Darphin Paris Terms and Conditions

Effective Date: October 18, 2021

These Darphin Refer-a-Friend Program Terms (the “Terms”) govern your participation in the Darphin Refer-a-Friend Program (the “Program”) offered by Darphin (“Darphin”). Please read them carefully. By participating in the Program you are agreeing to these Terms, the Darphin Privacy Policy and the Darphin Terms of Use.

This Program is only valid for residents of the United States who are at least eighteen (18) years old. Individuals who are employed by Darphin or any of its subsidiaries, affiliates, or promotional agencies are not eligible to participate in the Program – either as an Advocate or Friend (each as defined below).

Refer-A-Friend Program: Darphin customers can refer their eligible friends, family members, or colleagues (each, a “Friend”) to make a purchase on https://www.darphin.com (the “Site”) following one of two methods. Once a customer makes a referral, he/she becomes an “Advocate”. An Advocate can complete the online form, entering the names and e-mail addresses of those eligible Friends he/she wants to refer and an email will be sent to the Friend(s) containing the Advocate’s unique referral link (“Referral Link”). In addition, an Advocate can copy his/her Referral Link and share it with his/her Friend(s) by another method, such as social media or from a personal email account. Eligible Friends must not be existing Darphin customers and not have an existing active or inactive Darphin account.

Advocates cannot refer themselves or create multiple, fictitious or fake accounts with Darphin or participate in the Program as “Friends”. Any time that an Advocate posts, shares, or sends their Referral Link, they must clearly explain that they earn referral credit if a purchase is made using their Referral Link. Informing Friends that Advocates earn REFERRAL CREDIT is a legal requirement. Failure of an Advocate to comply may result in losing referral credit and may be a violation of laws enforced by the Federal Trade Commission. Advocates can use the default language provided on the online form to share their Referral Link. Advocates may not attempt to make referrals by sending unsolicited e-mails, by posting on social media or sharing via messaging applications in a manner that violates the terms of use of those sites or applications, or otherwise by providing false information. When sending referral emails, Advocate must only send to a maximum of 25 email addresses at a time, and a maximum of 200 email addresses throughout the entirety of the Program.

Rewards: For each Friend that completes a purchase of $100 or more on the Site directly through a shared Advocate’s Referral Link, the Advocate will receive $20 off any purchase of $100 or more (some exclusions apply) and a Friend will receive $20 off any purchase of $100 or more (some exclusions apply).

Conditions: The following conditions apply to the Program and related rewards:

A Friend can only earn a Friend’s referral credit once in total. The Advocate may not earn more than 100 qualified referrals during the operation of the Program. For any one individual, a maximum of 101 referral credits can be earned (1 as Friend, 100 as Advocate).

If a Friend tries to redeem multiple referrals: Darphin will only honor the first Referral Link through which a Friend completes a purchase on the Site and which is accepted and processed by Darphin. If multiple Advocates have referred the same Friend and the Friend has activated multiple Referral Links, only one Advocate will be entitled to receive their referral credit and the Friend will only receive one referral credit. The referral credit will only be applied to the Advocate of the first Referral Link through which the Friend purchased his/her first Darphin purchase. All other referrals will automatically be invalidated.

Any referral credit not redeemed by December 31, 2024 after being applied to Advocate will automatically expire. The referral credit cannot be transferred, exchanged for any cash or money, or sold.

Referral credit may not be (i) combined with other offers, discounts, referrals, or gift cards; (ii) sold or transferred; or (iii) redeemed for cash. Referral credit is not valid on non-discountable items: Bonus Sizes, Sets, or E-Gift Cards.

Referral Links are for individual, personal use only and may not be used for commercial purposes, which for the avoidance of doubt includes but is not limited to affiliate lead generation and bidding on Darphin search terms in connection with the Referral Link.

Program Communications: Advocates may receive e-mails about this Program, including an e-mail each time a Friend makes a purchase using their Referral Link and when that transaction is confirmed by Darphin.

Privacy: The personal information collected, processed, and used as part of the Program will be used in accordance with the Darphin [Privacy Policy].

Information about Friends: By participating in the Program, Friend acknowledges that Darphin may at its sole discretion, share the Friend’s first name and the fact that they completed a purchase on the Site to inform the Advocate about the status of their referral credit. Advocates will be notified of Friend’s order via email. Darphin will not share the details of the Friend’s purchase. If you do not want the Advocate to receive this information about you, please do not complete a purchase on the Site after clicking on the Referral Link.

Indemnification: By participating in the Program, you agree that you will indemnify and hold Darphin, our parents, subsidiaries, affiliates, partners, licensors, officers, directors, employees, and agents harmless for any claim, action, liability, loss, injury or damage resulting, directly or indirectly, from your participation in the Program, including any unlawful sending or sharing of the Referral Link, or your breach of these Terms.

Disclaimer of Warranties; Limitation of Liability: THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER WE NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS OR THE PROGRAM, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) UNDER ANY CIRCUMSTANCES FOR ANY (a) INTERRUPTION OF BUSINESS; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS; (c) DATA NON-DELIVERY, LOSS, THEFT, MISDELIVERY, CORRUPTION, DESTRUCTION, OR OTHER MODIFICATION; (d) COMPUTER VIRUSES, SYSTEM FAILURES, OR MALFUNCTIONS; (f) ANY INACCURACIES OR OMISSIONS IN CONTENT; OR (g) EVENTS BEYOND OUR REASONABLE CONTROL. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED. Further, you agree that Darphin is not responsible for faulty Referral Links, any error, omission, interruption, defect, or delay in transmission, order processing, or communication; technical or mechanical malfunctions; errors in these Terms, in any Program-related materials, or inaccurate information, whether caused by equipment, programming, human error, or otherwise.

FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE 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.

Disputes: ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER: PLEASE READ THIS SECTION CAREFULLY — IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT OR CLASS ACTION IN COURT

With respect to any dispute, claim, or controversy regarding the Program, all rights and obligations and all actions contemplated by these Terms shall be governed by the laws of New York, as if the Terms were a contract wholly entered into and wholly performed within New York. ANY DISPUTE RELATING IN ANY WAY TO THE Program, your participation in the program, THESE TERMS OR THE RELATIONSHIP BETWEEN THE PARTIES (OTHER THAN CLAIMS RELATING TO THE INTELLECTUAL PROPERTY RIGHTS OF Darphin OR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS OR LICENSORS OR CLAIMS IN EQUITY) SHALL BE SUBMITTED TO CONFIDENTIAL ARBITRATION IN NEW YORK AND YOU AGREE TO SUBMIT YOURSELF TO THE JURISDICTION AND PROCEEDINGS THEREOF. ARBITRATION MEANS THAT AN ARBITRATOR(S) WILL DECIDE THE CLAIM, AND YOU WILL NOT HAVE THE RIGHT TO SUE IN COURT OR TO HAVE A JUDGE OR JURY DECIDE YOUR CLAIM. YOUR RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY ALSO BE LIMITED IN ARBITRATION. It is further agreed that any dispute over the scope of this arbitration provision and any dispute as to whether a claim is arbitral shall be submitted to the arbitrator for decision. Notwithstanding the foregoing, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of our affiliates, partners or licensors or otherwise have a cause of action in equity, we may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to jurisdiction and venue in any such court for such purposes. Arbitration under these Terms shall be conducted under the Consumer-Related Disputes Supplementary Rules then prevailing with the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually, and (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Bulk Email Distribution: Each Advocate is the actual sender of the emails and must comply with applicable law. Referrals must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues and family members. By submitting any email address as part of the Program, the Advocate represents that he/she has the appropriate permission and consent. Bulk email distribution, distribution to strangers, or any other use of the services described herein in a manner that is not promoted is expressly prohibited and may be grounds for immediate termination and further legal action. Darphin has no obligation to monitor the Program or any communications; however, Darphin may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program. Advocates who do not comply with the law, including anti-spam laws, are obligated to indemnify the Darphin against any liabilities, costs and expenses it incurs as a results of such spam.

General: Each Advocate and Friend must comply with Darphin Terms and Conditions and the terms and policies of any social media site where a referral link is posted/used. Darphin reserves the right to revoke any rewards or otherwise disqualify any Advocate or Friend in the event of any suspected fraud or violation of these Terms.

Modification and Termination: Darphin reserves the right to modify any of these Terms at any time, with or without notice. We also reserve the right to terminate the Program at any time, for any reason. Any unused Referral Links will be forfeited at that time. Your continued participation in the Program constitutes your acceptance of any changes made to these Terms. You are responsible for remaining knowledgeable about any changes we may make to these Program Terms.