Soulcare Rewards Loyalty Program

Terms and Conditions

Effective as of May 12, 2021

These are the terms and conditions (the “Terms”) of the Soulcare Rewards Loyalty Program (the “Loyalty Program”). The Terms contain important information about your rights and obligations. By participating in the Loyalty Program, you fully and unconditionally accept and agree to these Terms. If you do not agree with these Terms, please do not enroll in the Loyalty Program or, if you are currently a member of the Loyalty Program, please terminate your membership in the Loyalty Program by contacting us.

PLEASE NOTE THESE TERMS CONTAIN A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION SET FORTH BELOW, WHICH REQUIRES YOU, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST E.L.F. COSMETICS, INC. AND ITS AFFILIATES ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. YOU HAVE THE RIGHT TO OPT-OUT OF ARBITRATION AS EXPLAINED BELOW.

Overview of Loyalty Program

The Loyalty Program is sponsored by e.l.f. Cosmetics, Inc., for its Keys Soulcare brand (“Keys Soulcare” or “we”). Participants in the Loyalty Program (a “Member”) can receive Loyalty Program points (“Points”) by making qualifying purchases of Keys Soulcare products or by completing other qualifying activities, and can redeem Points for certain Rewards, all as detailed more in these Terms and on the Loyalty Program page on keysoulcare.com (the “Website”).

Participation in the Loyalty Program is voluntary. You do not need to join the Loyalty Program to purchase Keys Soulcare products (either online or through a retailer). Membership is nontransferable and is subject to present and future terms and conditions. Membership in the Loyalty Program and its benefits are offered at the sole discretion of Keys Soulcare.

For more information about the Loyalty Program or your Loyalty Program account, email us at customercare@keyssoulcare.com.

Membership

Membership in the Loyalty Program is open to individuals who are at least 16 years old and residents of the United States and residents of any country to which Keys Soulcare ships products purchased on the Website (the list of countries may be found by visiting the Webpage and clicking “Change Country” in the footer). By enrolling in the Loyalty Program, you are representing that you are at least 16 years old and a resident of an eligible country.

The Loyalty Program is available to individuals for their personal/non-commercial use only. Corporations, associations, resellers, or other groups may not participate in the Loyalty Program. Keys Soulcare reserves the right to limit the number of participants in the Loyalty Program.

Only one Loyalty Program account may be associated with a single email address—Loyalty Program accounts may not be shared across multiple email addresses. The person who is the authorized email account holder of the email address used to create the Loyalty Program account will be deemed to be the Member, except in circumstances of mistake or fraud. The “authorized email account holder” is the person who is assigned the email address used to create the Loyalty Program account by an internet provider, online service provider, or other organization that is responsible for assigning email addresses for the applicable associated domain (the domain of an email address is everything after the “@” symbol).

Enrolling in the Loyalty Program

You may enroll in the Loyalty Program through our Website and following prompts to register for the Loyalty Program. Registering for an account on our Website will also enroll you in the Loyalty Program.

To enroll, you will be required to provide your email address and create a password..

POINTS

Members may earn Points by making qualifying purchases of Keys Soulcare products or by taking certain “Point-earning” actions.

For a purchase on our Website to be considered a “qualifying purchase”, a Member must be signed into his or her Loyalty Program account at the time of purchase.

Members in certain jurisdictions may also make “qualifying purchases” from participating retailers approved by Keys Soulcare. To earn Points for a qualifying purchase from an approved retailer, a Member must sign into his or her Loyalty Program account, upload a picture of  the receipt from the retailer that features the Keys Soulcare product purchased and the retailer name, and the receipt must be verified and approved by Keys Soulcare. Keys Soulcare is not liable for illegible receipts, incomplete receipts, or problems in transmission or receipt of scanned images. More information about which retailers are “approved retailers” for receipt scanning and about how to scan receipts can be found on the Loyalty Program page on our Website. Please note that it may not be possible for Members in certain jurisdictions to make “qualifying purchases” from retailers that sell Keys Soulcare products.

The number of Points that a Member may earn through qualifying purchases may depend on that Member’s Loyalty Program loyalty tier (if there are multiple tiers). Details about how many Points can be earned from qualifying purchases can be found on the Loyalty Program page on our Website.

The following are not considered to be qualifying purchases: federal, state, provincial, local or similar taxes, shipping charges, employee discounts, purchases of gift cards, commercial account purchases, charitable donations, returns, refunds, and, merchandise credits or any Rewards or other awards. Please note that while the actual purchase of a gift card is not considered a qualifying purchase for the individual that purchased the gift card, purchasing Keys Soulcare products using a gift card will be considered qualifying purchases for the individual that used the gift card.

