Updated: June 17, 2024

Adore Me Terms and Conditions of Use  

FOR BETA USERS OF FRIENDS TO LOVERS, ADORE ME'S LOYALTY PROGRAM, PLEASE SCROLL TO BOTTOM FOR TERMS AND CONDITIONS OF USE. 

1. Introduction

THE FOLLOWING TERMS AND CONDITIONS OF USE (“TERMS”) GOVERN YOUR USE OF THE SERVICES, DEFINED BELOW IN II ¶ 1, AND YOUR RELATIONSHIP WITH ADORE ME, INC., ITS PARENTS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, AND AFFILIATES (“WE,” “OUR,” “US,” OR “ADORE ME”). THE FOLLOWING TERMS ARE SUBJECT TO ARBITRATION.  

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS MAY HAVE CHANGED SINCE YOU LAST ACCESSED OR USED THE SERVICES. BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU AGREE TO THESE TERMS. If at any time you find these Terms unacceptable or if you do not agree to these Terms, please do not use this Site or the Services. 

Updated: June 17, 2024

Adore Me Terms and Conditions of Use  

FOR BETA USERS OF FRIENDS TO LOVERS, ADORE ME'S LOYALTY PROGRAM, PLEASE SCROLL TO BOTTOM FOR TERMS AND CONDITIONS OF USE. 

I. INTRODUCTION  

THE FOLLOWING TERMS AND CONDITIONS OF USE (“TERMS”) GOVERN YOUR USE OF THE SERVICES, DEFINED BELOW IN II ¶ 1, AND YOUR RELATIONSHIP WITH ADORE ME, INC., ITS PARENTS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, AND AFFILIATES (“WE,” “OUR,” “US,” OR “ADORE ME”). 

 

THE FOLLOWING TERMS ARE SUBJECT TO ARBITRATION.  

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS MAY HAVE CHANGED SINCE YOU LAST ACCESSED OR USED THE SERVICES. BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU AGREE TO THESE TERMS. If at any time you find these Terms unacceptable or if you do not agree to these Terms, please do not use this Site or the Services. 

Notice of Agreement to Arbitrate and Class Action Waiver  

THIS AGREEMENT INCLUDES A BINDING ARBITRATION AGREEMENT WITH A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS. THE ARBITRATION AGREEMENT REQUIRES THAT DISPUTES BE RESOLVED IN INDIVIDUAL ARBITRATIONS OR SMALL CLAIMS COURT PROCEEDINGS. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

II. ABOUT THE SERVICES  

• • 1. Services. These Terms describe the terms and conditions on which you may access and use the Adore Me website located at adoreme.com (the “Site”), the Adore Me mobile app (the “App”), the Adore Me mobile site (the “Mobile Site”), and related services (together with the Site, the App, the Mobile Site, and the Adore Me Content, as defined below, the “Services”). These Terms also apply to in-store sales, whether at Adore Me’s showroom or other Adore Me controlled venue, if any, which are part of the Services. By accessing or using any of the Services, you acknowledge that you have read, understood and agreed to be bound by these Terms. 
    

• 2. Changes in Contract Terms. We reserve the right to change the Terms on which we offer the Services, including adding new terms or deleting existing ones. If we make any material changes, we will give you reasonable and appropriate notice regarding the change. If you do not accept our changed Terms, you always have the right to cancel your use of the Services at any time. If you wish to cancel your use of the Services, please contact claims@adoreme.com. If you notify us that you do not accept our Terms, we may cancel your access to or use of the Services (as provided in section III Paragraph 6 below), as we cannot offer Services to different customers on different terms, among other reasons. If you elect not to cancel your use of the Services, your continued use of the Services constitutes acceptance of the changed Terms.  
  

• 3. Mobile Use. To the extent you access the Services through a mobile or wireless device, your carrier’s standard charges, data rates and other fees may apply.  
  

• 4. SMS. You may opt in to receive promotional texts from Adore Me on our Services or through your mobile device. Text JOIN to 50959 to receive a reply text message. Message and data rates may apply. By opting in to this service, you consent to receive mobile text alerts using an automatic telephone dialing system. Consent to receive marketing text messages is not required as a condition of purchasing any goods or services. Message frequency varies. To stop receiving promotional text messages from Adore Me, you can opt out on our Services, reply STOP to any promotion text message, or text STOP to 50959 to stop receiving Adore Me promotional messages. For additional information, text HELP to 50959 or contact 1.800.433.2367 or help@adoreme.com.
  

• 5.Participating Carriers. The following carriers participate in Adore Me’s SMS program: AT&T, Verizon Wireless, Sprint, T-Mobile, U.S. Cellular, Boost Mobile, MetroPCS, Virgin Mobile, Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central, IL (ECIT), Cellular One of Northeast Pennsylvania, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless). Please note, T-Mobile is not liable for delayed or undelivered messages. 
  

• 6. Limitations to Use of the

• Services. Children under the age of 13 may not use the Services and parents or legal guardians may not agree to these Terms on their behalf. Children under 18 years of age but at least 13 years of age may use the Site and App under the supervision of parents or legal guardians who agree to be bound by these Terms on their behalf, but such children may not purchase any clothing or accessories (“Products”) via the Services without parental consent. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child between the ages of 13 and 18, you are fully responsible for his or her use of the Services and the purchase of any Products, including all legal liability he or she may incur.  
  

• 7. Privacy. We take your privacy seriously. To learn more about our privacy practices, please read our Privacy Policy, which is available at http://www.adoreme.com/privacy-policy (the “Privacy Policy”).  

III. USE OF ADORE ME SERVICES  

• 1. Licenses. Subject to the Terms, Adore Me hereby grants you a limited, revocable, non-transferable and non-exclusive license to access and use the Services for your personal use and not for any commercial use or use on behalf of any third party, except as explicitly permitted by Adore Me in advance and in writing. Subject to the terms of these Terms, Adore Me also grants to you a limited, non-transferable, non-exclusive, revocable license to download, install and use one copy of the App in object code form only on an interactive wireless device that you own or control. In case of breach of the Terms, Adore Me reserves its right to revoke the licenses granted in this paragraph without notice to you, in addition to any other available remedy.”  
  

• 2. Replication/Distribution. Except as permitted in the paragraph above, you may not (and may not attempt to or permit any third party to) reproduce, distribute, display, rent, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile, derive the source code for, interfere with or otherwise exploit the Services or any portion or component thereof or access thereto unless expressly permitted by Adore Me in writing. You may not make any commercial use of any of the information provided through our Services or make any use of our Services for the benefit of another business unless explicitly permitted by Adore Me in advance and in writing.  
  

• 3. Use of Content on Services  
  

  • 3.1. Adore Me Content. All content and information available through the Services, including but not limited to product descriptions and specifications, product photos, advice from stylists and photos and comments from other users (“Adore Me Content”) is available to you on an “as is” basis and is to be used for general information purposes only. We may update the Adore Me Content, including Product descriptions and specifications, as we deem appropriate and without notice to you. If you have any questions about the existence of more current information, please contact Customer Care. We take your questions and requests for information seriously, and we will use reasonable efforts to respond in a timely manner.  
    

  • 3.2. 3rd Party Content. The Services may contain links or references to non-Adore Me websites, products, services or other materials or content (“Third Party Content”). This Third Party Content is provided to you as a convenience, and Adore Me is not responsible for any Third Party Content or the actions of those that provide or use such Third Party Content. Any Third Party Content is independent from Adore Me, and Adore Me has no control over the Third Party Content. In addition, a link to any Third Party Content does not imply that Adore me endorses, approves of or accepts any responsibility for the Third Party Content or its provider, or vice versa.  
    

  • 3.3. Acceptable Use. No part of the Services, including the Adore Me Content, may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording, except that Adore Me authorizes you to view, copy, download, and print Adore Me Content (such as press releases and FAQs) that is available on the Services, provided that: (a) you use the Adore Me Content solely for your personal, noncommercial, informational purposes; (b) you do not modify the Adore Me Content; and (c) you do not remove any copyright, trademark, and other proprietary notices on the Adore me Content. You may not use the Services to: (i) transmit any content, information or other materials that are, or which Adore Me considers in its sole discretion to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, obscene, lewd, lascivious, violent, harassing or otherwise objectionable, including without limitation expressions of bigotry, prejudice, racism, hatred or profanity; (ii) sell or promote any products or services, including any controlled pharmaceutical substances, tobacco, fire arms, or alcoholic beverages; (iii) introduce viruses, worms, Trojan horses and/or harmful code; (iv) display material that exploits children under 18 years of age; (v) post any content, information or other materials that infringe, misappropriate or violate any intellectual property or other right of any third party; (vi) promote or solicit any business or promote, solicit or participate in multi-level marketing or pyramid schemes; (vii) impersonate any other person, including but not limited to, a Adore Me representative; (viii) post, collect or disclose any personally identifying information (including account names) or private information about children or any third parties without their consent (or their parent’s consent in case of a child); (ix) post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation, including without limitation solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles or contests; or (x) violate any applicable local, state, national or international laws or regulations.  
    

   

• 4. Use of Your Content. If you voluntarily post, upload or make available to Adore Me or the Services, or otherwise voluntarily submit to or through Adore Me as part of your use of the Services, including the Site or App, reviews or photos relating to your use of the Products (“Your Content”), you hereby grant to Adore Me a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable (in whole or part) worldwide license to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon, perform and otherwise exploit Your Content, in whole or in part, in all media formats and distribution methods now known or hereafter devised (including on the Site and App, in email and other promotional campaigns and on third party sites promoting the Services) in connection with the Services, including but not limited to advertising, promoting, and marketing the Services, all without further notice to you, with or without attribution, without limitation as to frequency, and without the requirement of any permission from or payment to you or to any other person or entity.. By submitting Your Content, you represent and warrant that Your Content and your communication thereof conform to these Terms, and that you own or have the necessary rights, licenses, consents and permissions, without the need for any permission from or payment to any other person or entity, to exploit, and to authorize Adore Me to exploit, Your Content in all manners contemplated by these Terms. You waive all moral rights in Your Content which may be available to you in any part of the world and confirm that no such rights have been asserted. None of Your Content will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any Your Content.  
  

• 5. Email Registration. Access to parts of the Services requires the creation of a user account, including a password that you choose upon registration. You should ensure to choose a strong password and to modify it regularly. You are solely responsible and liable for any authorized or unauthorized access to your account by any person. Each time that your password or identification is used, you will be deemed to be authorized to access and use the Services in a manner consistent with the Terms, and Adore Me has no obligation to investigate the authorization or source of any such access or use of the Services. You agree to bear all responsibility for the confidentiality of your account information and all use or charges incurred from use of the Services with your account. You agree to notify Adore Me promptly of any unauthorized use of your account or password or any other breach or threatened breach of the Services’ security.  
  

• 6. Access Restriction. Any violation of these Terms may result in suspension or termination of your access to the Services and/or removal of Your Content. Adore Me may also terminate your account if Adore Me determines that your conduct poses a risk or liability to Adore Me, or for any other reason as determined by Adore Me in its sole discretion.  
  

• 7. Indemnification. By using the Services, you agree to indemnify, hold harmless and defend Adore me and its officers, directors, agents and affiliates from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim by a third party that is based on your use of the Services in violation of these Terms  
  

• 8. Careers. Adore Me may list open employment positions on or through the Services. These postings are for informational purposes only and are subject to change without notice. You should not construe any information on or made available through the Services as an offer for employment or promotion or solicitation for employment.  
  

• 9. Electronic Communications. When you use any of the Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the Mobile Site or App, and you can retain copies of these communications for your records. As a registered user of Adore Me, you agree to receive emails promoting any special offer(s), including third party offers. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may adjust your email preferences (or unsubscribe from email communications) by clicking the “unsubscribe” link at the bottom of any newsletter we’ve sent or by adjusting your preferences under the “Notifications” tab of “My Account” on the Site. If you have any questions or require further assistance, please contact us by telephone at 1.800.433.2367 Monday – Sunday 8:30 a.m. – 8:30 p.m. (EST) or by email at Help@AdoreMe.com and our agents will assist you to change your account settings and/or disable your account.  

IV. SALE OF PRODUCTS  

• 1. General Conditions. The Services include the sale of Products. This Section sets out terms and conditions that apply to your purchase of any Product.  
  

• 2. Limits. You acknowledge and agree that we may place limits on the purchase of Products, including but not limited to restricting orders placed under a single customer account, payment card or billing or shipping address. We reserve the right to limit, cancel or prohibit sales of Products for any reason, including but not limited to availability concerns.  
  

• 3. Collections. If you do not pay the amounts you owe to Adore Me when due, then Adore Me will undertake means necessary to collect on amounts outstanding.  You agree that Adore Me may charge your card on file in amounts up to, and including, all outstanding amounts, including breaking up outstanding amounts into multiple smaller charges.  If Adore Me cannot collect on amounts outstanding, we will need to institute collection procedures. You agree to pay Adore Me’s costs of collection, including, without limitation, reasonable attorneys’ fees.  
  

• 4. No Commitment. By registering your email, you’ll have access to a personal showroom which is updated monthly with a curated selection of bras, lingerie, sleepwear and more, tailored just for you. There is no obligation to buy anything in your showroom or on the Site. Adore Me cannot guarantee that a selection available in a particular month will be available in any subsequent month.  
  

• 5. Limited Warranty. We will deliver the Products you ordered, including the specified size, color and design, except in the rare event that the Product is unavailable. In such event, we will use reasonable efforts to notify you that the Product is unavailable. If we are able to reach you, you will be entitled to choose any one Product available on our Services to replace the unavailable Product. If we are unable to reach you, your order will be cancelled. Adore Me has made every effort to display as accurately as possible the colors of the products that appear on the Services. However, Adore Me cannot guarantee that your computer monitor’s or mobile device’s display of any color will be accurate. Adore Me’s liability to you for failure to comply with any of the limited warranties encapsulated in this section is limited to timely delivery of Product conforming to the warranties or a refund of the store credits actually collected for your VIP Membership in the month immediately preceding Adore Me’s failure to comply (excluding delivery charges) as determined by Adore Me.  
  

• 6. All Sales As Is. The services and products, including all trial programs, are provided “as is” without any express or implied warranties, including without limitation the warranties of merchantability, quality or fitness for a particular use. THIS DISCLAIMER DOES NOT APPLY WHERE OTHERWISE PROHIBITED BY LAW.  
  

• 7. Purchase Price. The purchase price (“Purchase Price”) for the Products will be the purchase fee and delivery charges (if applicable) listed on the Site or App in connection with your purchase of the Products. Purchase Price is as listed on the Site at the time of purchase, and is subject to change. All prices on the Adore Me Services are listed in U.S. Dollars. Adore Me is not responsible for fluctuations in the currency exchange rates against the U.S. Dollar that may affect the value of international customers’ purchases. Adore Me reserves the right to alter Purchase Price, discount, or availability of any particular item at its discretion and without notice. Upon your purchase order for a Product, you authorize Adore Me to charge your payment card for the Purchase Price. We will charge your payment card the amount of the Purchase Price immediately upon your purchase order. Unless otherwise provided in these Terms, to the extent items purchased on Adore Me are subject to tax, such tax will be applied to the Purchase Price, less applicable savings, as required by law.  
  

• 8. Payment by Credit Card. For your convenience, your credit or debit card information will be saved after your first purchase. That method of payment will apply to all future purchases, unless you notify us online or through Customer Care. We accept the following credit cards at this time: VISA, MasterCard and Discover Card. Please note, we do not accept pre-paid debit or credit cards for use in connection with the VIP ELITE or VIP Membership Programs. To maintain uninterrupted benefits on the Services, please update your credit or debit card to reflect your current account information. Please note that by continuing to use the Services, including your enrollment in the VIP/VIP ELITE program, you authorize us to bill the payment method on file, including after its expiration date, until we are notified by you or your bank or financial institution that the account is no longer valid. If a charge cannot be completed on your default payment method, including for your VIP Membership Program subscription payment or VIP ELITE styling fee, Adore Me is authorized to attempt to charge your other payment methods in order from top to bottom. For security reasons, a one cent ($0.01) fee may be applied to your credit card each month your card is charged in connection with the VIP or VIP ELITE program or per order in connection with a PAY AS YOU GO purchase.  
  

• 9. Payment with Store Credits. Store credits may be used to purchase any product offered through the Services. Store Credit may not be used to purchase products in the VIP ELITE monthly Box, although may be used by VIP ELITE Members who make purchases on the Site outside of their monthly Box. Store credits never expire. If the balance of store credit in your account is not sufficient to cover the purchase price of an order, you may supplement your store credit using a credit or debit card. For security reasons, a one cent fee per transaction may be applied to your credit card when you use store credit. Other fees, such as international shipping, processing fees, and taxes, if applicable, are additional, and cannot be paid with store credits.  
  

• 10. Cancellations. You may cancel your order in the 30 minutes following your purchase through the “My Account” dashboard. Adore Me strives to ship orders swiftly and efficiently; once placed, orders are immediately transferred to our warehouse to be fulfilled. Accordingly, we are unable to cancel orders more than 30 minutes after an order is placed. Items may be returned or exchanged in accordance with Adore Me’s return policy. Please contact us at help@adoreme.com for more information.  
  

V. SPECIAL PROGRAMS  

• 1. General. Adore Me provides certain special programs, as described under this Section.  

  • 1. 1 Adore Me reserves the right to add, remove or modify special program benefits at any time, but we will use reasonable efforts to notify you of any material changes. You may always unsubscribe from a special program at any time. Upon your request, store credits accumulated in connection with a Special Program, including the VIP Membership program, which are posted to your account are refundable for a period of 1 year after their posting. Any increases in fees that we introduce will apply to subsequent subscription renewal periods. YOUR CONTINUED PROGRAM SUBSCRIPTION AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. 
    

  • 1.2Failure to Comply with VIP Membership Terms. We reserve the right to pursue any amounts you fail to pay in connection with any special program in accordance with these Terms.  
    

  • 1.3 Termination. We may terminate any of the special programs, or your membership in any of these programs, at any time. If we do so, we will notify you concerning the membership and any benefits accrued in your account in connection with your membership.  
    

   

• 2. Shopping Options. There currently are three ways to shop for Adore Me’s services on the Site, Mobile Site, and App: you may choose Pay As You Go option (“PAYG”) or choose to join our flexible VIP Membership Program (“VIP”) or VIP ELITE Membership Program (“VIP ELITE”) (collectively, the “VIP Programs”). Either the PAYG or VIP/VIP ELITE program must be chosen during checkout on your first Adore Me order. You will always have the option to edit your selection for future purchases.  
  

  • 2.1 PAYG. The Pay As You Go option is our one-time purchase option. Shoppers pay the listed price, subject to promotions or savings, and enjoy free shipping and exchanges in the U.S.  
    

  • 2.2 VIP Membership. By selecting the VIP membership during checkout, you will be enrolled in a flexible, active membership with many benefits. Members enjoy special discounts on every purchase in addition to exclusive deals and sales, reward points and free shipping and exchanges in the U.S. Benefits of joining the VIP membership are detailed during checkout and can be found in our How it Works section. The following additional terms and conditions apply if you subscribe to our

  • VIP program:  
    

    • 2.2.1 As a VIP Member you must, between 12:00:00 AM EST on the 1st day of every month and 11:59:59 PM EST on the 5th day of every month, either purchase a full-price product on the Adore Me Services (“Monthly Purchase”) or opt to “skip” the month (together, “Shop or Skip”). 
      

    • 2.2.2 Store Credits. If you neither make a Monthly Purchase nor opt to “skip” the month, on the 6th day of the month in question your credit or debit card on file will be automatically charged $39.95, which will immediately be deposited in your account as store credit issued by AdoreMe, Inc. to be used on the Services at any time to purchase any type of product. Store credits do not expire (subject to being replaced with an electronic Gift Card issued by AdoreMe Services, LLC, as described below). Store Credits are redeemable for merchandise only. Subject to Adore Me’s refund policy, store credits have no cash value and cannot be redeemed for cash, unless otherwise required by law. Please note that VIP Membership will be billed automatically every month on the 6th day of the month if you have neither Shopped nor Skipped; VIP Members who do not actively monitor their account may accumulate store credits. 
      

    • 2.2.3 VIP members who wish to grow familiar with the perks of VIP Membership but do not wish to Shop or Skip each month have the option to enroll in our “Payment Vacation” program for a period of up to two consecutive months (the “Payment Vacation Program”). VIP Members who are enrolled in the Payment Vacation program enjoy all the benefits of VIP Membership. On or before the 25th day in the month prior to the end of the two-month Payment Vacation period, users will receive an email indicating their Payment Vacation is ending. After the end of the Payment Vacation period, a customer’s VIP Membership will automatically be reactivated and the Customer will be automatically charged $39.95 unless they either Shop or Skip in accordance with the terms of subparagraph (b)(i) above, or re-enroll in the Payment Vacation program. To enroll in the Payment Vacation program, go to your “My Account” dashboard or contact our Customer Care team.  
      

    • 2.2.4 VIP Members who opt to “skip” (on or before the 5th day 11:59:59 p.m. EST) are still free to shop any item throughout the month. 
      

    • 2.2.5 1-Year Refund Policy. Store credits posted to a user’s account in accordance with the terms of subparagraph (b)(ii) above are refundable to the user for a period of one year, which period begins at 12:00:00 AM EST on the 6th day of the month in which you are charged (the “1-Year Period”). To request a store credit refund within 30 days, please go to the “My Account” dashboard or contact our Customer Care team. To request a refund of store credit after 30 days but within the 1-Year Period, please contact claims@adoreme.com; our claims department will be happy to refund you. Store credits after the 1-Year Period are not refundable. Please also refer to our How It Works section, for additional details. Please note that requesting a refund for a store credit for the monthly charge does not affect the status of your VIP Membership. You will continue to be enrolled as a VIP Member. 
      

    • 2.2.6 Important: Automatic Replacement of Store Credits with Gift Cards. On 12:00:00 AM EST on October 7, 2018, any store credits that were issued to your account before that date that were not refunded in accordance with the above that were unused and had been outstanding for 1 year were automatically replaced with electronic Gift Cards in an amount equal to the then-outstanding value of your accumulated store credits; 
      

    • 2.2.7 Any store credits issued before 12:00:00 AM EST on October 7, 2018 but not outstanding for 1 year by 12:00:00 AM EST on October 7, 2018 were also automatically replaced with electronic Gift Cards if and when they were unused by you 1 year after issuance; and  
      

    • 2.2.8 Any store credits issued after 12:00:00 AM EST on October 7, 2018 will be automatically replaced with electronic Gift Cards if they are unused by you 1 year after issuance. The electronic Gift Cards issued to replace store credits function identically to store credits, except unlike store credits, purchases made with Gift Cards are eligible for Rewards Points, and Gift Cards may be used to purchase items from a VIP Elite Box and are transferable. 
      

    • 2.2.9 The Gift Cards are issued by AdoreMe GC, LLC, an Ohio limited liability company (“AMGC”), and are subject to the same terms and conditions applicable to other Gift Cards, as described below. AMGC is responsible for the management and operation of the store credit replacement and Gift Card program. A store credit that has been replaced with a Gift Card constitutes a contract between you and AMGC. By agreeing to be bound by these Terms, you expressly release Adore Me, Inc. and its subsidiaries and affiliates (other than AMGC) from any liability with respect to your replaced store credits and Gift Cards. You acknowledge that any such liability is the sole responsibility of AMGC. If you have any questions about your replacement Gift Card please contact AMGC at help@adoremeservices.com . Please note that the Gift Cards were previously issued by AdoreMe Services, LLC (“AMS”), an affiliate of AMGC; all outstanding Gift Cards were assigned by AMS to AMGC effective June 30, 2023. By using or accepting a Gift Card that was previously issued by AMS and assigned to AMGC, you hereby acknowledge and consent to this assignment. 
      

     

   

• 3. VIP 6th Set Free. As a VIP Member you will earn 200 VIP Points for every full-price purchase made through the Services. Please note that purchases made with promotional vouchers, and/or with the use of a coupon or other discount (with the exception of your first VIP purchase which is discounted by Adore Me), as well as sale products and promotional items, are not eligible for VIP Points. One thousand (1000) VIP Points are equal to a credit of $39.95, which will be automatically applied to your account at checkout once the 1000-point threshold is reached. 
  

• 4. Cancelling/Unsubscribing. We will do everything to make your VIP membership as satisfying as possible; however, you are free to cancel your membership or unsubscribe from our mailings any time by going to https://www.adoreme.com/customer/membership-settings. Please note, by cancelling your membership you forfeit your Reward Points. 
  

• 5. Adore Me reserves the right to terminate or freeze your VIP membership, without notice to you, at its sole discretion for conduct we believe violates our policies, is harmful to others, or is harmful to our interests. 

6. VIP Elite. The VIP ELITE membership provides our clients a monthly box of lingerie, personalized to your taste. At present, VIP ELITE is available only to Adore Me customers in the United States. Benefits of joining the VIP Elite membership are detailed during checkout. The following additional terms and conditions apply with respect to our VIP Elite program

• 6.1 Your first order will be treated as a VIP order, in accordance with the terms above. You will have access to VIP-only prices, and will be able to return or exchange your items in accordance with Adore Me’s Terms. Your VIP ELITE order may be subject to a styling fee.  
  

• 6.2 On or around the 1st week of each month following your initial purchase, our personal stylists will automatically select and send you a mix of three (3) to five (5) carefully curated items (your “Box”). Each item (set) in your Box ranges from $29.95 to $49.95 (plus taxes or fees where applicable). You will have seven (7) days from the date the Box is delivered to review the selection of items and try them on (“Try-On Period”). There are no order minimums. 
  

• 6.3 If any of the products are not to your liking, no problem! For your first order, just go online to your “My Account” section and initiate a return in accordance with our return policy below (and available at our Shipping, Returns, and Exchanges page). For subsequent months we’ll include a return RMA and shipping label in your box. Returns from your Box are always free and are not subject to a restocking fee.  
  

• 6.4 At the end of the seven (7) day Try-On Period, your credit card on file will be charged for all items from your Box not returned. Please note, pre-paid credit or debit cards may not be used in connection with the VIP Elite Program. Use of such cards may result in immediate suspension of your account and cancellation of all future orders. Please also note that for security reasons, a one cent fee may be applied to your credit card when your box is shipped to you. Store Credit may not be used to purchase items from the VIP Elite Box.  
  

• 6.5  As a VIP ELITE Member you will always have access to VIP-only prices and can shop our website for additional items anytime, subject to the Terms of our VIP Program. 
  

• 6.6 We will continue to send a new Box to you on or around the 1st week of each month until and unless you tell us not to. Please contact our Customer Care Team at help@adoreme.com or online at https://www.adoreme.com/customer/membership-settingsif you would like to skip the next month or cancel your VIP ELITE membership. We will make every effort to accommodate cancellation requests promptly, but if your next Box has already shipped, cancellation will be effective starting the following month (don’t worry, you can return the items we shipped to you!). Please note that if you cancel your VIP ELITE membership you will no longer be able to access VIP-only perks like discounted prices and special sales on our website.  
  

• 6.7 To protect you and Adore Me from fraud, Adore Me may contact you from time to time to verify your identity prior to sending you a VIP ELITE shipment. You may be asked to provide basic information about yourself to verify your Member account. Upon confirmation of your identity, Adore Me will send your monthly Box. 
  

• 6.8 Adore Me may change the cost of the items included in the Box at any time. We will give you notice of any changes to the cost of VIP ELITE subscription. 
  

• 6.9 Adore Me reserves the right to terminate or freeze your VIP ELITE membership, without notice to you, at its sole discretion for conduct we believe violates our policies, is harmful to others, or is harmful to our interests. Adore Me also reserves the right to terminate the VIP ELITE membership program at any time. 
  

• 6.10 Members of Adore Me's VIP Elite program are NOT eligible to participate in Adore Me's Friends to Lovers loyalty program. 

7. Adore Me Referral Program. (i)Adore Me may offer rewards for shoppers referring new customers, including, but not limited to a store credit or credit towards future purchases (“Referral Program”).  

• 7.1 By joining and participating in the Referral Program, you represent that you agree to these terms and conditions.  
  

• 7.2 To participate, invite your friends and family (your “Referrals”) to use your Personal Invite Link (the “Personal Link”) to join the VIP Membership program at adoreme.com (each, an “Invitation”). Only Referrals who have not previously been customers of adoreme.com (as determined by Adore Me in its sole discretion): (a) qualify to use the discount code provided in your Invitation; and/or (b) will receive an email Invitation if you select the email Invitation format provided. The Invitation will identify you (including your email address) as the user who referred such Referral to the VIP Membership program. Your Referral will be required to provide his/her email address before being able to use the Personal Link sent from you. In addition to email match, Adore Me reserves the right, and may employ other techniques, to confirm that your Referral has not previously been a customer of Adore Me. 
  

• 7.3 If the invitation is made via a social media format, your social media post might remain on the social media platform indefinitely however the Referral Program may change or be terminated at any time in Adore Me’s sole discretion. Adore Me is not responsible for invitations being made more than once by its customers on Social Media.  
  

• 7.4 Within one to three days after your qualifying Referral makes a purchase as a VIP Member, you will receive a $15 USD credit in your Adore Me account from which you shared the Referral (a “Referral Credit”). Referral Credits are redeemable for merchandise only, non-refundable, have no cash value and cannot be redeemed for cash, unless otherwise required by law.  
  

• 7.5 Please note, only purchases made by your Referral as a VIP Member are eligible for the promotion; if your Referral makes a purchase as a PAYG customer, you will not receive a Referral Credit.  
  

• 7.6 A current, valid email address must be on record for you in order for you to be eligible to receive a Referral Credit. Referral Credits are nontransferable, and will be applied to your account only.  
  

• 7.7 There is no limit to your ability to refer friends and family to Adore Me; however, you may only provide each email address and each Referral one time. You may not use spam or send unsolicited emails to persons with whom you do not personally know or have direct, voluntary two­-way communications.  
  

• 7.8 You may not collect referrals by posting the invite other than as expressly permitted in these Terms. In addition, you may not post your discount code on any of Adore Me’s social media sites.  
  

• 7.9 Adore Me may discontinue, alter or modify its referral program at any time, and shall not be liable for any outstanding referrals at the time the program is discontinued or for any further obligations. Adore Me may decline a referral at any time within its sole discretion.
  

• 8 Gift Cards.   

• 8.1 Generally. Gift Cards may be purchased online and are issued by AMGC. Gift Cards may also be issued as part of a reward, incentive or other special program. Any information shared as a result of online purchases of Gift Cards will be subject to the Privacy Policy. 
  

• 8.2 The Gift Cards were previously issued by AMS, but AMS assigned the Gift Cards and all related obligations to AMGC on June 30, 2023. Accordingly, as of 12:00:00 AM EST on June 30, 2023, all outstanding Gift Cards issued before or after that date, including store credits replaced with an electronic Gift Card as described above, are issued by and represent solely the obligation of AMGC and not AMS. AMS and its subsidiaries and affiliates (other than AMGC), including AdoreMe, Inc., bear no responsibility or liability for any Gift Cards as of 12:00:00 AM EST on June 30, 2023, and you hereby knowingly release AMS and its subsidiaries and affiliates (other than AMGC), including AdoreMe, Inc., from any and all liability or claims of any nature whatsoever arising in connection with the Gift Cards. 
  

• 8.3 Redemption. Gift Cards may only be redeemed for the purchase of merchandise available on the Services or in a participating Adore Me retail store. Redeeming a Gift Card for an item available on our Services shall entitle the user to any applicable rewards. Gift Cards never expire. Gift cards have no cash value and may not be redeemed for cash (except as otherwise required by law). Please contact our  help@adoremeservices.com  if you have any questions about the redemption or use of a Gift Card.  
  

• 8.4 Expiration/Fees. Gift Cards never expire. No fees for inactivity or service fees apply to any Gift Cards. However, Adore Me reserves the right to refuse to honor any Gift Card in the event of a disputed credit card charge, bounced check or other failure of consideration.  
  

• 8.5 Balance Inquiry. Information regarding the balance of your Gift Card is available by contacting Customer Care or by calling 1.800.433.2367 . The balance you receive when inquiring is an estimate only. In most cases, the balance is adjusted immediately when you make a purchase, but there may be occasions when the balance adjustment is delayed.  
  

• 8.6 No Refunds. No refunds are permitted with respect to the Gift Cards; all sales are final.  
  

• 8.7 Risk of Loss; Lost, Damaged, or Stolen Gift Cards. The value of any lost, damaged or stolen Gift Cards will not be replaced. With respect to mailed Gift Cards, ownership and risk of loss of Gift Cards passes to the recipient as soon as the Gift Card is delivered to the designated carrier.  
  

• 8.8 Resale Prohibited. You may not sell a Gift Card or otherwise barter for its exchange. However, you may transfer a Gift Card to another person for no monetary consideration (e.g., as a gift).  
  

• 8.9 Maximum Value. You may not purchase any single Gift Card with a value of more than $200. Moreover, you may not purchase multiple Gift Cards with a total value of more than $1,000 in any one day.  
  

• 8.10 Limitation of Liability. ADORE ME MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CARDS INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT THAT A CARD IS NON-FUNCTIONAL, YOUR SOLE REMEDY, AND ADORE ME’S SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH CARD. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OR CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU.  
  

• 8.11 Fraud/Violation of Terms. Adore Me reserves the right to refuse to honor, or to suspend or deactivate a Gift Card where Adore Me suspects that the Gift Card was obtained fraudulently, in violation of these Terms, or in violation of applicable laws or other applicable Adore Me terms and conditions. 
  

• 9. Contests. From time to time Adore Me may offer promotions (i) in connection with the downloading of its App from mobile app stores and/or the signing up to receive SMS and (ii) in connection with filling out surveys. Full contest rules (“Official Rules”) follow: 

• 9.1 NO PURCHASE NECESSARY TO ENTER OR WIN.    
  

• 9.2 HOW TO ENTER SMS CONTESTS: Beginning on the first day of each month at 12:00am EST and until the last day of each month at 11:59pm EST, download the Adore Me app from the App Store on your mobile device to be entered for one chance to win. Alternatively, enter your mobile phone number into the Adore Me Services as prompted and agree to receive SMS for a chance to win. Only two entries are permitted per user. Use of any robotic, automatic, programmed, or similar entry method or entering more than the number of times permitted will void all entries and result in disqualification. You may not enter more times than indicated by using multiple email addresses, identities, or devices in an attempt to circumvent the rules.   
  

• 9.3 HOW TO ENTER SURVEY CONTESTS: All completed surveys will be automatically entered into a drawing at the completion of each survey period for a chance to win. One entry is permitted per user. Use of any robotic, automatic, programmed, or similar entry method or entering more than the number of times permitted will void all entries and result in disqualification. You may not enter more times than indicated by using multiple email addresses, identities, or devices in an attempt to circumvent the rules.  
  

• 9.4 ELIGIBILITY: Open to residents of the 50 United States and D.C., and Canada, 18 years of age. Void where prohibited.    
  

• 9.5 DRAWING FOR SMS CONTESTS: A random drawing will be conducted on or about the end of each month by AdoreMe, Inc. (“Sponsor”) to select the winner from among all eligible entries received. Odds of winning depend on the number of entries received. Potential winner will be notified by email and must sign and return any required Affidavit of Eligibility and Release within 7 days of the date notice is sent or such other date set by Sponsor. Failure to respond within the applicable time period will result in forfeiture of prize and Sponsor shall have the option to award the prize to an alternate winner. The return of any prize notification or prize as undeliverable may result in disqualification and an alternate winner may be selected. All income taxes resulting from acceptance of prize are the responsibility of winner. By entering this sweepstakes, entrant accepts and agrees to these Official Rules and the decisions of the Sponsor, which shall be final in all matters. Acceptance of a prize also constitutes permission to the Promotion Parties to use winner’’s name for marketing purposes without further compensation or right of approval, unless prohibited by law. All federal and state laws apply.    
  

• 9.6 DRAWING FOR SURVEY CONTESTS: A random drawing will be conducted on or about the end of each survey period by AdoreMe, Inc. (“Sponsor”) to select the winner from among all eligible entries received. Odds of winning depend on the number of entries received. Potential winner will be notified by email and must sign and return any required Affidavit of Eligibility and Release within 7 days of the date notice is sent or such other date set by Sponsor. Failure to respond within the applicable time period will result in forfeiture of prize and Sponsor shall have the option to award the prize to an alternate winner. The return of any prize notification or prize as undeliverable may result in disqualification and an alternate winner may be selected. All income taxes resulting from acceptance of prize are the responsibility of winner. By entering this sweepstakes, entrant accepts and agrees to these Official Rules and the decisions of the Sponsor, which shall be final in all matters. Acceptance of a prize also constitutes permission to the Promotion Parties to use winner’s name for marketing purposes without further compensation or right of approval, unless prohibited by law. All federal and state laws apply.   
  

• 9.7 LIMITATION OF LIABILITY: By entering the sweepstakes, entrants waive all right to, and hold the Sponsor harmless from, any claim, liability, loss, damage (including punitive, incidental, and consequential damages), or expense (including attorneys’’ fees) arising out of or in connection with participation in this sweepstakes or the acceptance, use, or misuse of any prize. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. Sponsor will not be responsible for: late, incomplete, or incorrect entries; an entrant’s failure to receive prize notices due to entrant’s spam, junk e-mail, or other security settings or for entrants’’ provision of incorrect or otherwise non-functioning contact information; technical, hardware, or software malfunctions, lost or unavailable network connections, or failed, incorrect, inaccurate, incomplete, garbled, or delayed electronic communications whether caused by the sender or by any of the equipment or programming associated with or used in this sweepstakes; by any human error which may occur in the processing of the entries in the sweepstakes; or any typographical, technological, or other error in the publishing of the offer, administration of the sweepstakes, or announcement of the prize. If, in the Sponsor’s opinion, there is such an error, or there is any suspected evidence of tampering with any portion of the sweepstakes, or if technical difficulties (including viruses and bugs) compromise the integrity of the sweepstakes, Sponsor reserves the right, in its sole discretion, to cancel or modify the sweepstakes in a manner deemed appropriate. In the event of termination, winners will be selected from among all eligible entries received as of the date of termination. In the event a dispute arises as to the identity of a potentially winning entrant, entries will be declared made by the name on the online entry form.    
  

• 9.8 PRIZE: Total prize value for both SMS and SURVEY CONTESTS: $500 electronic voucher for use at www.adoreme.com. Limit one prize per family or household. No substitution or transfer of prize permitted by winner. Sponsor reserves the right to substitute a prize of equal or greater value, and/or not to choose a winner in any given month.  
  

• 9.9 CHOICE OF LAW AND FORUM: Entrant agrees that all matters arising out of or relating to the sweepstakes and these Official Rules are governed by, and construed in accordance with, the laws of New York, without giving effect to any of its conflict of laws provisions. Entrant further agrees that any legal suit, action, or proceeding arising out of or relating to the sweepstakes and these Official Rules shall be brought exclusively in the applicable federal or state courts located in New York, NY.   
  

• 9. 10 PRIVACY: Information submitted with an entry is subject to the Privacy Policy stated on https://www.adoreme.com/privacy-policy. Standard message and data rates apply to the receipt of Adore Me SMS. You can type STOP at any time to stop receiving SMS from Adore Me.    
  

• 9. 11 SPONSOR: AdoreMe, Inc. 401 Broadway, 12th Floor, NY NY 10013

10. Emails and Notifications. We want your experience with the Adore Me Services to be as enjoyable as possible. If you wish to change your email subscription preferences, including unsubscribe from emails or opt out of text messages, please visit the “Notification” section of “Your Account” on the Site, where you can adjust the frequency and type of communications you receive from us. If you have any questions or require further assistance, please contact us by telephone at 1.800.433.2367 Monday – Sunday 8:30 a.m. – 8:30 p.m. (EST) or by email at Help@AdoreMe.com and our agents will assist you to change your account settings and/or disable your account. 

VI. SHIPPING/RETURNS/EXCHANGES

• 1. Shipping. Adore me offers free shipping, free exchanges, and easy returns to and from addresses within the U.S. Adore Me offers free shipping to Canadian and Australian customers for their first order as a VIP Member; all subsequent purchases as a VIP Member and all purchases made through the PAYG program and will be shipped to Canada at the flat rate of $5.95 and Australia at a flat rate of $6.95. All purchases from the U.K., Singapore, New Zealand, Mexico, the United Arab Emirates, and Saudi Arabia are subject to $6.95 shipping and return fees. Products sold to customers in Singapore, New Zealand, Mexico, the United Arab Emirates, and Saudi Arabia are final sale and cannot be returned or exchanged. Customers in the U.K., Australia, Canada, and the U.S. may exchange products at no additional cost. Customers bear sole responsibility for all required customs fees and import tariffs applied to all non-US orders. Please refer to Adore Me’s Shipping, Return, and Exchange Policies for detailed information. Australian customers should contact our Australia Customer Care group at Australia@adoreme.com with any shipping or order-related questions. U.K. customers should contact our U.K. Customer Care group at uk@adoreme.com. 
  

• 2.All deliveries will be made through Adore Me’s shipping partners, which may change from time to time at our discretion. The shipping method used will be at the discretion of Adore Me.
  

• 3. The risk of loss and title for items purchased by you pass to you upon Adore Me’s delivery of the items to the carrier pursuant to the Adore Me’s Shipping, Return and Exchange Policies. If your package has not arrived by the designated time, please contact our Customer Care department for help tracking your package and if necessary, placing a replacement order.  
  

• 4. Adore Me US is the seller of record of the goods acquired by Mexican customers through Adore Me website. In all cases Adore Me transfers the legal title of the goods sold to Mexican customers when the goods are in US territory and immediately before such goods are imported into Mexico.
  

• 5. Exchanges. We will accept exchanges of new, unworn items within thirty (30) days of delivery for products sold to customers in the U.S., Canada, and the U.K. As soon as you initiate an exchange on our Services we will send you a voucher for each item you wish to exchange to purchase any one item then available on our Services. The originally purchased item(s) must be returned to our warehouse within thirty (30) days of delivery. If we do not receive the originally purchased item(s) for which you have requested an exchange within thirty (30) days, you will be liable for the full cost of the exchange. You are entitled to make up to three (3) exchanges of an original purchase, after which the item can no longer be exchanged or refunded. Final sale items may be exchanged only for a different size of the same style while supplies lasts. There is no exchange possible on any merchandise given away for free during a promotional operation. Please visit Adore Me’s Shipping, Return and Exchange Policies for additional information about our return policy.  
  

• 6. Returns for Store Credit. We will accept returns of new, unworn items within 30 days of delivery for store credit within the U.S., Canada, and the U.K. Final sale items are not eligible for return. There is no charge for items returned for store credit. As soon as you initiate a return on our Services we will email you a voucher for each item you wish to return; each voucher can be used to purchase any one item then available on our Services. The originally purchased item(s) must be returned to our warehouse within 30 days of delivery. If we do not receive the originally purchased item(s) for which you have requested a store credit within thirty (30) days, you will be liable for the full cost of the item(s). Please visit Adore Me’s Shipping, Return and Exchange Policies for additional information about our return policy.  
  

• 7. Returns for a Refunds. We will accept returns of new, unworn items sold within the U.S. and Canada within thirty (30) days of delivery for a refund. Final sale items are not eligible for return. All products returned for a refund are subject to a $5.95 restocking fee per set, to be deducted from the amount refunded to the original method of purchase. As soon as you initiate a return on our Services we will send you a voucher for each item you wish to return; that voucher is available to be used to purchase any one item then available on our Services until your original purchase is received by our warehouse. If you chose to use the voucher, you will not be refunded your purchase amount and you will not be charged a restocking fee. Once your new, unworn items are received, provided you have not already used your voucher, your voucher will be deactivated and a refund, minus the $5.95 restocking fee per set, will be returned to your credit or debit card. Please visit Adore Me’s Shipping, Return and Exchange Policies for additional information about our return policy.  

 

VIII. TERMINATION  

1. Any violation of these Terms may result in suspension or termination of your access to the Services and/or removal of Your Content. Adore Me may also terminate your account if Adore Me determines that your conduct poses a risk or liability to Adore Me, or for any other reason as determined by Adore Me in its sole discretion.  

2. In the event your access to the Services is terminated, your Limited License, as described above, shall be revoked; however, the remainder of the terms, including the arbitration agreement and class action waiver, shall continue to apply. 

IX. DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY

• 1. Limited Warranties. No other warranties are granted by Adore me in connection with the Services or Products.. Your sole and exclusive remedy and Adore Me’s sole and exclusive liability for a breach by Adore Me of its obligations with regard to the Services or Products shall be, at Adore Me’s option, Adore Me’s use of its commercially reasonable efforts to replace the non-conforming Product in a timely manner or a refund of your VIP Membership Fee, as applicable (excluding delivery charges if applicable).  
  

• 2. Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET OUT IN THIS AGREEMENT, THE SERVICES AND PRODUCTS, INCLUDING ALL TRIAL PROGRAMS, ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR USE. SPECIFICALLY, BUT WITHOUT LIMITATION, ADORE ME DOES NOT WARRANT THAT: (I) THE SERVICES, INCLUDING THE ADORE ME CONTENT, ARE CORRECT, ACCURATE, RELIABLE OR COMPLETE; (II) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (III) DEFECTS WILL BE CORRECTED, (IV) THE SERVICES OR THE SERVER(S) THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) THE PRODUCTS WILL BE FIT FOR YOUR INTENDED PURPOSE OR OTHERWISE ACCORD WITH YOUR EXPECTATIONS. THIS DISCLAIMER DOES NOT APPLY TO NEW JERSEY RESIDENTS. FURTHER, CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.  
  

• 3. Limitation of Liability -- UNDER NO CIRCUMSTANCES SHALL ADORE ME BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SERVICES AND/OR THE PRODUCTS, EVEN IF ADORE ME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE AS SET FORTH HEREIN OR TO DISCONTINUE YOUR USE OF THE SERVICES AND TERMINATE THESE TERMS. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF, ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO NEW JERSEY RESIDENTS. FURTHER, CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

 

X. DISPUTE RESOLUTION/ARBITRATION/CLASS ACTION WAIVER

PLEASE READ THIS ENTIRE SECTION CAREFULLY, AS YOU ARE WAIVING CERTAIN LEGAL RIGHTS IN THE EVENT OF ANY DISPUTE WITH US AND ARE AGREEING TO BINDING INDIVIDUAL ARBITRATION, AMONG OTHER THINGS.

In the unlikely event that we have a dispute that cannot be resolved through customer service, you and we agree to this dispute resolution agreement.

1. Mandatory Informal Dispute Resolution Process for Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service (including gift cards offered via the Service), your relationship with Adore Me, the Content, your User Content, these Terms, whether based in contract, statute, regulation, ordinance, tort —including, but not limited to, fraud, any other intentional tort or negligence—common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory (including, but not limited to, claims related to advertising, marketing, and communications practices), whether arising before or after the effective date of these Terms (collectively, “Dispute”), excluding claims pertaining to any of Adore Me’s actual or alleged intellectual property rights (an “Excluded Dispute”), which includes those actions set forth in Section 10.3, then you and we agree to make a good faith effort to resolve the Dispute informally prior to initiating a formal arbitration proceeding.

1.1 If you or we intend to initiate an arbitration proceeding, you or we must first send a written notice to the other providing a detailed description of the Dispute; your name and contact information (address, telephone number, and email address) or our contract information; sufficient information to enable you or us to identify any transaction at issue; and a detailed description of (1) the nature and basis of any claims, and (2) the nature and basis of the relief sought, with a detailed calculation for it. Your notice to us must be personally signed by you (and your attorney if you are represented). Our notice to you will be personally signed by an Adore Me representative (and our attorney if we are represented). If requested by us in connection with a notice initiated by you, you must personally appear at and participate in an individualized telephone settlement conference (if you are represented by an attorney, your attorney may also participate) to discuss the Dispute in a good faith effort to resolve it. If requested by you in connection with a notice initiated by us, an Adore Me representative must personally appear at and participate in an individualized telephone settlement conference (if we are represented by an attorney, our attorney may also participate).

1.2 Your notice to us must be sent via email to: help@adoreme.com. Our notice to you will be sent to you based on the most recent contact information that you have provided to us. But if no such information exists or if such information is not current, then we have no obligation under this Section 10.1. For a period of sixty (60) days from the date of receipt of a fully completed notice from the other party, Adore Me and you will engage in a good faith dialogue in order to attempt to resolve the Dispute. If the Dispute is not resolved within sixty (60) days after receipt of the fully completed notice (which period can be extended by agreement of the parties), you or we may commence arbitration consistent with the process set forth in Section 11(B) below. Compliance with this informal dispute resolution process is a condition precedent to initiating arbitration. The party initiating arbitration must include as part of the demand for arbitration a personally signed certification of compliance with the informal dispute resolution process (if you initiate arbitration, then the certification must be signed by you and by your attorney, if you are represented; if we initiate arbitration, then the certification must be signed by an Adore Me representative and our attorney, if we are represented).

1.3 The sole exceptions to the requirement to arbitrate are that: (1) either party may elect to have individual claims heard in small claims court if those claims otherwise qualify for small claims court and as long as the matter remains in such court and is not removed or appealed to a court of general jurisdiction; and (2) each party may bring suit in court to enjoin infringement or other misuse of intellectual property rights. Any applicable statute of limitations shall be tolled while the parties engage in this informal dispute resolution process. If the sufficiency of a notice or compliance with this informal dispute resolution process is at issue, it may be decided by a court at either party’s election, and any formal dispute resolution proceeding shall be stayed pending resolution of the issue. A court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration.

2. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 10.1 (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the fully completed notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND ADORE ME (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE OR ADVERTISING AVAILABLE ON OR THROUGH THE SERVICE. Dispute shall be interpreted broadly. For U.S. residents, the Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all. Disputes, including the “No Class Action Matters” set forth in Section 10.4 below. If you reside in the U.S. (and as applicable to U.S. residents), you agree that this constitutes a transaction in interstate commerce and certain portions of this Section 12 are deemed to be a “written agreement to arbitrate” pursuant to the FAA. You and Adore Me agree that we intend that this Section 10 satisfies the “writing” requirement of the FAA. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS OR REPRESENTATIVE ACTIONS. Adore Me and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 11(G) below, shall apply to and govern, as appropriate, any and all. Disputes arising between you and Adore Me without regard to any jurisdiction’s choice of law principles.

2.1 Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Consumer Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”) except as modified herein, and the arbitration will be administered by the AAA consistent with this agreement. If the AAA is unavailable or unwilling to administer the arbitration consistent with this agreement, then the parties agree that the arbitration will be administered by National Arbitration and Mediation (“NAM”) under its then-current rules as modified by this agreement. If NAM is unavailable or unwilling to administer the arbitration consistent with this agreement, the parties will work together in good faith to agree on an arbitration administrator that will do so consistent with this agreement. If the parties cannot agree on an arbitration administrator, then they will petition a court of competent jurisdiction to appoint one that will administer the arbitration consistent with this agreement. The AAA rules are available at https://www.adr.org/Rules. The NAM rules are available at https://www.namadr.com/resources/rules-fees-forms/. If you have any questions about how to access information about the AAA or NAM, please contact them (their up-to-date contact information is available on their websites) or Adore Me at help@adoreme.com.

• 2.2 To begin an arbitration proceeding, after satisfying the informal process identified in Section 10.1 above, you or we must (1) send a personally signed demand for arbitration that describes (a) the nature and basis of the claims, and (b) the nature and basis of the relief sought, including a detailed calculation for it; (2) send the signed certification of completion of the process in Section 10.1; and (3) contact the AAA, NAM, or the applicable court-appointed arbitration administrator and follow the appropriate procedures to commence the arbitration. Adore Me and you, if you or we are represented by an attorney in connection with your or our arbitration demand, agree that any arbitration demand must also be signed by your or our attorney. By signing the arbitration demand, the attorney certifies to the best of their information, knowledge, and belief, formed after a reasonable inquiry that: (1) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to impose any sanctions available under Federal Rule of Civil Procedure 11. Your demand for arbitration must be sent to us via email at: help@adoreme.com. Our demand for arbitration to you will be sent to you based on the most recent contact information that you have provided to us.
  

• 2.3 Except as provided below, you may choose to have the arbitration conducted by phone, video, in-person or through written submissions, except any Dispute over $50,000 shall have an in-person or video hearing. Adore Me reserves the right to request a hearing in any matter from the arbitrator. If you initiate arbitration, then you agree to personally appear at any in-person, video, or telephonic hearing (along with your attorney if you are represented). If we initiate arbitration, then Adore Me agrees to have a representative appear at any in-person, video, or telephonic hearing (along with our attorney if we are represented). If an in-person arbitration hearing is required, then it will be conducted at a location that is reasonably convenient to you or at another mutually agreed location. The arbitrator shall be located in reasonable proximity to you or the mutually agreed location if a hearing is required or requested consistent with the above.

• 2.4 Arbitration fees shall be governed by the applicable arbitration administrator rules unless they are authorized by law or the arbitrator determines that a claim or proceeding was frivolous or brought for an improper purpose or in bad faith (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)); but if applicable arbitration rules or laws require Adore Me to pay a greater portion or all of such fees and costs in order for this Section 10 to be enforceable, then Adore Me will have the right to elect to pay the fees and costs and proceed to arbitration. In addition, the provisions of Federal Rule of Civil Procedure 68 (cost-shifting) shall apply and be enforced by the arbitrator after entry of an award.

• 2.5 The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis. The arbitrator shall issue a reasoned written award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. Except as expressly provided herein, all issues, including scope, are for the arbitrator to decide. The arbitration award shall be binding only among the parties to the arbitration and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. This arbitration provision shall survive termination of these Terms or the Service.

3. Injunctive Relief. The foregoing provisions of this Section 10 will not apply to any legal action taken by Adore Me to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your User Content and/or Adore Me’s intellectual property rights (including such Adore Me may claim that may be in dispute), Adore Me’s operations, and/or Adore Me’s products or services.

• 4. No Class Action Matters. YOU AND ADORE ME AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. This Section 10.4 (the class action waiver) is an essential part of this agreement. If, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for public injunctive relief), and all appeals from that decision have been exhausted (or the decision is otherwise final), then the parties agree that that particular claim or request for relief may proceed in court but shall be stayed pending arbitration of the remaining claims. Specifically, and notwithstanding anything to the contrary in this Section 10, the arbitrator may not issue a “public injunction” and any such “public injunction,” if permitted, may be awarded only by a federal or state court. In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator. Notwithstanding any other provision of this Section 10, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.

• 5. Governing Law & Venue. These Terms are governed and interpreted pursuant to the laws of the State of New York, notwithstanding any principles of conflicts of law. Any disputes in connection with these Terms that, notwithstanding the mandatory arbitration provision we have agreed to below, results in court action, except for claims that are to be handled by a small claims court, shall be resolved exclusively by a state or federal court located in New York, New York, and you specifically consent to the personal jurisdiction of such courts and waive any objection to the convenience of this forum.

• 6. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may elect to have heard a qualifying claim or Dispute (but not Excluded Disputes) in small claims court of competent jurisdiction as long as the matter remains in such court and is not removed or appealed to a court of general jurisdiction and advances only on an individual (non-class, non-representative basis).

7. Additional Procedures for Mass Arbitration. If your claim is part of twenty-five (25) or more similar claims asserted against Adore Me by the same or coordinated counsel or are otherwise coordinated, you understand and agree that these additional procedures apply and the resolution of your Dispute might be delayed. You agree to the following staged process and application of the AAA Multiple Consumer Case Filing Fee Schedule (or NAM fee schedule). Your counsel and Adore Me shall each pick twenty-five (25) cases (per side) to proceed in individual arbitration proceedings as part of an initial staged bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a staged bellwether process. Each side may elect to have its cases for any given set of proceedings selected by it, by the AAA (or NAM), or randomly. The parties agree that after completion of the first set of fifty (50) individual arbitration proceedings, they shall participate in a mediation session with a former state or federal court judge in an effort to resolve the remaining claims or to discuss potential ways to streamline the procedures for adjudicating the remaining claims. If the parties are unable to resolve the remaining cases after the conclusion of the initial fifty (50) proceedings, each side shall pick another twenty-five (25) cases (per side) to proceed to individual arbitration proceedings as part of a second staged bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged bellwether process. Each side may elect to have its cases for any given set of proceedings selected by it, by the AAA (or NAM), or randomly. The parties agree that after completion of the second set of fifty (50) individual arbitration proceedings, they shall participate in a mediation session with a former state or federal court judge in an effort to resolve the remaining claims or to discuss potential ways to streamline the procedures for adjudicating the remaining claims. If the parties are unable to resolve the remaining cases after the conclusion of the second set of fifty (50) proceedings, this staged process shall continue, consistent with the parameters set forth above, except that the parties may elect to meet and confer to discuss increasing the number of cases to proceed in each set of staged proceedings or to otherwise modify the procedures to resolve the remaining claims as informed by the prior arbitration proceedings. A single arbitrator shall preside over each case, and the same arbitrator may not be assigned to more than one case in any given set of 50 (or more should the parties agree) proceedings unless the parties agree otherwise. The arbitrators assigned to each set of proceedings shall not be identical. This staged process shall continue, consistent with the parameters identified above, until all the claims included in the mass arbitration, including your case, are adjudicated, settled, withdrawn, or otherwise resolved. You agree that Adore Me may request an in-person, video, or telephonic hearing from the arbitrator when your claim is selected to move forward as part of a staged process. If a hearing is required, you agree that you will personally appear (with your attorney if you are represented). The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this process from the time the first cases are selected for a staged process until the time your case is selected to proceed as part of a staged process, settled, withdrawn, or otherwise resolved. A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands. The parties agree to participate in this process in good faith. Consistent with these additional procedures, the parties may elect to meet and confer, enter into a “cooling off” period, and/or further mediate any or all of the remaining claims at any time or to discuss and potentially agree to modifications to this process to ensure efficiency and an open dialogue throughout this process.

8. Future Changes to Dispute Resolution Section. Notwithstanding any provision to the contrary, we agree that if Adore Me makes any future changes to this Section 10 (other than a change to the email address), you may reject any such change by sending us written notice within thirty (30) days of the change to the email address provided above. This is not an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section 10.

XI. MISCELLANEOUS  

• 1. Jurisdictional Issues. Adore Me makes no representation that the Services are appropriate or available for use outside the United States, Canada, Australia, the United Kingdom, Singapore, New Zealand, Mexico, the United Arab Emirates, or Saudi Arabia. Those who choose to access the Services or any part thereof from outside one of these jurisdictions do so at their own risk and are responsible for compliance with applicable local laws. The Services may contain references or cross references to products or services that are not available or approved by the appropriate regulatory authorities in countries outside the United States. Such references do not imply that Adore Me intends to announce or make available such products or services to the general public, or in your country. Contact Adore Me at help@adoreme.com to determine which products and services may be available to you.  
  

• 2. Export Laws. The laws of the United States of America prohibit the export of certain software and data and products to particular persons, territories, and foreign states. You agree not to export the Services, including the Adore Me Content, or any part thereof, in any way, in violation of United States law.  
  

• 3. Typographical Errors. In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, Adore Me shall have the right to refuse or cancel any orders placed for a product listed at the incorrect price. Adore Me shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card has been charged. If your credit card has already been charged for the purchase and your order is canceled, Adore Me shall immediately issue a credit to your credit or debit card account in the amount of the charge.  
  

• 4. Entire Agreement. These Terms are the entire agreement between you and Adore Me relating to the subject matter herein and shall not be modified except by Adore Me in accordance with these Terms, or as otherwise agreed in writing by you and Adore Me. No employee, agent or other representative of Adore Me has any authority to bind Adore Me with respect to any statement, representation, warranty or other expression not specifically set forth in these Terms.  
  

• 5. Third Parties. This Site may contain links to websites controlled by parties other than Adore Me (each a “Third Party Site”). Adore Me may work with certain partners and affiliates whose sites are linked with Adore Me. Adore Me is not responsible for and does not endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party Site, any web site accessed from a Third Party Site or any changes or updates to such sites. Adore Me makes no guarantees regarding the content or quality of the products or services provided by such sites. Adore Me is not responsible for webcasting or any other form of transmission received from any Third Party Site. Adore Me is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Adore Me of the Third Party Site. You acknowledge that you bear all risks associated with access to and use of content provided on a Third Party Site and agree that Adore Me is not responsible for any loss or damage of any sort you may incur from dealing with a third party. You should contact the site administrator for the applicable Third Party Site if you have any concerns regarding such links or the content located on any such Third Party Site.  
  

• 6. Severability & Waiver. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. The preceding sentence does not apply to New Jersey residents or transactions. The failure of a party to require performance of any provision will not affect such party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.  
  

• 7. Force Majeure. Adore Me will not be liable for, or be considered to be in breach of these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond Adore Me’s reasonable control.  
  

• 8. Final Form. Your edits or changes to either the online or offline versions of this Agreement or a membership offer will not be effective, regardless of form.  
  

• 9. Contact Information. Please send any questions or comments, or report violations of these Terms, to Adore Me at legal@adoreme.com or Adore Me, Inc., Attn: Legal, 401 Broadway, 12th Floor, New York, New York, 10013. This address will not respond to questions about orders or individual memberships.

ADORE ME REWARDS PROGRAM (FRIENDS TO LOVERS)

TERMS AND CONDITIONS

Last Updated: June 17, 2024

PLEASE READ THE FOLLOWING TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS IN THE ADORE ME REWARDS PROGRAM (THE “PROGRAM”).

THIS AGREEMENT CONTAINS A MANDATORY DISPUTE RESOLUTION PROVISION AND ARBITRATION AGREEMENT WITH A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. THIS ARBITRATION AGREEMENT REQUIRES THAT DISPUTES BE RESOLVED IN INDIVIDUAL ARBITRATION OR SMALL CLAIMS COURT PROCEEDINGS. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN A COURT PROCEEDING. PLEASE REVIEW THOSE SECTIONS CAREFULLY.

BY CONTINUING TO USE ADORE ME'S SERVICES AFTER THE LAUNCH OF OUR FRIENDS TO LOVERS PROGRAM YOU AGREE TO ACCEPT THESE PROGRAM TERMS AND CONDITIONS (THE “TERMS”) AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND CONSENT TO THESE TERMS AND TO THE ADORE ME PRIVACY POLICY, TERMS OF USE, AND ANY OTHER APPLICABLE TERMS AND AGREEMENTS RELATED TO YOUR USE OF OUR SITES AND SERVICES, ALL OF WHICH ARE EXPRESSLY INCORPORATED BY REFERENCE.

BY PARTICIPATING IN THE PROGRAM YOU AGREE AND ACCEPT TO BE AUTOMATICALLY OPTED-IN TO RECEIVE MARKETING EMAILS. YOU CAN UNSUBSCRIBE TO THESE EMAILS AT ANY TIME. YOU MAY OPT-OUT OF THE EMAIL LIST BY FOLLOWING THE INSTRUCTIONS LOCATED AT THE BOTTOM OF EACH COMMERCIAL EMAIL OR BY COMPLETING THE EMAIL OPT-OUT FORM. IF YOU OPT-OUT OF THE ADORE ME EMAIL LISTS, WE MAY STILL SEND YOU OPERATIONAL OR TRANSACTIONAL MESSAGES, SUCH AS PASSWORD-RESET OR ACCOUNT RELATED INFORMATION.

I. General Information; Definitions; Changes.

• 1. The Program is a rewards-based program offered and serviced exclusively by, and at the sole discretion of, Adore Me (collectively referred to as “Adore Me,” “we,” “our,” “ours,” and “us”). The Program is made available only in the 50 United States, the District of Columbia, and Puerto Rico (collectively the “U.S.”). The Program may be made available in limited availability in other jurisdictions from time to time. Each individual participating in this Program (also referred to as “you,” “your,” or “Participant”) agrees to be bound by these Terms. Corporations, groups, and associations are not eligible to participate in the Program. These Terms supersede all previous terms and conditions applicable to the Program or any past iteration thereof. These Terms may be supplemented with additional terms, conditions, and disclosures, including but not limited to applicable terms related to any promotional offers provided to you for use with the Program.
  
  

  • 1.1 In general, the Program allows you to earn reward points (“Points”) on the U.S. dollars you spend as described in Section I.3 below. Points are redeemable for rewards (“Rewards”) as specified in Section II below.
    

  • 1.2 These Terms contain the entire understanding between you and us regarding the Program. ADORE ME MAY CHANGE THE PROGRAM AND THESE TERMS AT ANY TIME AND FOR ANY REASON. Accordingly, we have the right to modify, add or delete all or any portion of the Terms, benefits, Rewards or Points, at any time in our sole discretion, with or without notice, even if such changes affect the value or Points you have already accumulated, the value of the Rewards and/or the time period for redemption; provided that if notice of such action is required by law, such notice will be provided in accordance with such laws. By continuing to participate in the Program, you hereby accept any changes to the Program or Terms. If the Program is terminated, all unredeemed benefits will be forfeited without any obligation or liability and will not be honored upon termination or after conclusion of the notice period, if any notice is required by law.

  • 
    

  • All information collected in connection with the Program is subject to the Adore Me privacy policy, which can be accessed here. Purchases made on adoreme.com are subject to website Terms and Conditions/Terms of Use found here. In the event that any website Terms and Conditions/Terms of Use conflict with these Terms, these Terms control in any matter relating to the Program.
    

   

• 2. Membership and Eligibility. General Program Participation: In order to be eligible to participate in the Program, you must be a U.S. resident and you must be at least 18 years of age. Further, you must provide us with certain personal information (e.g., name, valid email address, home address, and phone number). Participants can enroll in the Program at checkout online, or at special sign-up events (”Participants”). Limit one Participant per email address. All Adore Me VIP and PAYG customers who have placed at least one purchase since January 1, 2023 will automatically be enrolled in the Friends to Lovers program.  The Friends to Lovers Program is not open to VIP Elite customers.  If you are a VIP or PAYG customer who then enrolls in our VIP Elite program, you understand you can no longer be a member of the Friends to Lover Program and will forfeit any benefits associated therewith. 
  

• 3. Earning Points. You will earn Points that are applied towards generating Rewards when you make purchases of goods for personal, family, or household purposes that are tied to your Program account and made online at adoreme.com or in-store at a Adore Me Store located within the U.S. (“Net Eligible Purchases”), subject to the following exclusions: taxes; product discounts; shipping fees; returns, refunds or credit adjustments; gift card or e-gift card purchases; services offered such as gift wrapping; and purchases made through third-party affiliates.

• 4. Participants, regardless of tier status, will earn Points for every $1 spent on Net Eligible Purchases according to the following schedule which is subject to change at Adore Me’s sole discretion at any time:
  Friend Tier = 5 Points per $1
  Admirer Tier = 7 Points per $1
  Crush Tier = 10 Points per $1
  Lover Tier = 12 Points per $1

• 5. Points are rounded up to the nearest whole number based on the item-level value of the Net Eligible Purchase times the Points multiplier of the Participant’s tier. Earning calculations that end in .01 or higher will round up to the next whole point value. For instance, for a $37.65 item that is the subject of a Net Eligible Purchase, a Participant that earns 5 points per $1 spent on Net Eligible Purchases would earn 189 Points (37.65 x 5 = 188.25, rounded up to 189).
  

• 6. Returned items that are refunded will result in a corresponding reduction of the Loyalty Points wallet.  In the event your Loyalty Points wallet is already at 0 - for whatever reason your wallet is a 0, either because your Points have been reduced or because you have just been issued a Reward - your point balance will dip into a negative reserve, although your point wallet will continue to show a 0 Point accrual.  Once you have spent enough on purchases to surpass the negative reserve, you will resume earning points towards the next Loyalty Tier. We reserve the right to verify and adjust Points at any time. There is no maximum number of Points that may be earned per billing cycle or year.
  

• 7. From time to time, we may make special offers for you to earn additional Points on specific purchases (“Bonus Point Promotions”). The terms and conditions for any such Bonus Point Promotions (such as qualifying purchases and the number of additional Points you may earn) will be disclosed at the time of offer. Please read the terms and conditions applicable to any such Bonus Point Promotion carefully, as there may be important conditions or limitations (such as blackout periods, Point limitations or exclusions). For email only benefit offer(s), you must provide and maintain a valid email address to receive offer(s). Availability of any Bonus Point Promotion is subject to change without notice. Separate Bonus Point Promotions cannot be combined at any time and do not apply retroactively to previous purchases. Bonus Points may take up to 6 weeks to be posted to your account.
  

• 8. Any Points you earn are considered a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable right solely for use towards the earning of Rewards. Accordingly, you have no property, proprietary, intellectual property, ownership, or monetary interest in your Points, which remain Adore Me property at all times. Points have no "real world" or cash value and are not redeemable for cash, transferable or assignable for any reason or otherwise by operation of law. Points have no purpose or use except in exchange for rewards (if any) offered via the Program. Accordingly, Points may not be sold, purchased, brokered, bartered, transferred or altered in any way by you. Any attempted transaction of such sort will automatically be void. Anyone engaging in such transactions will be liable for damages to us, including, but not limited to, consequential damages, third party damages, transaction costs, attorney's fees and court cost.

II. Tier Status Details 

1. Tier Status Details. Tier status can be reached by meeting the stated spend amount for each tier within a Program Year, as set forth in the table below. Accounts will be evaluated for upgrades on a regular cadence. Once the spend threshold is met, the upgrade will occur, and the new tier status will be reflected on the Account within approximately 72 hours. The “Program Year” runs from January to December; however, the first Program Year runs from February 19 to December 31, 2024. Upgrades are based on Net Eligible Purchases at Adore Me stores in the U.S. and on adoreme.com within a Program Year. However, spend towards tier evaluation will exclude tax; shipping; gift card purchases; services offered (e.g., gift-wrapping); and purchases made outside of Adore Me, including purchases made through third-party affiliates.

Below is a description of how to qualify for, and a complete list of, benefits* associated with each tier:

Friend Category

• How to qualify - has to place a first order 

• Rewards- 2, 000 points = $10

• Birthday Coupon - $5 Reward

• Exclusive Sales- Good 

• Points System - 2x a year 

Admirer Category 

• How to qualify - $100 in a Program Year  

• Rewards- 2,000 points = $10

• Birthday Coupon - $10 Reward

• Exclusive Sales- Great 

• Double Points Days - 6x a year 

Crush Category 

• How to qualify - $300 in a Program Year  

• Rewards- 2,000 points = $10

• Birthday Coupon - $15 Reward

• Exclusive Sales- Amazing

• Double Points Days - 1x per month

Lover Category 

• How to qualify - $500 in a Program Year  

• Rewards- 2,000 points = $10

• Birthday Coupon - $20 Reward

• Exclusive Sales- Best

• Double Points Days - 2x per month

*You must provide and maintain a valid email address. All benefit offer(s) will be emailed to the email address associated with Participant’s Program account. Review offer for full details and exclusions.

• 2. Maintaining Tier Status. Members will remain at this tier status until a higher qualifying tier status is reached. Once a Participant has reached Admirer, Crush or Lover tier status, the upgraded tier status is applicable for the remainder of the Program Year in which the tier status was reached and for one subsequent Program Year, during and after which annual requalification is required.
  

• 3. Rewards. Participants will receive a $10 Reward for every 2,000 Points earned, subject to exceptions at Adore Me’s sole discretion. Rewards are subject to change without notice. Rewards are redeemable only for the specified dollar amount off qualifying purchases, as indicated on your Reward, online at www.adoreme.com or through our app. Once a Reward has been issued, your Points balance will be reduced by the number of Points used to obtain the Reward.
  

• 4. Rewards and benefits (e.g., anniversary and birthday gifts) will be emailed to the email associated with your Program, or made available in our app upon log-in, within six (6) weeks after you achieve a Reward. Rewards expire ninety (90) days from the date they are issued. Please review the expiration date on your Reward.
  

• 5. When redeeming a Reward, the value of the qualifying purchase must be equal to or greater than the value of the total Reward(s) being used. Each Reward may only be applied toward and used for a single qualifying purchase. We may limit the number of Rewards that can be redeemed on a single transaction. Any additional exclusions or limitations for use of Rewards will be provided to you upon receipt of the Reward. Rewards have no cash value and cannot be credited to an account, redeemed for cash, applied to a previous purchase or used for purchasing gift cards or e-gift cards. Selling Rewards is prohibited. The value of Rewards will not be refunded on a merchandise return in stores, or on a return, exchange or cancellation online. We are not responsible for lost or stolen Rewards. Any additional exclusions or limitations for use of Rewards will be provided to you upon receipt of the Reward.
  

• 6. To the extent permitted by applicable law, we may cancel any earned or outstanding Rewards if we become insolvent, unable to pay our debts when due, file an action under the U.S. Bankruptcy Code or have such an action filed against us. Points expire 12 months from the date on which they are earned. Once Points expire, they will no longer apply toward Reward generation. You will also forfeit your unused and unexpired Points if you attempt to violate the prohibitions on the transfer of Points, selling or attempting to sell Points.

III. Communications, Program Activity, and Customer Service

• 1. Communications, Program Activity, and Customer Service. We may communicate with you regarding matters related to the Program, such as matters concerning your account and special offers, by mail, telephone, or electronic communication. We are not responsible for communications, including Rewards, lost due to change of address or other contact information.
  
  You can view your Program activity online at https://www.adoreme.com/customer/rewards. For any questions regarding the Program, you can contact our Customer Care department at Help@AdoreMe.com or at 1.800.433.2367 (Monday – Sunday 8:30 a.m. – 8:30 p.m. (EST)). 
  

• 2. Points Disputes. If Points you believe were earned have not timely posted to your Points balance, you may dispute your Points balance ("Points Dispute") by contacting our Customer Care department at Help@AdoreMe.com or by calling at 1.800.433.2367 (Monday – Sunday 8:30 a.m. – 8:30 p.m. (EST)). Points Disputes may also be submitted in writing to Adore Me, 401 Broadway, 12th Floor, New York, NY 10013. We will use reasonable efforts to investigate your Points Dispute if you notify us within 90 days of the applicable purchase date. If you do not notify us within that period, you waive your right to make a Points Dispute with respect to that purchase. We may require you to provide written confirmation of the Points Dispute and the applicable purchase receipt and may decline to investigate further if you do not provide the requested confirmation or a valid receipt. Upon completion of the investigation, we will have no further responsibilities if you later reassert the same Points Dispute. Your sole and exclusive remedy, and our maximum liability to you, in the event you prevail in a Points Dispute, is for us to credit the disputed Points to your Points balance.

IV. LIMITATIONS OF LIABILITY AND DAMAGES

• 1. LIMITATIONS OF LIABILITY AND DAMAGES. Solely for purposes of this Section 9, “Adore Me” includes Adore Me, Adore Me Stores, and Adore Me’s parent company, Victoria’s Secret & Company, and each of their respective parents, subsidiaries, affiliates, predecessors, successors and assigns, and each of their respective officers, directors, employees and agents.
  

• 2. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, THE PROGRAM AND ALL PRODUCTS AND SERVICES PURCHASED THROUGH OR OTHERWISE PROVIDED BY ADORE ME ARE PROVIDED ON AN “AS IS” BASIS. ADORE ME DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. ADORE ME DOES NOT WARRANT THAT THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.
  
  YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ADORE ME SHALL NOT BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DIRECT OR INDIRECT LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHERWISE), INJURY, CLAIM, OR LIABILITY OF ANY KIND OR CHARACTER WHATSOEVER BASED UPON OR RESULTING FROM YOUR PARTICIPATION IN OR INABILITY TO PARTICIPATE IN THE PROGRAM.
  
  YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ADORE ME FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, DEMANDS, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING OR ARISING OUT OF YOUR BREACH OF ANY OF THESE TERMS.
  
  To the fullest extent permitted by applicable law, the foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Adore Me was advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Program).
  
  Notwithstanding the foregoing, to the fullest extent permitted by applicable law, any liability that Adore Me may have to you in connection with the Program shall be limited to the amount of any Rewards you have earned in accordance with these Terms.
  
  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER PARTY, THEN YOU OR WE MUST COMMENCE SUCH DISPUTE (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION IV.2) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR SUCH DISPUTE WILL BE FOREVER BARRED. “Commence” means, as applicable: (i) by delivery of written notice as set forth above in Section IV.2; (ii) filing for arbitration as set forth in Section IV.3; or (iii) filing an action in state, Federal or provincial court. Notwithstanding anything to the contrary herein, this contractual limitations period shall not apply with respect to Disputes arising out of or in connection with the actual or alleged intellectual property rights of Adore Me.

• 3. DISPUTE RESOLUTION. Please read this section carefully – it may significantly affect your legal rights. It contains procedures for mandatory pre-dispute resolution, binding arbitration, and jury trial and class action waiver.
  
  

• 3.1 In the unlikely event that we have a dispute that cannot be resolved through customer service, you and we agree to these provisions. You and we may each be referred to herein as a “party” and collectively as the “parties.”
  

• 3.2 Mandatory Informal Dispute Resolution Process. If any controversy, allegation, or claim arises out of or relates to the Program or these Terms or any aspect of your relationship with us (excluding any Points Disputes, which are addressed in Section 8; a “Dispute”), whether heretofore or hereafter arising, then you and we agree to make a good faith effort to resolve the Dispute informally prior to initiating a formal arbitration proceeding. Dispute shall be interpreted broadly.
  

• 3.3 If you or we intend to initiate an arbitration proceeding, you or we must first send a written notice to the other providing a detailed description of the Dispute; your name and contact information (address, telephone number, and email address) or our contract information; sufficient information to enable you or us to identify any transaction at issue; and a detailed description of (1) the nature and basis of any claims, and (2) the nature and basis of the relief sought, with a detailed calculation for it. Your notice to us must be personally signed by you (and your attorney if you are represented). Our notice to you will be personally signed by our representative (and our attorney if we are represented). If requested by us in connection with a notice initiated by you, you must personally appear at and participate in an individualized telephone settlement conference (if you are represented by an attorney, your attorney may also participate) to discuss the Dispute in a good faith effort to resolve it. If requested by you in connection with a notice initiated by us, our representative must personally appear at and participate in an individualized telephone settlement conference (if we are represented by an attorney, our attorney may also participate).
  

• 3.4 Your notice to us must be sent via email to: legal@adoreme.com. Our notice to you will be sent to you based on the most recent contact information that you have provided to us. For a period of sixty (60) days from the date of receipt of a fully completed notice from the other party, we and you will engage in a good faith dialogue in order to attempt to resolve the Dispute. If the Dispute is not resolved within sixty (60) days after receipt of the fully completed notice (which period can be extended by agreement of the parties), you or we may commence arbitration consistent with the process set forth below. Compliance with this informal dispute resolution process is a condition precedent to initiating arbitration. The party initiating arbitration must include as part of the demand for arbitration a personally signed certification of compliance with the informal dispute resolution process (if you initiate arbitration, then the certification must be signed by you and by your attorney, if you are represented; if we initiate arbitration, then the certification must be signed by our representative and our attorney, if we are represented.).
  

• 3.5 The sole exceptions to the requirement to arbitrate are that: (1) either party may elect to have individual claims heard in small claims court if those claims otherwise qualify for small claims court and as long as the matter remains in such court and is not removed or appealed to a court of general jurisdiction; and (2) each party may bring suit in court to enjoin infringement or other misuse of intellectual property rights. Any applicable statute of limitations shall be tolled while the parties engage in this informal dispute resolution process. If the sufficiency of a notice or compliance with this informal dispute resolution process is at issue, it may be decided by a court at either party’s election, and any formal dispute resolution proceeding shall be stayed pending resolution of the issue. A court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration.
  

• 4. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section IV.3 above within sixty (60) days of receipt of the fully completed notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND ADORE ME (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT—INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH OR PROVIDED BY ADORE ME OR ADVERTISING MADE AVAILABLE BY ADORE ME. Dispute shall be interpreted broadly. For U.S. residents, the Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all Disputes, including the “No Class Action Matters” set forth in Section IV.6 below. If you reside in the U.S. (and as applicable to U.S. residents), you agree that this constitutes a transaction in interstate commerce and certain portions of this Section IV are deemed to be a “written agreement to arbitrate” pursuant to the FAA. You and Adore Me agree that we intend that this Section IV.4 satisfies the “writing” requirement of the FAA. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS OR REPRESENTATIVE ACTIONS. Adore Me and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section IV.9 below, shall apply to and govern, as appropriate, any and all Disputes arising between you and Adore Me without regard to any jurisdiction’s choice of law principles.

• 4.1 Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Consumer Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”) except as modified herein, and the arbitration will be administered by the AAA consistent with these Terms. If the AAA is unavailable or unwilling to administer the arbitration consistent with these Terms, then the parties agree that the arbitration will be administered by National Arbitration and Mediation (“NAM”) under its then-current rules as modified by these Terms. If NAM is unavailable or unwilling to administer the arbitration consistent with these Terms, the parties will work together in good faith to agree on an arbitration administrator that will do so consistent with these Terms. If the parties cannot agree on an arbitration administrator, then they will petition a court of competent jurisdiction to appoint one that will administer the arbitration consistent with these Terms. The AAA rules are available at https://www.adr.org/Rules. The NAM rules are available at https://www.namadr.com/resources/rules-fees-forms. If you have any questions about how to access information about the AAA or NAM, please contact them (their up-to-date contact information is available on their websites) or Adore Me at legal@adoreme.com.
  

• 4.2 To begin an arbitration proceeding, after satisfying the informal process identified in Section IV above, you or we must (1) send a personally signed demand for arbitration that describes (a) the nature and basis of the claims, and (b) the nature and basis of the relief sought, including a detailed calculation for it; (2) send the signed certification of completion of the process in Section IV; and (3) contact the AAA, NAM, or the applicable court-appointed arbitration administrator and follow the appropriate procedures to commence the arbitration. Adore Me and you, if you or we are represented by an attorney in connection with your or our arbitration demand, agree that any arbitration demand must also be signed by your or our attorney. By signing the arbitration demand, the attorney certifies to the best of their information, knowledge, and belief, formed after a reasonable inquiry that: (1) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to impose any sanctions available under Federal Rule of Civil Procedure 11. Your demand for arbitration must be sent to us via email at: legal@adoreme.com. Our demand for arbitration to you will be sent to you based on the most recent contact information that you have provided to us.
  Except as provided below, you may choose to have the arbitration conducted by phone, video, in-person or through written submissions, except any Dispute over $50,000 shall have an in-person or video hearing. We reserve the right to request a hearing in any matter from the arbitrator. If you initiate arbitration, then you agree to personally appear at any in-person, video, or telephonic hearing (along with your attorney if you are represented). If we initiate arbitration, then Adore Me agrees to have a representative appear at any in-person, video, or telephonic hearing (along with our attorney if we are represented). If an in-person arbitration hearing is required, then it will be conducted at a location that is reasonably convenient to you or at another mutually agreed location. The arbitrator shall be located in reasonable proximity to you or the mutually agreed location if a hearing is required or requested consistent with the above.
  

• 4.3 Arbitration fees shall be governed by the applicable arbitration administrator rules, unless they are authorized by law or the arbitrator determines that a claim or proceeding was frivolous or brought for an improper purpose or in bad faith (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)); but if applicable arbitration rules or laws require Adore Me to pay a greater portion or all of such fees and costs in order for this Section 10 to be enforceable, then Adore Me will have the right to elect to pay the fees and costs and proceed to arbitration. In addition, the provisions of Federal Rule of Civil Procedure 68 (cost-shifting) shall apply and be enforced by the arbitrator after entry of an award.
  

• 4.4 The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis. The arbitrator shall issue a reasoned written award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. Except as expressly provided herein, all issues, including scope, are for the arbitrator to decide. The arbitration award shall be binding only among the parties to the arbitration and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. This arbitration provision shall survive termination of these Terms and your participation in the Program.

• 5. Injunctive Relief. The foregoing provisions of this Section 10 will not apply to any legal action taken by Adore Me to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Program, its services, user content, and/or Adore Me’s intellectual property rights (including such Adore Me claim that may be in dispute), Adore Me’s operations, and/or Adore Me’s products or services.
  

• 6. No Class Action Matters. YOU AND ADORE ME AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. This Section 10(D) (the class action waiver) is an essential part of these Terms. If, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for public injunctive relief), and all appeals from that decision have been exhausted (or the decision is otherwise final), then the parties agree that that particular claim or request for relief may proceed in court but shall be stayed pending arbitration of the remaining claims. Specifically, and notwithstanding anything to the contrary in this Section 10, the arbitrator may not issue a “public injunction” and any such “public injunction,” if permitted, may be awarded only by a federal or state court. In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator. Notwithstanding any other provision of this Section 10, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
  

• 7. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute arising hereunder may only be instituted in state or federal court in Franklin County, Ohio. Accordingly, you and Adore Me consent to the exclusive personal jurisdiction and venue of such courts for such matters.
  

• 8. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may elect to have heard a qualifying claim or Dispute in small claims court of competent jurisdiction as long as the matter remains in such court and is not removed or appealed to a court of general jurisdiction and advances only on an individual (non-class, non-representative basis).
  

• 9. Governing Law and Forum. Except as expressly provided above, these Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute will be resolved in accordance with the laws of the State of Ohio, without regard to its conflicts of law provisions. To the fullest extent permitted by law, to the extent any matter proceeds in court, except for small claims court as set forth above, you consent to the exclusive jurisdiction of the federal and state courts located in New York, the State of New York.
  

• 10. Additional Procedures for Mass Arbitration. If your claim is part of twenty-five {25} or more similar claims asserted against Adore Me by the same or coordinated counsel or are otherwise coordinated, you understand and agree that these additional procedures apply and the resolution of your Dispute might be delayed. You agree to the following staged process and application of the AAA Multiple Consumer Case Filing Fee Schedule (or NAM fee schedule). Your counsel and Adore Me shall each select twenty-five {25} cases (per side) to proceed in individual arbitration proceedings as part of an initial staged bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a staged bellwether process. Each side may elect to have its cases for any given set of proceedings selected by it, by the AAA (or NAM), or randomly. The parties agree that after completion of the first set of fifty {50} individual arbitration proceedings, they shall participate in a mediation session with a former state or federal court judge in an effort to resolve the remaining claims or to discuss potential ways to streamline the procedures for adjudicating the remaining claims. If the parties are unable to resolve the remaining cases after the conclusion of the initial fifty {50} proceedings, each side shall select another twenty-five {25} cases (per side) to proceed to individual arbitration proceedings as part of a second staged bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged bellwether process. Each side may elect to have its cases for any given set of proceedings selected by it, by the AAA (or NAM), or randomly. The parties agree that after completion of the second set of fifty {50} individual arbitration proceedings, they shall participate in a mediation session with a former state or federal court judge in an effort to resolve the remaining claims or to discuss potential ways to streamline the procedures for adjudicating the remaining claims. If the parties are unable to resolve the remaining cases after the conclusion of the second set of fifty {50} proceedings, this staged process shall continue, consistent with the parameters set forth above, except that the parties may elect to meet and confer to discuss increasing the number of cases to proceed in each set of staged proceedings or to otherwise modify the procedures to resolve the remaining claims as informed by the prior arbitration proceedings. A single arbitrator shall preside over each case, and the same arbitrator may not be assigned to more than one case in any given set of fifty {50} (or more should the parties agree) proceedings unless the parties agree otherwise. The arbitrators assigned to each set of proceedings shall not be identical. This staged process shall continue, consistent with the parameters identified above, until all the claims included in the mass arbitration, including your case, are adjudicated, settled, withdrawn, or otherwise resolved. You agree that Adore Me may request an in-person, video, or telephonic hearing from the arbitrator when your claim is selected to move forward as part of a staged process. If a hearing is required, you agree that you will personally appear (with your attorney if you are represented). The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this process from the time the first cases are selected for a staged process until the time your case is selected to proceed as part of a staged process, settled, withdrawn, or otherwise resolved. A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands. The parties agree to participate in this process in good faith. Consistent with these additional procedures, the parties may elect to meet and confer, enter into a “cooling off” period, and/or further mediate any or all of the remaining claims at any time or to discuss and potentially agree to modifications to this process to ensure efficiency and an open dialogue throughout this process.
  

• 11. Waiver of Injunctive or Other Equitable Relief. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITES, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US OR A LICENSOR OF ADORE ME.
  

• 12. Future Changes to Dispute Resolution Section. Notwithstanding any provision to the contrary, we agree that if Adore Me makes any future changes to this Section IV (other than a change to the email address), you may reject any such change by sending us written notice within thirty (30) days of the change to the email address provided above. This is not an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section IV.

V. General Provisions

• 1. Not Transferable. Points are not your property and are not transferable to anyone by operation of law or otherwise. Points may not be transferred between accounts issued by us, may not be transferred upon death or as part of any domestic relations legal proceedings, and may not be brokered, bartered, sold or transferred in any way. Any attempted transaction of such sort will automatically be void. Anyone selling, purchasing, brokering, bartering, transferring, or altering Points, either wholly or partially, shall be liable for payment of the applicable full retail price of any Rewards obtained with them, as well as all damages, including, but not limited to, consequential damages, transaction costs, and litigation costs (including attorneys’ fees and costs at trial and on appeal and in any bankruptcy proceeding). Any brokered, bartered, altered, sold, or purchased Points shall likewise be void and may be deducted from your Points balance. Any violation of these provisions will result in termination of your eligibility to participate in the Program and forfeiture of any unredeemed Rewards.
  

• 2. Taxes. You are solely responsible for any applicable taxes arising out of or related to your participation in the Program. Consult your tax advisor concerning such tax consequences.
  

• 3. Governing Law. The Program is not available where and to the extent prohibited by law. Except as otherwise provided herein, if any part of these Terms conflict with applicable law or are otherwise invalid, that provision will be deemed severed from these Terms and the remainder of the Terms will remain in effect. We will not lose our rights under these Terms because we choose to delay or not enforce them. The Program and these Terms are governed by federal law and, to the extent state law applies, the laws of the State of New York, without regard to its conflicts of law provisions.

4. General Provisions

• 4.1 Investigations; Cooperation with Law Enforcement; Termination; Survival. We reserve the right, without any limitation, to: (i) investigate any suspected breaches of our website’s security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any additional terms (e.g., website terms of use); (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms; and (vi) discontinue the Program, in whole or in part, or, except as may be expressly set forth in any additional terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to us under these Terms or any additional terms. Upon suspension or termination of your access to the Program, or upon notice from us, all rights granted to you under these Terms or any additional terms will cease immediately, and you agree that you will immediately discontinue use of the Program. The provisions of these Terms and any additional terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, and dispute resolution (including no class action, and mandatory arbitration).
  

• 4.2 Assignment. We may assign our rights and obligations under these Terms and any additional terms, in whole or in part, to any party at any time without any notice. These Terms and any additional terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Adore Me.
  

• 4.3 Connectivity. You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Program and you will be responsible for all charges related to them.