Smashcash US Loyalty Program: Terms and Conditions of Participation

Effective Date: September 7, 2016

PLEASE READ THESE TERMS AND CONDITIONS OF PARTICIPATION IN THE SMASHCASH LOYALTY PROGRAM CAREFULLY. BY PARTICIPATING IN THIS PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT PARTICIPATE IN THIS PROGRAM.

SECTION 8 BELOW CONTIANS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. THEY AFFECT YOUR RIGHTS. PLEASE READ THEM.

1. Membership Eligibility and Overview

The Smashcash Loyalty Program (“Program”) is offered at the sole discretion of Smashbox Beauty Cosmetics, Inc. (“Smashbox” “we,” “our” or “us”). The Program is available to individuals for their personal use only and is limited to one account per individual. Corporations, associations or other groups may not participate in the Program. Individuals who are legal residents of the United States (including its territories and possessions) and at least 18 years or older and who provide and maintain a valid email address are eligible to become members. This Program is not targeted at children or intended for use by anyone under the age of 18. Employees of Smashbox are not eligible to participate in the Program.

The Smashcash Loyalty Program (“Program”) is offered at the sole discretion of Smashbox Beauty Cosmetics, Inc. (“Smashbox” “we,” “our” or “us”). The Program is available to individuals for their personal use only and is limited to one account per individual. Corporations, associations or other groups may not participate in the Program. Individuals who are legal residents of the United States (including its territories and possessions) and at least 18 years or older and who provide and maintain a valid email address are eligible to become members. This Program is not targeted at children or intended for use by anyone under the age of 18. Employees of Smashbox are not eligible to participate in the Program.

2. Program Enrollment

Eligible individuals may enroll in the Program by visiting www.smashbox.com (collectively, the “Site”) and following the Program prompts to register for the Program.

You are required to provide your full name, email address and birth date and to create a password in order to enroll. You will also have the opportunity to provide us with mobile phone number, but this information is optional. You are solely responsible for maintaining the accuracy of your account information and for updating it as required. You may update your personal information on the Site or by calling customer service at 1-888-763-1361.

Only one Program account may be associated with a single email address. In the event of a dispute over ownership of the Program membership account, the member will be deemed to be the authorized account holder of the email address submitted at the time of enrollment. For purposes of these Terms, the "authorized account holder" is the natural person who is assigned to the submitted email address by an internet provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address.

3. How the Program Works and Program Benefits

The Program is a way in which we reward and thank our loyal customers for purchasing our products and/or taking other Program related actions. For your purchase to qualify for the Program, you must provide your Program member identification by logging into your account online at the time of purchase. You are able to earn points and reach Program loyalty levels by making eligible purchases or taking certain other Program actions. Once you earn a certain number of points and/or reach a certain loyalty level, you may be eligible for certain benefits and rewards applicable to that level and/or number of points, which benefits may change from time to time and may be offered on a limited basis. Eligible purchases and other opportunities to reach Program loyalty levels and earn points will be posted on the Site or may be published through other media (e.g., in marketing communications, social media, etc.). Visit our FAQs to learn more about earning points and reaching the Program loyalty levels.

Only purchases made on the Site are eligible for the Program. Purchases made in department stores, specialty stores, or in any retail store are not eligible for the Program.

Neither accounts nor Program rewards, benefits and/or points may be shared or combined. Only the member paying for the products may accumulate rewards, benefits and/or points. Members will not receive points on purchases which are reimbursed by corporations or other organizations ineligible to participate in the Program.

Rewards, benefits and/or points earned through the Program have no cash value, are non-transferable, and you have no property rights in or to rewards or other Program benefits. Purchase balances and/or points credited to your Program account will be decreased or reversed, as applicable, if part or all of the purchase is returned or cancelled or if the credit is obtained through fraudulent or other activity that violates these Terms. The sale, barter, transfer, or assignment of any rewards or benefits offered through the Program, other than by us, is expressly prohibited.

The products and services available through the Program and any samples that we may provide to you are for personal use only. You may not sell or resell any of the products, services, or samples you purchase or otherwise receive from us. We reserve the right, without notice, to cancel or reduce the quantity of any order to be filled and/or any products or services to be provided to you that we believe, in our sole discretion, may result in the violation of our Terms.

We are not responsible for rewards, benefits and/or points lost or redeemed due to fraudulent activity.

We reserve the right to change Program benefits, how you reach each Program level, how you earn points and how we evaluate and reward your eligible purchases and/or other Program activity. We reserve the right to place limits on the number of purchases or activities that are eligible for the Program and/or for any given level or number of points, the number or types of rewards or benefits you may receive or earn in any given level or at any given number of points, in a given time period or for the duration of the Program, and/or any combination thereof.

If you have concerns that a purchase or other activity was not properly applied to your account, you should contact Smashbox Customer Service at 1-888-763-1361 or via email by using our contact form, available here. Your email must specify your name and your email address associated with the Program, the date of the Program activity, and the issue(s) you encountered. This email must be sent no more than forty-five (45) days after the date the purchase or other Program activity took place. We are not responsible for late notifications about purchases or other Program activities not being credited to an account.

Rewards can only be redeemed on the Site.

