ModCloth Share the Love Referral Program Terms and Conditions

ModCloth (“we”, “ModCloth” or “Company”) may, from time to time, offer our customers and users of our website (“Site”) the opportunity to receive rewards toward future purchases from ModCloth by referring friends, family members or colleagues (“Program”).  Company reserves the right to terminate the Program at any time and for any reason or no reason. The Program is enabled through technology provided by Friendbuy, Inc., 7083 Hollywood Blvd. 1st Floor, Los Angeles, CA 90028 (“Platform Provider”).  The Company and the Platform Provider are collectively referred to as “Program Entities.” These Terms and Conditions (“Program Terms”) as well as Site’s Terms of Use and Privacy Policy shall apply to participation in the Program, and any User (defined below) who chooses to participate in the Program must consent to all of the above. If you do not agree to the Program Terms, the website Terms of Use, and the Privacy Policy in their entirety, you are not authorized to participate in the Program in any manner.  In addition, you may not participate in the Program where doing so would be prohibited by any applicable law or regulations.

1. How the Program Works

Preliminary Definitions:

“Referrer” shall mean a real person who refers friends.

“Referred Customer” shall mean a real person whose name and email address have been provided to Company by a Referrer.

“User” shall mean (a) any Referrer, and/or (b) any Referred Customer who, upon receiving the Personal Link (defined below) chooses to participate in the Program.

Program Participation Generally

To participate as a Referrer, visit http://www.modcloth.com/referral-program and follow the on-screen instructions to refer your friends, family members, or colleagues to the Site by entering each person’s name and email address in the recipient box (“Referral”). There is no limit to the number of real people you may refer, however, please only refer people who you reasonably believe would want to know about Company.

For every “Qualified Referral” (defined below), a Referrer may be eligible to receive “Referral Reward(s)” (also defined below), provided Referrer is otherwise eligible under, and fully compliant with, the Program Terms.

A User must register to make a referral, but no purchase is required. Once a User refers a friend, family member or colleague, he/she becomes a Referrer and will be provided with a unique referral link (“Personal Link”) that allows the Referrer to be eligible to receive Referral Reward(s) for Qualified Referrals. An invitation will be sent to the Referred Customers and will include the Referrer’s Personal Link. Also, the Referrer making the Referral will receive a copy of the Personal Link that the Referrer may share directly with others.

Company reserves the right to modify or amend these Program Terms and the methods through which Referral Rewards are earned. Company reserves the right to disqualify any User at any time from participation in the Program if such User does not comply with any of the Program Terms.

Eligibility

To be a Referrer, you must be a legal resident of the United States or any other country that permits participation in the Program. In addition, you must be at least 18 years old, and be legally permitted to provide the personal information (e.g., name and email address) of each Referred Customer. Referrers may only refer real persons who meet the requirements of the Program Terms, including being a friend, family member or colleague of the Referrer and who the Referrer reasonably believes would want to receive the benefits of the Program. Referrers may not refer themselves or fictitious persons.

Referred Customers must be real persons and not the Referrer or any person under the legal control of the Referrer. In addition, Referred Customers must be at least 18 years of age or be of an age whereby the Referred Customer is permitted by the laws of his/her residence to enter into a contract for the purchase of goods.

Employees of Program Entities or their subsidiaries, affiliates, or promotional agencies, including immediate family and household members, are not eligible to participate in the Program.

