Effective: September 28, 2018

Subject to these Referral Program Terms and Conditions (“Terms”), the Soothe Referral Program (the “Program”) offers eligible referrers (as further described below) (“you” or “Referrer”) the opportunity to earn Reward Credits that you can use for $20 off a future massage purchased from Soothe.com (“Reward Credit”) by referring friends who (i) are individuals that comply with the eligibility requirements set forth below, (ii) have not previously made any purchases from Soothe.com, and (iii) make a Qualifying Purchase (as defined below) (“Referred Friends”). To trigger a Reward Credit, Referred Friends must use your active personalized code (“Personal Code”) to make their first massage purchase from Soothe.com (“Qualifying Purchase”). When you send a Personal Code to Referred Friends, Referred Friends will receive an online credit they can redeem for $20 off their first massage purchase from Soothe.com (“Referral Credit”) if purchased within ninety (90) days of account registration.


To participate as a Referrer, log-in to your account (or register for a free soothe.com account if you do not already have one) and get your Personal Code at soothe.com or use our social media referral tool (available at the end of the massage purchase process) to post your Personal Code on your social media account.


By (i) sharing a Personal Code issued through the Program, clicking a button or taking another action to signify your acceptance of these Terms, (ii) participating in the Program, or (iii) claiming or accepting any benefits from the Program, including any Referral or Reward Credits, you accept these Terms and all terms incorporated by reference as described below. If you do not agree to be bound by these Terms, you may not participate in the Program.


These Terms supplement the terms of Soothe’s Terms and Conditions of service available at https://www.soothe.com/legal/terms/b2c/us (as they may be modified from time to time), which are incorporated herein by reference (“Terms of Service”). In the event of a conflict between these Terms and Soothe’s Terms of Service, these Terms control with respect to the Program.


Participation in the Program and the opportunities to share a Personal Code, earn Reward Credits, and redeem Referral and Reward Credits are offered at the sole discretion of Soothe and are subject to your compliance with these Terms. SOOTHE MAY LIMIT, SUSPEND, OR TERMINATE YOUR ABILITY TO PARTICIPATE IN THE PROGRAM IN ITS SOLE AND ABSOLUTE DISCRETION AT ANY TIME WITH OR WITHOUT PRIOR NOTICE TO YOU.


ELIGIBILITY


Eligibility to participate in the Program is open only to individuals who are at least eighteen (18) years of age at the time of participation (or the local age of majority in the jurisdiction where the participant resides, if higher than 18).


The Program is not open to residents of Cuba, Iran, North Korea, Sudan, Syria, or any jurisdiction where the Program would be restricted or prohibited by law. The following individuals are also excluded from eligibility to participate in the Program: (i) officers, directors, employees, agents, 185792935 v3 and representatives (collectively “Personnel”) of Soothe and/or its corporate parents, subsidiaries, and affiliated companies; (ii) Personnel of any other company involved in the development, presentation or administration of the Program, and (iii) the immediate family members of the foregoing excluded Personnel (i.e., spouses, parents, children, siblings and the “steps” of each) and all other persons living in the same households as such excluded Personnel.


For the avoidance of doubt, massage therapists who provide services through soothe.com are eligible to participate as Referrers, but not as Referred Friends in the Program.


You may only participate in the Program through your use of a single Soothe account. You are responsible for all uses of your Soothe account and for maintaining the currency and accuracy of the e-mail address and any other contact information stored in your account. The creation or use of multiple accounts, e-mail addresses, online identities or aliases to circumvent the singleaccount restriction or any other requirement or limitation specified in these Terms is prohibited and may result in your exclusion from the Program and the cancellation of all related Personal Codes, Referral and Reward Credits. Soothe may, in its sole discretion, suspend, cancel or combine any accounts that appear to be duplicative. Soothe is not liable for Referral or Reward Credits sent to suspended or terminated or inaccurately entered e-mail addresses.


Usage Data and Activity


We may collect and aggregate information or content about the use of our Website or Apps in a way that does not directly identify an individual user (“Usage Data”). Usage Data helps us understand trends in our users’ needs so that we can better consider new features or otherwise tailor or enhance our Services. This Privacy Policy in no way restricts or limits our collection and use of Usage Data, and we may share Usage Data about our users with our third party service providers for various purposes, including to help us better understand our customers’ needs and improve our Services. For example, each time you use the Website or Apps, we may automatically collect the type of Web browser you use, the pages you view, how you interact with links on the Services and the time and duration of your use of the Website or Apps. We may use such information and pool it with other information to track, for example, the total number of visitors to our Website or users of the Apps, the number of visitors to each page of our Website, number of App downloads, aggregated details related to use of the Services etc.


SHARING YOUR PERSONAL CODE


The Program is intended only for your personal, noncommercial use and for engaging your warm network of friends, family members and personal connections. The Program cannot be used by businesses or for affiliate lead generation or similar purposes, as determined in Soothe’s sole discretion. The sharing of a Personal Code outside of your warm network of personal connections is strictly prohibited.


When sharing your Personal Code, you agree that you will always tell your Referred Friends that you will receive a reward from Soothe if they make their first Qualifying Purchase using your code.


Your Referred Friends must enter your Personal Code while making a Qualifying Purchase. If a Referred Friend does not enter your Personal Code while making a Qualifying Purchase, you will not receive any Reward Credit because Soothe cannot reliably determine that the Referred Friend’s purchase resulted from your referral.


You may not post or promote your Personal Code on Soothe’s social media pages or on coupon sites or other websites created to take advantage of referral traffic generated from individuals searching for coupons, as determined by Soothe in its sole discretion. Any distribution of your Personal Code that could constitute "spam" under any applicable law or regulation is expressly prohibited. Soothe reserves the right to deactivate any Personal Codes distributed through unauthorized channels and to revoke all related Referral and Reward Credits.


Soothe reserves the right, in its sole discretion, to deactivate any Personal Code (and void all associated Referral and Reward Credits) which it deems, in its sole discretion, to be used in violation of these Terms or in association with content that Soothe deems offensive or inappropriate in its sole discretion. Without limiting the foregoing, such content includes all forms of pornography, obscenity, indecent language and content that incites hate, is demeaning, 185792935 v3 disparages or damages the goodwill, reputation, or brand image of Soothe, or incites or endorses discrimination in any form.


EARNING REWARD CREDITS


You may earn only one (1) Reward Credit per Referred Friend, regardless of the number of purchases that your Referred Friend makes through Soothe. To receive multiple Reward Credits, you must introduce multiple Referred Friends who make a Qualifying Purchase using your Personal Code. You cannot refer yourself to earn a Reward Credit or obtain a Referral Credit. Purchases by Referred Friends who share your e-mail address or billing address information will not generate Reward Credits and such purchasers may not use any Referral Credits.


Purchases by Referred Friends who have previously made a purchase from Soothe.com under any name, account, e-mail address, or alias also DO NOT count as Qualifying Purchases and will not help you earn Reward Credits. Any credits issued in circumstances in which they would be invalid pursuant to these Terms are void.


USING REFERRAL AND REWARD CREDITS AND RELATED RESTRICTIONS


Instructions on how to redeem codes for Referral Credits and Reward Credits are available at https://www.soothe.com/promofaq/.


A Referral Credit can only be used for a Referred Friend’s first massage purchase from Soothe.com. If you are a Referred Friend, you may redeem your Referral Credit by entering the Referrer’s Personal Code to make a Qualifying Purchase. Your Referral Credit expires at 11:59:59 pm ET ninety (90) days after the date you register for an account on soothe.com.


The code for a Reward Credit is ordinarily distributed to a Referrer via email within 24 hours after the completion of a Qualifying Purchase by a Referred Friend. If you are a Referrer, to redeem a Reward Credit, you must enter the code associated with the Reward Credit you would like to use prior to purchasing a massage or, if you are on a Soothe Plus subscription plan, prior to the commencement of the subscription period to which you would like your Reward Credit to be applied. Reward Credits expire at 11:59:59 pm ET on the one (1) year anniversary of the date of initial issuance.


Referral and Reward Credits may only be redeemed for massage orders placed on Soothe.com. Referral and Reward Credits cannot be combined or “stacked” with any other Referral or Reward Credits or any other discount or promotional codes or credits (other than the 20% off discount automatically applied to Soothe Plus massages). Only one (1) Referral or Reward Credit may be used per massage. You may not accumulate in your account Reward Credits with an aggregate redemption value exceeding $2,500 at any time. Any Reward Credits earned while your account includes the $2,500 maximum amount of unused Reward Credits will be forfeited and void. To receive more Reward Credits after reaching the $2,500 account maximum, use some Reward Credits so that the current aggregate amount of unused Reward Credits is less than $2,500.


Referral and Reward Credits are promotional in nature, are not transferable, have no cash value, and cannot, under any circumstances, be redeemed for gift cards, cash or any cash equivalent. Without limiting the generality of the foregoing, Referral and Reward Credits may 185792935 v3 not be combined among participants or conveyed by any means to anyone, including upon death through


ADDITIONAL TERMS


Any Qualifying Purchases, Reward Credits, or Referral Credits that cannot be verified to the satisfaction of Soothe are subject to adjustment, cancellation, disqualification, or revocation at our sole discretion.


Soothe will not be liable for the failure of any Referral or Reward Credits to be accurately issued or redeemed for any reason, including, but not limited to, any technical malfunction or other problems relating to any network, computer system, servers, access providers, computer equipment or software.


Soothe reserves the right, in our sole and absolute discretion, to (i) investigate, invalidate, and revoke any Referral or Reward Credits we deem to have been issued in error, or as the result of any violation of these Terms, or as the result of any actual or suspected fraudulent or improper activity (including without limitation, the use of any system, macro, script, bot or fake email address to manipulate the Program) and (ii) bar further Personal Codes and Referral Credits from being sent by, and Reward Credits from being issued to, any Referrers associated with any actual or suspected fraudulent or improper activity or violations of these Terms. If Soothe has any reason to suspect improper activity associated your participation in the Program, Soothe reserves the right to delay or withhold the issuance of any related Referral and Reward Credits. Soothe further reserves the right to terminate your Program account and deactivate, cancel, or revoke any related Personal Codes, Referral Credits and Reward Credits if Soothe suspects that you (or any Referred Friend you refer to Soothe) has used or attempted to use the Program in a fraudulent or abusive manner or in violation of these Terms, Soothe’s Terms of Service, or applicable law. In the event that your participation in the Program is terminated, you will not be able to redeem any accumulated Referral or Reward Credits and you are not permitted to re-enroll in the Program without the prior written consent of Soothe.


Without notice to you, Soothe also reserves the right to “unregister" a Program account that is inactive and cause that Program account to be ineligible for the Program. An inactive Program account is defined as a Soothe account that has not earned or redeemed Reward Credits for one year. In the event that your Program Account is unregistered due to inactivity, then you will no longer be eligible for Program benefits, including earning Reward Credits or redeeming accumulated Reward Credits. You may reactivate your Program account by obtaining and using a new Personal Code, but any Reward Credits earned prior to your Program Account being deemed inactive will be forfeited and void.


MISCELLANEOUS


Any disputes related to these Terms and the subject matter herein will be resolved pursuant to the dispute resolution terms of Soothe’s Terms of Service. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You may not assign any rights or obligations under these 185792935 v3 Terms, in whole or in part, without the written consent of Soothe. Soothe may freely assign or transfer these Terms. Any assignment or transfer in violation of the foregoing is void. These Terms are the final, complete and exclusive Terms between you and Soothe with respect to the subject matters hereof and supersedes and merges any discussions between you and Soothe with respect to such subject matters. If you are dissatisfied with any aspect of the Program at any time, your sole and exclusive remedy is to cease participating in the Program.


RIGHT TO CANCEL PROGRAM AND CHANGE TERMS


SOOTHE RESERVES THE RIGHT TO MODIFY AND/OR TERMINATE THE PROGRAM AND/OR MODIFY ALL OR ANY PORTION OF THESE TERMS OR ANY POLICY PERTAINING TO THE PROGRAM AT ANY TIME AND IN OUR SOLE DISCRETION, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO DISCONTINUE OR CHANGE ANY PROGRAM BENEFITS OR EXPIRATION DATES FOR REWARD AND REFERRAL CREDITS AND RELATED CODES RECEIVED THROUGH THE PROGRAM, MERGE THE PROGRAM WITH ANOTHER REWARDS PROGRAM, OR TO ADJUST HOW REWARD AND REFERRAL CREDITS ARE EARNED, CALCULATED OR REDEEMED. IT IS POSSIBLE THAT YOU MAY BE UNABLE TO REDEEM ACCUMULATED REWARD OR REFERRAL CREDITS AS A RESULT OF FUTURE PROGRAM CHANGES OR IF WE DISCONTINUE THE PROGRAM OR MERGE THE PROGRAM INTO ANOTHER REWARDS PROGRAM. IF WE MAKE CHANGES, WE WILL POST THE AMENDED TERMS TO OUR WEBSITE AT https://www.soothe.com/legal/terms/referral-rewards AND UPDATE THE “EFFECTIVE DATE” ABOVE. WE MAY ALSO ATTEMPT TO NOTIFY YOU IN OTHER WAYS. UNLESS WE SAY OTHERWISE, THE AMENDED PROGRAM TERMS WILL BE EFFECTIVE IMMEDIATELY AND YOUR CONTINUED PARTICIPATION IN THE PROGRAM AFTER THE AMENDED TERMS ARE POSTED WILL CONFIRM YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO THE AMENDED PROGAM TERMS, YOU MUST STOP PARTICIPATING IN THE PROGRAM.


QUESTIONS?


If you have any questions about the Program or these Terms, please contact us at support@soothe.com.