4. Marketing Communications

By enrolling in the Program, you will be automatically subscribed to receive and consent to receiving Program related emails, including Program marketing emails. We also may give you the option to opt-in to receive other marketing communications from us at the time of enrollment.

You may opt-out of receiving Program marketing emails at any time, but operational emails will still be sent to you as they relate to your membership in the Program, and you consent to their receipt. Examples of these include, but are not limited to, a redemption confirmation email, a profile update email, or other communications that relate to your account. If you terminate your Program membership, you will no longer receive Program-related communications.

5. Termination and Modification

The Program and its benefits are offered at our sole discretion. We may, in our discretion, cancel, modify, restrict or terminate these Program Terms, our FAQs, and/or the Program or any aspect or feature of the Program at any time without prior notice, even though such changes may affect the value of rewards or benefits already accumulated or earned and/or the ability to redeem accumulated rewards or benefits.

We reserve the right to exclude you from or to discontinue your participation in the Program and to audit your membership account at any time, in our sole discretion. Any suspected abuse of the Program, failure to follow any Program Terms, illegal activity, fraud, misrepresentation or other conduct inconsistent with these Program Terms and/or detrimental to us or our interests, including without limitation, any suspected illegal, fraudulent other unauthorized use of any Program rewards, points, cards, credits, vouchers, coupons and/or certificates, may result in the revocation of your membership and make you ineligible for further participation in the Program. If your membership is revoked, any rewards or benefits in your account will automatically expire and your access to the Program and features will automatically terminate. If we suspect illegal activity, fraud, misrepresentation, abuse or violation of these Program Terms, we also have the right to take appropriate legal action, in our sole discretion.

If you decide you no longer want to be a part of the Program, you may cancel your membership at any time by opting-out in your account on the Site or by contacting customer service at 1-888-763-1361.

6. Disclaimer of Warranties; Limitation of Liability

NEITHER SMASHBOX NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS OR THE PROGRAM OR ANY OF THE REWARDS OR BENEFITS ASSOCIATED WITH THE PROGRAM INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.

YOU AGREE THAT NEITHER SMASHBOX NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE RESPONSIBLE OR LIABLE IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (a) INTERRUPTION OF BUSINESS; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE PROGRAM; (c) DATA NON-DELIVERY, LOSS, THEFT, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF THIRD PARTY LINKS ON THE SITE OR USE OF ANY REWARD OR BENEFIT OF THE PROGRAM; (e) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEBSITES; (f) ANY INACCURACIES OR OMISSIONS IN PROGRAM CONTENT; OR (g) EVENTS BEYOND OUR REASONABLE CONTROL. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED.

FURTHER NEITHER SMASHBOX NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE PROGRAM OR AND YOUR PARTICIPATION THEREIN, WHETHER IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100.00).

YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, YOUR PARTICIPATION IN THE PROGRAM, USE OF ANY REWARDS OR OTHER BENEFIT OR THESE TERMS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE. IF YOU ARE DISSATISFIED WITH THE PROGRAM, TERMINATION OF YOUR MEMBERSHIP IN THE PROGRAM IS YOUR SOLE REMEDY. WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.

7. Indemnification

You agree to defend, indemnify and hold us, our parents, subsidiaries, affiliates, partners, licensors, officers, directors, employees, and agents harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand resulting from your participation in the Program in violation of any law, rule, regulation or these Program Terms.

8. Governing Law and Disputes

This Program and these Program Terms will be governed by and construed under the substantive laws of the State of New York, as if they were a contract wholly entered into and wholly performed within New York and without reference to conflict-of-laws considerations.

ANY DISPUTE RELATING IN ANY WAY TO THIS PROGRAM, THESE TERMS, YOUR PROGRAM MEMBERSHIP, OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE SUBMITTED TO CONFIDENTIAL ARBITRATION IN NEW YORK AND YOU AGREE TO SUBMIT YOURSELF TO THE JURISDICTION AND PROCEEDINGS THEREOF. ARBITRATION MEANS THAT A SINGLE ARBITRATOR WILL DECIDE THE CLAIM, AND YOU WILL NOT HAVE THE RIGHT TO SUE IN COURT OR TO HAVE A JUDGE OR JURY DECIDE YOUR CLAIM. YOUR RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY ALSO BE LIMITED IN ARBITRATION. It is further agreed that any dispute over the scope of this arbitration provision and any dispute as to whether a claim is arbitral shall be submitted to the arbitrator for decision. Notwithstanding the foregoing, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of our affiliates, partners or licensors or otherwise have a cause of action in equity, we may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to jurisdiction and venue in any such court for such purposes. Arbitration under these Program Terms shall be conducted under the Consumer-Related Disputes Supplementary Rules then prevailing with the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually, and (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

9. Privacy

The personal information collected from you in connection with the Program, including but not limited to purchases made in connection with your Program membership, will be used and disclosed by us in accordance with the Smashbox Privacy Policy.

10. Contact Us

For information about the Program and your membership, contact 1-888-763-1361 from within the U.S.A. or email us using our contact form, available here. We are not responsible for requests or correspondence lost or delayed in the mail or over the Internet. You may also provide answers to helpful frequently answered questions in our FAQs.

Copyright © Smashbox Beauty Cosmetics Inc. All worldwide rights reserved