If a Member makes any returns and exchanges from a qualifying purchase, Keys Soulcare reserves the right to adjust or deduct the appropriate number of Points from that Member’s Point balance.

From time to time, Keys Soulcare may establish (at its sole discretion) criteria pursuant to which a Member may earn additional Points (such as, for example, by participating in a contest or sweepstakes or purchasing Keys Soulcare products during a “multiple Point” event). These activities will be posted on our Website or may be published through other media (for example, in marketing communications and social media).

A Member may not earn more than 8,500 Points through any action (including qualifying purchases or “Point earning” actions”) in any calendar year.

Due to technical limitations with respect to crediting points to accounts, it is possible that points earned may not be eligible for redemption for 24 hours once they are awarded.

If you have concerns that Points from a qualifying purchase or other qualifying activity were not properly applied to your account, you should contact us by emailing customercare@keyssoulcare.com. Your email must specify your name and email address associated with the Loyalty Program, the date of the activity, and the issue you encountered. This email must be sent no more than 30 days after the date the purchase or other activity took place. Keys Soulcare is entitled to not accept late notifications about purchases or other Loyalty Program activities not being credited to a Loyalty Program account.

Rewards and Redemption

Members can use Points to receive e.l.f. products, discounts, or other rewards (“Rewards”). Details about available Rewards can be found on the Loyalty Program page on our Website.

Points used to redeem a Reward will be deducted from the total Points available in a Member’s Loyalty Program account.

Points can only be redeemed for Rewards on our Website. To redeem a physical Reward (such as a product), a Member must provide a valid physical address.

Rewards cannot be exchanged or returned for another product or service or a monetary refund. Rewards may not be combined with any other coupon or promotion.

Loyalty Program TIERS

From time to time, as determined by Keys Soulcare in its sole discretion (and subject to applicable law), the Loyalty Program may have various “tiers” pursuant to which Members may be eligible for certain Rewards or other benefits applicable to that tier. Visit the Loyalty Program page on our Website to learn more about the Loyalty Program tiers (if any), including the criteria and process for achieving and maintaining a certain tier.

Inactivity and Deactivation/Cancellation of Accounts

All of a Member’s accrued Points will expire after 12 months of no activity. The 12 months will be rolling and will be reset at the time of activity. Activity is defined as a login to your account, making a qualifying purchase on our Website, earning Points, or redeeming Rewards. Keys Soulcare’s correction of Points in a Member’s account will not qualify as account activity. Keys Soulcare also reserves the right, in its sole discretion, to deactivate a Member’s account after 24 months of no activity. To the extent required by applicable law, we will notify you 30 days prior to such expiry and/or deactivation.

No extensions, cash refunds or other exchanges will be allowed for Points that have been removed from an Account based on inactivity.

Keys Soulcare reserves the right to deactivate a Member’s Loyalty Program account in which Points were obtained as a result of fraudulent activity by the Member, reseller activity by the Member, or, subject to applicable law, technical failures of any kind.

A Member may cancel his or her membership in the Loyalty Program at any time by contacting Keys Soulcare at customercare@keyssoulcare.com. If a Member wishes to reactivate an account, a Member must contact Keys Soulcare at customercare@keyssoulcare.com and Keys Soulcare will make the determination, in its sole discretion (subject to applicable law) whether to reactivate such Member’s account (or transfer Points from the deactivated account to a Member’s new account).

All of a Member’s accrued Points will be lost if that Member’s Loyalty Program account is deactivated or cancelled.

MODIFICATION OR TERMINATION OF LOYALTY PROGRAM

To the extent permitted by applicable law, Keys Soulcare reserves the right to cancel, modify or restrict any aspect of the Loyalty Program at any time with or without notice; provided however, to the extent required by applicable law, when making material changes to the Loyalty Program, we will consider your reasonable interests and notify you prior to such changes taking effect. You should check these Terms routinely to ensure you understand the terms that apply at that time. Your continued participation in the Loyalty Program after such posting will constitute your acceptance.

We reserve the right to change Rewards, the number of Points necessary to earn a Reward, how you earn Points and reach each Loyalty Program tier (if any), and how we evaluate and reward your eligible purchases and other Loyalty Program activity. We reserve the right to place limits on the number of purchases or activities that are eligible for the Loyalty Program or for any given tier, the number or types of Rewards you may receive or earn in any given tier, in a given time period or for the duration of the Loyalty Program, or any combination thereof.

You may terminate your participation in the Loyalty Program at any time as noted above. The Loyalty Program has no predetermined termination date and may continue until such time as Keys Soulcare, at its sole discretion, elects to terminate the Loyalty Program as a whole or your membership in the Loyalty Program. In the event that the Loyalty Program (or your membership) is terminated, Keys Soulcare will notify you of the termination date with no less than 30 days’ notice.