Qualified Referrals

Referral Rewards can only be awarded for Qualified Referrals.  A “Qualified Referral” occurs when all the following conditions are met:

  1. The Referred Customer completed a purchase or registration process using the Referrer’s Personal Link (embedded into the email, Twitter, or Facebook invitation).  If a Referred Customer purchases or registers with the Site using any other method, the registration will not count as a Qualified Referral and Referrer will not receive Referral Reward;
  2. The Referred Customer was not previously registered with the Site under any email address or alias, or the Referred Customer had registered with the Site but never made a purchase; and
  3. The Referred Customer makes a “Qualifying Purchase.”. A “Qualifying Purchase” means the Referred Customer’s first purchase of merchandise (apparel, accessories, home goods, beauty products, etc.) on the Site totaling over $50 exclusive of taxes, shipping charges, and other discounts, and not including gift card purchases, within 30 days of completing the registration process and which purchase is not returned to Company or cancelled within four (4) weeks of the date of purchase.  For clarity, gift card purchases do not count toward the greater than $50 amount necessary to be a Qualifying Purchase.

Receiving Referral Rewards

The Referrer shall receive one (1) Referral Reward valued toward future purchases on the Site for each valid and verified Qualified Referral generated by that Referrer. A referrer may not receive more than seven (7) Referral Rewards per calendar year or Referral Rewards with a value of more than one hundred forty dollars (US $140) per calendar year. The value of Referral Rewards will be specified in the Program announcement on the Program page on the Site: http://www.modcloth.com/referral-program. The value of the Referral Rewards shall be recorded within the Personal Link that is generated at the time of the Referral. Should Company choose to change the Program and offer a different value/type of Reward, then all new Personal Links generated from Referrals under the new offering shall record the new Referral Reward value. Referral Rewards will be delivered to the Referrer via email approximately six (6) weeks after a Qualified Referral.

Using Referral Rewards

A User may use Referral Rewards provided by the Company only on the Site and only for orders of over $50 exclusive of taxes, shipping charges, and other discounts. In addition, Referral Rewards may not be used to purchase gift cards. Only one Referral Reward may be used per online transaction. Referral Rewards are valid for six (6) months from date of issue.

Gift Card Purchases Do Not Qualify

For clarity, Referral Rewards will not be provided, and may not be used, for purchases of ModCloth gift cards from the Site.

All Rewards Subject to Verification

Referral Rewards are subject to verification.  Program Entities may withhold a Referral Reward for investigation or refuse to process any transaction that Company deems fraudulent, suspicious, in violation of the Program Terms, or believes will impose liability on Company, its subsidiaries, affiliates, or any of their respective officers, directors, employees, representatives, and agents.

All Program Entities’ decisions are final and binding, including decisions as to whether a Qualified Referral or Referral Reward is valid.

Referral Rewards are not property, have no monetary value, and may not be redeemed for cash.  Referral Rewards are not transferable and may not be assigned, auctioned, traded, bartered or sold.  While Company reserves the right to terminate the Program at any time, verified Referral Rewards shall be valid for six (6) months from the date issued.  Company reserves the right to revoke Referral Rewards if (a) Company determines, in its sole discretion, that User has engaged in fraudulent activity, (b) Company terminates User’s ModCloth membership as permitted under the Site Terms of Use, or (c) User does not comply with any of the Program Terms, Site Terms of Use, or any relevant laws.

2. Privacy

The personal information each Referrer and Referred Customer will be collected, processed, and used in accordance with Company’s Privacy Policy, which can be found at http://www.modcloth.com/help/privacy and Platform Provider’s Privacy Policy, which can be found at http://www.friendbuy.com/privacy. In addition, personal information may be used by Company or Platform Provider, on Company's behalf, to contact any Referrer or Referred Customer with regard to participation in the Program and to receive communications via the Program.

3. Liability

By participating in the Program, Users agree: (a) to be bound by these Program Terms, the decisions of the Program Entities and/or their designees, and the Privacy Policies of Program Entities; and (b) to be contacted by Program Entities via e-mail. Program Entities reserve the right to make changes or additions to these Program Terms for any reason at any time. Program Entities’ failure to enforce any term of these Program Terms shall not constitute a waiver of that provision.

