COLORIST COOPERATIVE PROGRAM TERMS AND CONDITIONS

Last Updated: April 7, 2020

These Colorist Cooperative Terms and Conditions (“ Terms and Conditions ”) apply to the Colorist Cooperative Program (“Colorist Cooperative Program” or “Program”) offered by Madison Reed (“we”, “Madison Reed” or “Company”). Madison Reed may, from time to time, offer licensed colorists who are not employed with Madison Reed the opportunity to refer customers to try our product line via participation in the Program. We reserve the right to terminate the Program at any time for any reason. The Program is administered on our behalf by Zferral Inc (d/b/a Ambassador), 301 W. Fourth St., Royal Oak, MI 48067 (“Service Provider”).

Please read these Terms and Conditions carefully as they together with the Madison Reed Terms of Service located at https://www.madison-reed.com/about/terms govern all aspects of the Program. Among other terms, these Terms and Conditions describe when referrals generated by eligible participants may qualify for Referral Rewards (defined below). For example, you may only refer new customers to make purchases via madison-reed.com. Please see the Section below titled “Qualified Purchases” for further information.

By participating in the Program, you agree to be bound by these Terms and Conditions.. If you do not agree to these Terms and Conditions in their entirety you are not authorized to refer customersto try our product line (defined below) or participate in the Program in any manner. Colorists may not participate in the Program where doing so would be prohibited by any applicable law or regulations. We reserve the right to modify or amend at any time these Terms and Conditions, the Program and the methods through which payment for participation in the Program is earned. We reserve the right to disqualify any Colorist (defined below) at any time from participation in the Program if he/she does not comply with any of these Terms and Conditions.

1. PRIVACY

Colorists may participate in the Program to recommend product, services or content made available by Company to their friends, family or colleagues To do this, customers must necessarily submit personal information about themselves such as name and e-mail address information, so that the Company can send these recommendations on their behalf. The personal information will be collected, processed and used in accordance with Company’s Privacy Statement, which can be found at https://www.madison-reed.com/about/privacy. In addition, personal information may be used by Company to contact customers with regards to their participation in the Program and to receive communications from Company. Colorists understand that the Company may send out additional follow-up communications to encourage or remind customers to complete the purchase or registration process.

2. HOW THE PROGRAM WORKS

PROGRAM PARTICIPATION

To participate, Colorists sign up at madison-reed.com and follow the on-screen instructions. Once they sign up, Madison Reed will be in touch with them and give them an active personalized link (“ Personal Link ”) that a Referring Colorist can share with third parties, for example, via email or social media . Colorists who complete their registration and receive a Personal Link are called “ Referring Colorists .” Individuals who receive a Referring Colorist’s Personal Link are called “ Referred Customers .” An “eligible” Referring Colorist who is fully compliant with these Terms and Conditions may receive financial compensation in the amount stated below (each a “ Referral Reward ”) for every eligible Referred Customer that results in a “Qualified Referral” as defined below.

WHAT DOES IT TAKE TO BE AN ELIGIBLE REFERRING COLORIST?

To be “eligible,” to receive Referral Rewards for Qualified Referrals under the Program, a Referring Colorist must: 1) be a legal resident of the United States of America; 2) be at least 18 years old; and 3) have an up-to-date colorist license in their state of residence. Employees of the Company, its Service Provider or any of its or their subsidiaries, affiliates or promotional agencies, including immediate family and household members, are not eligible to participate in the Program. Participation in the Program is limited to individuals only. The Program cannot be used by businesses or organizations or for affiliate lead generation or similar purposes, as determined by Madison Reed in its sole discretion.

MAKING A REFERRAL TO MADISON REEDREFERRAL REWARDS. Subject to these Terms and Conditions, when your Referred Customer uses your Personal Link to generate a Qualified Referral (defined below), you will earn a Referral Reward in the amount of twenty-five dollars ($25). Payments of Referral Rewards will be made on a regular basis after verification is completed (as set forth below) to you and you will be required to provide us with a valid email address when you elect to participate in the Program. It is your responsibility to understand and comply with the terms of any agreement that you enter into with PayPal and Madison Reed is not a party to that agreement. Upon notice from Madison Reed, we may elect, in our sole discretion, to pay you by check, electronic funds transfer or other payment method. You are solely responsible for providing and maintaining accurate contact and payment information associated with your registration in the Program and / or on your PayPal account.

We reserve the right to change the Referral Reward amount from time to time without further notice, in our discretion. In addition, notwithstanding the foregoing, Madison Reed will not be liable for any payment of Referral Rewards or otherwise based on: (a) any amounts which result from invalid Qualified Referrals; or (b) any illegal or otherwise invalid request for a Referred Customer to engage in a purchase of Madison Reed products or services. Furthermore, Madison Reed reserves the right to withhold payment and/or offset future payments to you: (i) as a result of (a) or (b), or breach of these Terms and Conditions by you, pending Madison Reed’s reasonable investigation of the foregoing; or (ii) in certain cases where we decide, in our sole discretion, that it is prudent or necessary to reverse a transaction.

QUALIFIED REFERRALS. A ” Qualified Referral ” means a referral that meets all the following conditions:

1) The Referred Customer completed the purchase or registration process using the Referring Colorists “Personal Link.” If a Referred Customer purchases or registers with Madison Reed using any other link or method, the registration will not count as a Qualified Referral and the Referring Colorist will not earn a Referral Reward ;

2) The Referred Customer’s purchase must be that individual’s first purchase from madison-reed.com (e.g., the Referred Customer did not previously purchase from Madison Reed’s online store or color bar under any email address or alias);

3) The Referred Customer must purchase one or more of the following items: Radiant Cream Color, Root Reboot, Color Reviving Gloss, or Lightworks Balayage Highlighting Kit within 30 days of clicking on the Personal Link

4) The Referred Customer is a) a legal resident of the United States of America and b) at least 18 years old; and

5) Only one Qualified Referral can be earned for each Referred Customer. Any additional or subsequent purchases made by a Referred Customer will not be counted as a Qualified Referral.

Referring Colorists must respect the spirit of the Program by only referring real individuals who meet the requirements of these Terms and Conditions. You cannot refer yourself to earn a Referral Reward For example, a Referring Colorist may not create multiple or fake accounts with Madison Reed or participate in the Program using multiple or fake email addresses or identities. Similarly, Referred Customers may not create multiple accounts with Madison Reed to use the Personal Link to purchase our products. Referring Colorists and Referred Customers also cannot resell any items purchased with Madison Reed. When sharing your Personal Link, you agree that you will always tell your Referred Customers that you will receive a Referral Reward if they make their purchase using your Personal Link.

VERIFIED QUALIFIED REFERRALS. Qualified Referrals are subject to verification. Madison Reed may delay a payment for the purposes of investigation. We may also refuse to verify and process any transaction we deem, in oursole discretion, to be fraudulent, suspicious, in violation of these Terms and Conditions, or believes will impose potential liability on Company, its subsidiaries, affiliates or any of their respective officers, directors, employees, representatives and agents.All of the Company's decisions are final and binding, including decisions as to whether a Qualified Referral is verified and eligible for payment.

TRANSFER AND VALUE OF CREDIT AND REWARDS

From time to time Madison Reed may place promotional codes and/or credits in your account or send them to you via email or other means of communications. These credits can be used to purchase items featured on our site. These credits are not redeemable for cash or refunds, or for certain items on our site that may be excluded. At Madison Reed's sole discretion, these credits may be removed or reduced for any reason. In addition, Madison Reed reserves the right to cancel a promotion at any time and for any reason. Unless otherwise stated, credits expire six months from the date they are granted.

Credit and Referral Rewards have no monetary value and may not be redeemed for cash. Credit and Referral Rewards are not transferable and may not be auctioned, traded, bartered or sold. Upon termination of the Program or any portion thereof for any reason, or upon cancellation of a Referring Colorist’s Madison Reed account for any reason, any accumulated and unredeemed Credit and Referral Rewards are forfeited.

3. TRADEMARKS

The registered or unregistered logos, product and service names are or may be trademarks of the Company or its licensors (the “Marks”). Without the Company's prior written permission, and except as solely enabled by any link as provided by the Company, you agree not to display or use in any manner the Marks.

4. LIABILITY

BY PARTICIPATING IN THE PROGRAM, YOU AGREE TO:

1) be bound by these Terms and Conditions, the decisions of the Company and their designees (including the Service Provider), and the Privacy Policy of the Company; 2) defend, indemnify, release and hold harmless the Company, its Service Provider and its or their respective parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the “Released Parties”), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to your participation in the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s) and/or the awarding, receipt and/or use or misuse of the Program or any Referral Reward); and 3) be contacted by us via e-mail.

COMPANY SHALL NOT BE LIABLE FOR:

1) late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, unreliable, garbled or unintelligible entries, communications or affidavits, regardless of the method of transmission; 2) telephone system, telephone or computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors; 3) data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials; 4) any injuries, losses or damages of any kind resulting from acceptance, possession or use of a Reward, or from participation in the Program, that were not reasonably foreseeable to the Company at the relevant time; 5) any printing, typographical, administrative or technological errors in any websites or materials associated with the Program; or 6) claims, demands, and damages in disputes among participants in the Program.

The Company disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Program, and reserve the right, in their sole discretion, to cancel, modify or suspend the Program should a virus, bug, computer problem, unauthorized intervention or other causes beyond the Company's control, corrupt the administration, security or proper play of the Program.

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

The Company reserves the right to cancel or suspend the Program or payment to the Referring Colorist or suspend the Referring Colorist from the Program should it determine, in its sole discretion, that the administration, security or fairness of the Program has been compromised in any way.

DISCLAIMER OF WARRANTIES

Colorists and Users expressly understand and agree that: (a) participation in the Program is at your sole risk, the Program and any related websites are provided on an “as is” and “as available” basis and the Company expressly disclaims all warranties, conditions and terms (collectively, "promises") of any kind, whether express or implied by statute, common law or custom, including, but not limited to, warranties as to products or services offered through the use of the program, implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement; (b) the Company makes and gives no warranty that (i) the program will meet your requirements, (ii) be uninterrupted, timely, secure, or error-free, (iii) The results obtained from the use of the program will be accurate or reliable, (iv) the quality of any products, services, information, or other material obtained by you through the program will meet your expectations, and (v) any errors in the service will be corrected; and (c) any material downloaded or otherwise obtained through the use of the program is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from the download or use of any such material.

LIMITATION OF LIABILITY AND INDEMNIFICATION

You expressly understand and agree that the Company, including any vendors and service providers associated with or assisting in providing the program, shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company was advised of the possibility of such damages), resulting from: (i) the use or the inability to use the program; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services obtained or messages received or transactions entered into through, from, or as a result of the program; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on or through the program; or (v) any other matter relating to the program. some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. accordingly, some of the above limitations in this paragraph may not apply to you.

To the fullest extent possible by law, the Company's, including any vendors and service providers, maximum liability arising out of or in connection with the program, regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise), will not exceed $100.

Referring Colorists should use the Program at their own risk.

5. PUBLICITY

Participation in the Program or acceptance of a Referral Reward constitutes permission to the Program and Company to use any Referring Colorists’ first and last name, company name, Madison Reed profile information, statements, biographical information, and city and state address for any and all promotional or advertising purposes in connection with the Program, on a worldwide basis and in all forms of media without review, permission or further compensation of any amount or kind whatsoever, where permitted by law.

6. CONDUCT

If a solution cannot be found to restore the integrity of the Program after the occurrence of prohibited conduct, we reserve the right to cancel, change, or suspend the Program.

PROHIBITED CONDUCT, GENERALLY

You agree not to use the Program to: · Violate applicable law; · Infringe the intellectual property rights of the Company, its Service Provider or any third parties; · Stalk, harass, or harm another individual; · Collect or store personal data about other Referred Customers; · Impersonate any person or otherwise misrepresent Referring Colorists’ or Referred Customers’ identity; · Interfere with, disrupt or violate the Terms and Conditions or servers or networks connected to the Program; or disobey any requirements, procedures, policies, or regulations of such networks; · Interfere with another Referring Colorists’ participation in the Program; · Attempt to gain unauthorized access to the Program website or, other accounts, computer systems, or networks connected to the Program; · Transmit any file that contains viruses, worms, Trojan horses, or any other contaminating or destructive features; · Conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others; · Resell, barter, trade, auction or otherwise generate income by providing access to the Program to others.

BULK DISTRIBUTION (“SPAM”)

If a Referring Colorist provides a Personal Link to a Referred Customer by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues and family members. By submitting the email addresses, the Referring Colorist represents that he/she has the Referred Customer’s prior consent.

Bulk email distribution, distribution to strangers, or any other promotion of a Personal Link in a manner that would constitute or appear to constitute unsolicited commercial email or “spam” in the Company's sole discretion is expressly prohibited and may be grounds for immediate termination of the Referrer’s account and deactivation of the Personal Link. We have a no tolerance spam policy. Madison Reed reserves the right to deactivate any Personal Links distributed through unauthorized channels and to revoke all related Referral Rewards.

The Company has no obligation to monitor the content provided by Referring Colorists; however, the Company may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program.

Each Referring Colorist is the actual sender of the emails and must comply with applicable law. Referred Customers cannot distribute the Referring Colorists Personal Link. Referrers who do not comply with the law, including anti-spam laws, are obligated to indemnify the Company and Service Provider against any liabilities, costs and expenses either incurs as a results of such spam.

FRAUDULENT AND SUSPICIOUS BEHAVIOR

The Company may prohibit a Referring Colorist from participating in the Program or receiving a Credit or Referral Reward, in their sole discretion, if they determine such Colorist is attempting to undermine the fairness, integrity or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten or harass any other users or representatives of the Company.

Use of any automated system, script, or macro to participate is strictly prohibited and will result in disqualification.

Referring Colorists and Referred Customers may not enter with multiple or fake emails addresses or accounts, use fictitious identities or use any system, bot or other device or artifice to participate in the Program or receive payments.

The Company reserves the right to disqualify any Referring Colorists and Referred Customers and/or cancel any payment(s) if they find a Referring Colorist to be tampering with the entry process or the operation of the Program or violating these Terms and Conditions.

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

7. SUGGESTIONS AND SUBMISSIONS

The Company appreciates hearing from Referring Colorists and welcomes your comments regarding the Program. Please be advised, however, that the Company does not accept or consider creative ideas, suggestions, inventions, or materials (“creative ideas”) other than those which we have specifically requested. While the Company values your feedback on the Program, please be specific in your comments and do not submit creative ideas. If, despite this request, you send the Company creative ideas, they: 1. Shall own, exclusively, all now known or later discovered rights to the creative ideas; 2. Shall not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and 3. Shall be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

8. SIGN-IN CREDENTIALS

Colorists are responsible for maintaining the confidentiality of their sign-in credentials and are fully responsible for all activities that occur through the use of them. Referring Colorists agree to notify the Company immediately if they believe the confidentiality of their sign-in credentials has been compromised or if they suspect unauthorized use of their account. Referring Colorists agree that the Company will not be liable for any loss or damage arising from unauthorized use of their credentials.

9. APPLICABLE LAW; ARBITRATION; CLASS WAIVER; AND WAIVER OF JURY TRIAL

Any and all disputes, claims and causes of action arising out of or related to the Program or any prize awarded shall be resolved under California law (without reference to its conflicts of laws principles), and participants in the Program agree to submit any dispute to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

Participants agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the online platform or participation in the Program under the rules of the American Arbitration Association as further described in the Madison Reed Terms of Service.

10. GENERAL TERMS

These Terms and the Madison Reed Terms of Service constitute the entire agreement between Referring Colorists and the Company concerning Referring Colorists participation in the Program. The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms and Conditions remain in full force and effect. The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. A person who is not a party to these Terms and Conditions shall have no right to enforce or receive the benefit of any of these Terms and Conditions.