoholic perk of comparable value or refund the portion of the pledge fairly allocable to the bottle.

Drink tickets. Drink tickets are redeemable only at the grand opening reception, have no cash value, are non-transferable, and expire at the end of the event. JTDC and its staff may refuse alcohol service to any person in their discretion, including for signs of intoxication, and such refusal does not entitle you to a refund. JTDC encourages you to drink responsibly and to never drink and drive.

14. Tasting Room Discount (Silver and Gold Tiers)

The Founding Member discount applies as follows:

Ten percent (10%) off in-person purchases at the JTDC tasting room only. It does not apply to online sales, wholesale orders, third-party events, or third-party retailers.
The discount period begins on the date the new tasting room first opens to the public and runs for one (1) year.
The discount is personal to the Founding Member, requires identification at the time of purchase, and may not be combined with other promotions or discounts unless JTDC expressly permits.
The discount has no cash value, is non-transferable, and cannot be redeemed for cash.
The discount does not extend to taxes, gratuities, gift cards, third-party merchandise, special events, or items JTDC excludes from time to time.
If the tasting room is temporarily closed during the discount period, the discount period is not automatically extended, although JTDC may extend it in its discretion.

15. Events — Grand Opening Reception and Soft Opening Party

Grand opening reception (all tiers). Ticket allocations are: Oak — one (1); Copper — two (2); Silver — two (2); Gold — four (4). Drink-ticket allocations are: Oak — two (2); Copper — four (4); Silver — four (4); Gold — eight (8).

Soft opening party (Gold only). Gold Founders receive two (2) tickets to the private, invitation-only soft opening party held before the tasting room opens to the public.

For both events: the Founding Member and all guests must be at least twenty-one (21) years of age and may be required to present valid government-issued photo identification. The date, time, location, format, and capacity of each event will be communicated by email and are subject to change. Tickets are non-transferable except as approved by JTDC in writing. Failure to attend does not entitle you to a refund, credit, or substitute experience. Responsible-service practices apply at all events, and service may be refused as described in Section 13.

16. Privacy and Use of Personal Information

JTDC collects personal information you provide (such as name, email, shipping address, phone number, and tier selection) to fulfill your pledge, communicate with you about the campaign and the tasting room, and operate its business. JTDC handles personal information in accordance with its Privacy Policy, available at www.joshuatreedistillingco.com/founding-members-privacy-policy, and applicable law. By participating, you consent to receive transactional and campaign-related emails from JTDC. You may opt out of marketing emails at any time using the unsubscribe link in those emails.

17. Publicity and Marketing

You grant JTDC the perpetual, worldwide, royalty-free right to display the name you submit on the Founders’ Wall and in related photographs, video, and marketing materials depicting the tasting room. JTDC will not use your contact information, image, or other personal information for marketing testimonials without your separate consent.

18. Intellectual Property

All trademarks, logos, designs, content, and other materials associated with JTDC and the campaign are the property of JTDC or its licensors and are protected by intellectual property laws. Nothing in these Terms transfers any intellectual property rights to you. Founding Members may not use JTDC’s name, logo, or marks for commercial purposes without prior written permission.

19. Disclaimer of Warranties; Renderings

Except as expressly stated in these Terms, all perks and related services are provided “as is” and “as available” without warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. JTDC does not warrant that the tasting room will open by any specific date or that any perk will meet your subjective expectations. Architectural renderings, mock-ups, and depictions of the tasting room and Founders’ Wall used in campaign materials are inspirational illustrations only; the finished space may differ.

20. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will JTDC, its members, managers, employees, contractors, agents, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, goodwill, or other intangible losses arising out of or in connection with the campaign, the perks, or these Terms, even if JTDC has been advised of the possibility of such damages. In any event, JTDC’s total cumulative liability to any Founding Member arising out of or relating to these Terms or the campaign will not exceed the amount of that Founding Member’s pledge. Nothing in this Section limits any refund expressly required by these Terms or any liability that cannot be limited under applicable law.

21. Indemnification

You agree to indemnify, defend, and hold harmless JTDC and its members, managers, employees, contractors, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of (a) your breach of these Terms, (b) any content you submit (including any submitted name or inscription), (c) your conduct at any campaign event or the tasting room, or (d) your violation of any applicable law.

22. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to its conflict-of-law principles. The exclusive venue and jurisdiction for any dispute arising out of or relating to these Terms or the campaign will be the state and federal courts located in San Bernardino County, California, and each party irrevocably consents to personal jurisdiction in those courts. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through written notice and informal discussion for at least thirty (30) days. Nothing in this Section prevents either party from bringing an eligible claim in small claims court.

23. Changes to These Terms

JTDC may update these Terms from time to time to reflect changes in the campaign, in applicable law, or in operational circumstances. Changes apply prospectively only: the version of these Terms in effect on the date your pledge is processed governs your pledge. If JTDC makes a material change that adversely affects a core perk of your tier, JTDC will notify you by email and you may request a full refund within thirty (30) days of the notice. JTDC will post the current Terms at the campaign URL.

24. Miscellaneous

These Terms, together with any documents expressly incorporated by reference (including the campaign page and the post-pledge onboarding form), constitute the entire agreement between you and JTDC regarding the campaign and supersede all prior or contemporaneous communications. In the event of any conflict between these Terms and the campaign page or any marketing material, these Terms control. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. JTDC’s failure to enforce any provision is not a waiver of that provision. You may not assign your rights or obligations under these Terms without JTDC’s prior written consent. JTDC may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

25. Contact

Questions about these Terms or your pledge can be directed to: