Effective: May 22, 2019

GENERAL

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 sixty (60) massage minutes that you can redeem for massage therapy services booked through Soothe.com (“Referral Reward”) by referring five (5) 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 Referral Reward, five (5) Referred Friends must use your active personalized code (“Personal Code”) to make their first massage purchase using Soothe.com (“Qualifying Purchase”). When you send a Personal Code to Referred Friends, Referred Friends will receive an online coupon they can redeem for $20 off their first massage purchase of sixty (60) minutes or longer from Soothe.com (“Referral Coupon”) 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 Reward or Referral Coupons, 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 and Conditions”). In the event of a conflict between these Terms and Soothe’s Terms and Conditions, these Terms control with respect to the Program. From time to time, Soothe may publish referral rewards offers on a promotional basis with incentives, coupon values or other terms that vary from those described in these Terms. To the extent the terms of such an offer expressly conflict with these Terms, the express terms published with the applicable offer will control with respect to that promotion only.

Participation in the Program and the opportunities to share a Personal Code and earn and redeem Referral Rewards and Referral Coupons 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 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, and representatives (collectively “Personnel”) of Soothe and/or its corporate parents, subsidiaries, and affiliated companies, and (ii) Personnel of any other company involved in the development, presentation or administration of the Program.

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 single-account 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 Rewards and Referral Coupons. Soothe may, in its sole discretion, suspend, cancel or combine any accounts that appear to be duplicative. Soothe is not liable for Referral Coupons or other communications sent to suspended or terminated or inaccurately entered e-mail addresses.

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, he or she will not receive a Referral Coupon and the transaction will not help you earn any Referral Reward 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 Rewards and Referral Coupons.

Soothe reserves the right, in its sole discretion, to deactivate any Personal Code (and void all associated Referral Rewards and Referral Coupons) 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, disparages or damages the goodwill, reputation, or brand image of Soothe, or incites or endorses discrimination in any form.

EARNING REFERRAL REWARDS

You may earn only one (1) Referral Reward for every five (5) Referred Friends who make Qualifying Purchases using your Personal Code, regardless of the number of purchases that your Referred Friends make through Soothe. To receive multiple Referral Rewards, you must introduce multiple unique groups of five (5) Referred Friends who make a Qualifying Purchase using your Personal Code. You cannot refer yourself to help earn a Referral Reward or obtain a Referral Coupon. Purchases by Referred Friends who share your e-mail address or billing address information will not be counted for purposes of calculating Referral Rewards and such purchasers may not use any Referral Coupons.

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 Referral Rewards. Any Referral Rewards issued in circumstances in which they would be invalid pursuant to these Terms are void.

USING REFERRAL REWARDS AND REFERRAL COUPONS AND RELATED RESTRICTIONS

Instructions on how to redeem Referral Rewards and Referral Coupons are available at https://www.soothe.com/promofaq/.

A Referral Coupon can only be used for a Referred Friend’s first massage purchase of sixty (60) minutes or more from Soothe.com. If you are a Referred Friend, you may redeem your Referral Coupon by entering the Referrer’s Personal Code to make a Qualifying Purchase. Your Referral Coupon expires at 11:59:59 pm ET ninety (90) days after the date you register for an account on soothe.com.

Each Referral Reward you earn will appear in your Soothe account as sixty (60) minutes of massage time (“Reward Massage Minutes”). Each Reward Massage Minute may be redeemed for one minute of massage service booked through Soothe, provided that such minutes must be applied to the purchase of massage sessions in the standard session lengths offered by Soothe. If you combine Reward Massage Minutes with currency payments to purchase a massage, the portion of your session not covered by your Massage Minutes will be charged to the payment device associated with your account on a prorated basis according to our then-current price for the applicable service in the location where your massage is delivered, subject to any Soothe Plus or other discounts that may apply. Your Referral Reward deposit of Reward Massage Minutes ordinarily will be distributed to your account within 24 hours after the completion of the last Qualifying Purchase made by each series of five (5) unique Referred Friends you refer to Soothe. Please contact us if Reward Massage Minute Coupons you are expecting do not timely display in your account.

Referral Rewards and Referral Coupons may only be redeemed in connection with massage orders placed on Soothe.com. Referral Coupons cannot be combined or “stacked” with any other discount or promotional codes or credits (other than any discount automatically applied to Soothe Plus massages). You may not accumulate in your account Referral Rewards with an aggregate Reward Massage Minutes value exceeding six hundred (600) Reward Massage Minutes at any time. Any Referral Rewards earned while your account includes the six hundred (600) maximum number of unused Reward Massage Minutes will be forfeited and void. To receive more Referral Rewards after reaching the six hundred (600) unused Reward Massage Minute account maximum, use some of your unused Reward Massage Minutes so that your aggregate total falls below six hundred (600).

To redeem or use Referral Rewards and Reward Massage Minutes, your Program account must be active and registered. As provided in more detail below, Soothe reserves the right to “unregister” any inactive account, in which case any Referral Rewards and Reward Massage Minutes earned prior to your Program account being deemed inactive will be forfeited and void.

Referral Rewards, Reward Massage Minutes and Referral Coupons 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 Rewards, Reward Massage Minutes and Referral Coupons may not be combined among participants or conveyed by any means to anyone, including upon death through a Program participant’s estate, as part of a divorce or domestic relations matter, or otherwise.

ADDITIONAL TERMS

Any Qualifying Purchases, Referral Rewards, or Referral Coupons 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 Rewards, Reward Massage Minutes, or Referral Coupons 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 Rewards, Reward Massage Minutes, or Referral Coupons 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 Coupons from being sent by, and Referral Rewards 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 Rewards and Referral Coupons. Soothe further reserves the right to terminate your Program account and deactivate, cancel, or revoke any related Personal Codes, Referral Coupons, Referral Rewards, and Reward Massage Minutes 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 and Conditions, or applicable law. In the event that your participation in the Program is terminated, you will not be able to redeem any accumulated Referral Coupons, Referral Rewards, or Reward Massage Minutes 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 Referral Rewards 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 Referral Rewards or redeeming unused Reward Massage Minutes. You may reactivate your Program account by obtaining and using a new Personal Code, but any Referral Rewards and Reward Massage Minutes 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 and Conditions. 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 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 REFERRAL REWARDS, REWARD Massage MinuteS AND REFERRAL COUPONS AND RELATED CODES RECEIVED THROUGH THE PROGRAM, MERGE THE PROGRAM WITH ANOTHER REWARDS PROGRAM, OR TO ADJUST HOW REFERRAL REWARDS, ReWARD Massage Minutes AND REFERRAL COUPONS ARE EARNED, CALCULATED OR REDEEMED. IT IS POSSIBLE THAT YOU MAY BE UNABLE TO REDEEM accumulated REFERRAL REWARDS, reward massage minuteSOR REFERRAL COUPONS 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.