The Program Entities will process all Referrals received but shall not be liable for: (i) late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, garbled, or unintelligible Referrals or communications, regardless of the method of transmission; (ii) telephone system, telephone, or computer hardware, software, or other technical or computer malfunctions, lost connections, disconnections, delays, or transmission errors; (iii) data corruption, theft, destruction, unauthorized access to, or alteration of Referrals or other materials; or (iv) any printing, typographical, administrative, or technological errors in any websites or materials associated with the Program. Program Entities disclaim any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with this Program, and reserve the right, in their sole discretion, to cancel, modify, or suspend the Program should a virus, bug, computer problem, unauthorized intervention, or other causes beyond Program Entities control, corrupt the administration, security, or proper function of the Program.

The Program Entities shall not be liable to any Users for failure to supply any Referral Reward or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other cause beyond the Program Entities’ control.

Any tax liabilities that accrue from the accumulation and/or use of Referral Rewards are the sole responsibility of the User.

4. Applicable Law

Any and all disputes, claims, and causes of action arising out of or related to this Program or any Referral Reward shall be resolved under Delaware law (without reference to its conflicts of laws principles), and User agrees to submit any dispute to the exclusive jurisdiction of the state and federal courts located in New Castle County, DE.

5. Conduct

Prohibited Conduct, Generally

Users agree not to use the Program to:

  • Violate any applicable law;
  • Infringe the intellectual property rights of the Program Entities or any third parties;
  • Stalk, harass, or harm another individual;
  • Collect or store personal data about other Users;
  • Impersonate any person, or otherwise misrepresent User's identity;
  • Interfere with, disrupt, or violate the Program Terms or servers or networks connected to the Program; or disobey any requirements, procedures, policies, or regulations of such networks;
  • Interfere with another User's use of the Program;
  • Attempt to gain unauthorized access to the Program, or to other accounts, computer systems, or networks connected to the Program;
  • Transmit any file that contains viruses, worms, Trojan horses, or any other contaminating or destructive features;
  • Use the Program to conduct any activity or solicit the performance of any illegal activity or other activity that infringes the rights of others;
  • Resell, barter, trade, auction, or otherwise generate income by providing access to the Program to others.

6. Bulk Distribution Prohibited

If a Referrer provides a Personal Link to a Referred Customer by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends, family members or colleagues. Bulk email distribution, distribution to strangers, or any other promotion of a Personal Link in a manner that would constitute or appear to constitute unsolicited commercial email or “spam” in Program Entities’ sole discretion is expressly prohibited and may be grounds for immediate termination of the Referrer’s account and deactivation of the Personal Link.

7. Fraudulent and Suspicious Behavior

Program Entities may prohibit a User from participating in the Program or receiving a Referral Reward, in their sole discretion, if they determine such User is attempting to undermine the fairness, integrity, or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten, or harass any other users or representatives of Program Entities. Use of any automated system, script, or macro to participate is strictly prohibited and will result in disqualification. Users may not enter with multiple or fake emails addresses or accounts, use fictitious identities, or use any system, bot, or other device or artifice to participate in the Program or receive a Referral Reward. Program Entities reserve the right to disqualify any User and/or cancel any Referral Reward(s) it finds to be tampering with the entry process or the operation of the Program or violating these Program Terms.  Referrals generated by a script, macro, or other automated means will be disqualified. If a solution cannot be found to restore the integrity of the Program, Company reserves the right to cancel, change, or suspend the Program.

CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE PROGRAM.  SHOULD SUCH AN ATTEMPT BE MADE, PROGRAM ENTITIES RESERVE THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

8. Sign-In Credentials.

To see a User’s personal Program page or account, or to use the Program, Users will need to sign in with their credentials. Users are responsible for maintaining the confidentially of their sign-in credentials and are fully responsible for all activities that occur through the use of them. Users agree to notify the Company immediately if they believe the confidentiality of their sign-in credentials has been compromised or if they suspect unauthorized use of their account. Users agree that the Company will not be liable for any loss or damage arising from unauthorized use of their credentials.

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