Communications and Privacy

Members may periodically receive non-marketing operational messages from Keys Soulcare regarding the Loyalty Program. Examples of these include the welcome message, Rewards confirmation messages, and monthly Points balance messages. If a Member has opted-out of marketing messages or not consented to receiving marketing messages, non-marketing operational messages will still be sent to that Member as it relates to membership in the Loyalty Program.

Any information that you submit to us or that we collect through your use of the Loyalty Program is subject to our Privacy Notice. For more information on how we use your information, please see our Privacy Notice.

IMPORTANT Additional Terms Conditions

The Loyalty Program is void where prohibited by law.

Points have no cash or property value, are non-negotiable, and cannot be redeemed either in whole or in part for cash. Points do not constitute property of any Member or other person and may not be brokered, bartered, pledged, gifted, shared, sold or otherwise transferred, other than by Keys Soulcare or as expressly provided for in these Terms, and any receipt or use of Points in violation of these Terms will render such Points void.

Points from multiple accounts may not be aggregated unless authorized by Keys Soulcare in its sole discretion. Points are not capable of being combined or used in connection with any other type of promotion or award.

Rewards are for personal use only—except to the extent permitted by applicable law, a Member may not sell or resell any Rewards. Keys Soulcare reserve the right (to the extent permitted by applicable law), without notice, to cancel, or reduce the quantity of, any Reward that it believes, in its sole discretion, may result in a violation of these Terms.

Membership in the Loyalty Program may be revoked at any time. Membership is nontransferable. Any abuse of the Loyalty Program, failure to follow these Terms, or any misrepresentation may subject Members to revocation of Membership if such conduct is not ceased within a reasonable time set by Keys Soulcare and will affect eligibility for further participation in the Loyalty Program.

Keys Soulcare reserves the right to seek all remedies, whether available at law or at equity, criminal or civil, in the event Member defrauds or abuses the Loyalty Program, fails to follow any terms of the Loyalty Program, or makes any misrepresentation to Keys Soulcare.

Qualifying purchases and qualifying activities, as reflected in Keys Soulcare’s records, will be deemed correct and Keys Soulcare reserves the right to determine the qualification for any transaction and to correct or modify the number Points at any time based on Keys Soulcare’s records and calculation of account information. Keys Soulcare is not responsible for communications or Rewards lost due to an inaccuracy in or change of address or other contact information.

Keys Soulcare may waive compliance with these Terms in its sole discretion and may run promotions from time to time that provide enhanced benefits to select Members. Notwithstanding the foregoing, Keys Soulcare’s failure to exercise any of its rights under these Terms or its delay in enforcing or exercising any of those rights shall not constitute a waiver of such rights or any other right or remedy, nor shall it preclude or restrict further exercise of that or any other right or remedy.

Limitation of Liability

By enrolling in the Loyalty Program, each Member agrees that Keys Soulcare and its affiliates and subsidiaries and its officers, directors, employees, representatives and agents (collectively, the “Released Parties”) will have no liability or responsibility whatsoever for, and shall be held harmless by Members or any person for, any liability for any injuries, losses or damages of any kind (including, without limitation, direct, indirect, incidental, special, consequential, or punitive or exemplary damages) to persons, including personal injury or death, or property arising in whole or in part, directly or indirectly, from any action taken or neglected to be taken with regard to the program, with the exception of errors in posting Points to Loyalty Program accounts.

The Released Parties are not responsible for: (a) loss or misdirection of, or delay in receiving, any membership application, correspondence, information about qualifying purchases, or Rewards; (b) theft or unauthorized redemption of Points or Rewards or use of a Reward caused by circumstances beyond the reasonable control of us or our representatives or agents; (c) any acts or omissions of third parties; or (d) any errors published in relation to the Loyalty Program, including, without limitation, any typographical errors, errors of description, and errors in the crediting or debiting of Points from Member accounts. Keys Soulcare reserve the right to correct, without notice, any errors. In no event shall the Released Parties be liable to any Member for any delay in or failure to perform due to causes beyond their control, including, without limitation, any act of God, and act of war, natural disaster, terrorism, or any act or omission of a third party.

Without limiting the foregoing, except as specifically provided otherwise in these program rules, everything regarding the Loyalty Program, including our Website and the Rewards, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages or exclusion of implied warranties, so some of the above limitations or exclusions may not apply.

This section will survive termination of Member’s participation in the Loyalty Program.

Applicable law in some locations, such as the State of New Jersey or the United Kingdom, does not allow the limitation of liability of certain damages set forth above, so this limitation of liability (or portions thereof) may not apply to you.

Governing Law and Jurisdiction

U.S. Members. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or the Loyalty Program or formation shall be governed by and construed in accordance with the laws of the state of California and, to the fullest extent permitted by law, subject to the Binding Arbitration Agreement below.

Non-U.S. Members. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms or the Loyalty Program or formation shall be governed by and construed in accordance with the laws of the state of New York, USA, subject only to mandatory provisions of consumer law in the country in which you reside. By enrolling in the Loyalty Program, each Member irrevocably agrees that the state and federal courts located in New York City (Borough of Manhattan), New York, USA shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

A printed version of these Terms and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent as other documents and records originally generated and maintained in printed form. Please contact Keys Soulcare if you wish to receive a printed copy of these Terms.

Binding Arbitration Agreement

The following section only applies to Members that are U.S. residents.

As used in this section, “Arbitration Provisions” refers to the provisions under this section entitled “Binding Arbitration Agreement.”

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

1. Scope of the Arbitration Agreement. Mindful of the high cost of legal disputes, not only in dollars but in time and energy, both you and Keys Soulcare agree that any dispute between you and us concerning or arising in any way out of your use of or a purchase from the Site, these Terms, any product or service, and any advertising, promotion, or other communications between you and Keys Soulcare (collectively, a “Dispute”), shall be resolved through binding individual arbitration, including threshold questions of arbitrability of the Dispute. Both you and Keys Soulcare understand and agree that we are waiving our right to sue or go to court to assert or defend our rights. However, either you or Keys Soulcare may bring any individual Dispute in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual Dispute. The term “dispute” includes any dispute, action, claim, or other controversy between you and Keys Soulcare, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.
2. Informal Dispute Resolution. Either party asserting a dispute shall first try in good faith to resolve it by providing written notice as specified below to the other party describing the facts and circumstances (including any relevant documentation) and allowing the receiving party 30 days in which to respond. Both you and Keys Soulcare agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
3. How Arbitration Works. Either party may initiate arbitration of a Dispute, will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Unless you and Keys Soulcare agree otherwise, including to conduct of arbitration by telephone or videoconference, any arbitration hearing shall take place in the county of your residence (as determined by your billing address on file with Keys Soulcare). If you live outside the United States, any arbitration will take place in San Francisco, California. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your Dispute does not exceed $10,000, Keys Soulcare will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose. In determining whether an action is frivolous, the arbitrator may consider whether Keys Soulcare has offered you a full refund of the sum you paid for items you purchased from Keys Soulcare or has otherwise offered full relief to you in relation to your individual claim). Keys Soulcare also waives any rights it may have to recover an award of attorneys’ fees and expenses against you. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Keys Soulcare are each waiving the right to trial by jury or to participate in a class action or class arbitration.
4. WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court, however, any relief must be individualized to you and shall not affect any other customer. You and Keys Soulcare also agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and Keys Soulcare hereby waive the right to a trial by jury, to assert or participate in any class action lawsuit or class action arbitration, any private attorney general lawsuit or private attorney general arbitration, and any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or representative action must be brought in a court of proper jurisdiction and not in arbitration.
5. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to:

e.l.f. Cosmetics, Inc.

RE: Keys Soulcare Arbitration Opt-Out

Attn: Legal Department

570 10th Street

Oakland, CA 94607

The notice must be sent to Keys Soulcare within 30 days of your agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Keys Soulcare also will not be bound by them.

6. Governing Law and Other Terms. These Arbitration Provisions are governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal law. To the extent state law applies to any aspect of these Arbitration Provisions, or to any disputes and claims that are covered by these Arbitration Provisions, the law of the state of California will apply. We will provide notice of any material changes to these Arbitration Provisions, in which case you will have the right to opt out of these Arbitration Provisions within 90 days after such change. Except as set forth above regarding the class action waiver provision, if any portion of these Arbitration Provisions is deemed invalid or unenforceable, it will not invalidate the remaining portions of these Arbitration Provisions. Only the arbitrator is authorized to make determinations as to the scope, validity, or enforceability of these Arbitration Provisions, including whether any dispute falls within its scope. However, the parties agree that any issue concerning the validity of the class action/representative waiver above must be decided by a court, and an arbitrator does not have authority to consider the validity of the waiver.
7. Intellectual Property Disputes. If you have in any manner violated or threatened to violate any of Keys Soulcare’s intellectual property rights, we may bring suit in any state or federal court in the state of California. You consent to exclusive jurisdiction and venue in these courts.

Severability

Where any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect under the Laws of any jurisdiction then such provision shall be deemed to be severed from these Terms and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of Keys Soulcare under these Terms and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of these Terms.