REFER-A-FRIEND PROGRAM TERMS AND CONDITIONS

Effective as of May 1, 2020

RoC Opco LLC (“we” or “RoC”) is offering you the opportunity to refer individuals, on a non-exclusive basis, to RoC’s products via a refer-a-friend program (the “Program”) as set forth on the RoC website located at www.rocskincare.com (the “Website”).

Use of the Website and participation in the Program constitutes your agreement to and acceptance of the Terms and Conditions set forth below (the “Program Terms”) and RoC’s Terms of Use and RoC’s Privacy Policy, each as amended or modified from time to time and each of which is incorporated by reference herein.  RoC reserves the right to (a) cancel, modify or terminate the Program and/or the Program Terms, in whole or in part, temporarily or permanently, without notice at any time for any reason and/or (b) disqualify you from participation in the Program at any time and/or void any of your Reward Coupons (as defined below) if you fail to comply with the Program Terms, RoC’s Terms of Use, RoC’s Privacy Policy, any other agreements between you and RoC and/or any applicable laws or otherwise misuse or abuse the Program in any way.  RoC’s decisions on the Program and all matters related thereto are final and binding.

ELIGIBILITY AND PARTICIPATION

To be eligible to participate in the Program, you must be an individual who is age 18 or older and a legal resident of the United States.  To participate in the Program, you must enter your email address and follow any other instructions on the Refer-a-Friend page on the Website to be given a unique link (a “Referral Link”).

You can share your Referral Link via email, SMS message, other messaging platforms and/or on social media (including, without limitation, Facebook, Messenger, What’sApp, Twitter or Telegram) with any individual who you reasonably think would want to receive a Referral Link and who (a) is age 18 or older, (b) is a legal resident of the United States and (c) has never made a purchase on RoC’s Website (a “Friend”).  There is no limit on the number of Friends you may refer under the Program, but you can only refer each Friend one time (i.e., you cannot send your Referral Link to the same Friend at multiple different email addresses) and you cannot refer yourself (including by sending yourself a Referral Link to any different email address you may have).  When you share your Referral Link, you must disclose to each Friend the following:

1. that the Referral Link can be used within 30 days of the Friend’s receipt of the Referral Link to receive a discount of 25% off of such Friend’s first purchase on the Website;
2. that the Referral Link can only be used once;
3. the Friend’s use of the Referral Link is subject in all respects to any requirements and/or restrictions set forth herein and anywhere else on the Website;
4. that you will receive a reward if the Friend completes a Qualified Purchase (as defined below); and
5. that the Referral Link cannot be (i) applied to previous purchases, taxes, shipping and handling or gift card purchases, (ii) combined with any other coupon, discount or other offer or (iii) transferred, sold, auctioned, traded, bartered, substituted or redeemed for cash.

In addition to being a violation of these Program Terms, your failure to disclose the items above to any Friend may be a violation of applicable law.

If a Friend makes a purchase of one or more RoC products through the Referral Link in accordance with these Program Terms within 30 days of receiving the Referral Link (a “Qualified Purchase”), the Friend will receive a discount of 25% off the Qualified Purchase.  If the Friend completes a Qualified Purchase, you will receive an email within one day of the Qualified Purchase containing a one-time coupon code for a discount of 25% off a purchase (a “Reward Coupon”).  There is a limit of one Qualified Purchase for each Friend.  If a Friend makes a Qualified Purchase and later returns or cancels such Qualified Purchase before the associated Reward Coupon has been used, RoC reserves the right to void the associated Reward Coupon.

By participating in the Program, you acknowledge that RoC will send marketing and other emails to you and your Friends from time to time.  You and your Friends may elect to opt out of receiving marketing emails from RoC at any time but may not opt out of receiving emails related to your participation in the Program.

INTELLECTUAL PROPERTY

RoC hereby grants to you a limited, revocable, non-exclusive, non-transferable right to reproduce and display RoC’s trademarks and tradenames (the “Marks”) solely in connection with sharing Referral Links with Friends in accordance with the Program and in compliance with RoC’s brand guidelines as communicated to you from time to time.  You shall not modify or obscure any of the Marks or use any Mark in any manner other than as expressly authorized in these Program Terms or as otherwise approved in writing by RoC.  You shall not assert any claim of ownership to any of the Marks, or to the goodwill or reputation symbolized by any Mark, by virtue of use of the Marks or otherwise.  At any time that you are not sharing Referral Links or otherwise participating in the Program in accordance with the Program Terms, you shall cease all use of the Marks. You shall destroy all materials in your control or possession that bear the Marks within 10 days of the earlier of (a) RoC’s written request thereof, (b) your failure to share your Referral Link with a Friend for a period of 15 days or (c) the termination of the Program.

With respect to all patent, copyright, trade secret, trademark and other proprietary and intellectual property rights, including moral rights (“Intellectual Property Rights”), and except as otherwise agreed in writing between you and RoC, RoC shall exclusively own all Intellectual Property Rights which are independently developed by RoC and you shall exclusively own all Intellectual Property Rights which are independently developed by you.

RESTRICTIONS

You are prohibited from participating in the Program if you are an employee of RoC or any of its subsidiaries, affiliates or advertising, marketing or other promotional agencies or partners.

You will have 60 days from your receipt thereof to use each Reward Coupon.  Your use of a Reward Coupon is subject in all respects to any requirements and/or restrictions set forth herein and anywhere else on the Website.  Each Reward Coupon can only be used once and cannot be (a) applied to previous purchases, taxes, shipping and handling or gift card purchases, (b) combined with any other coupon, discount or other offer or (c) transferred, sold, auctioned, traded, bartered, substituted or redeemed for cash.

You are considered the actual sender of your Referral Link, regardless of the method of sharing such Referral Link, and you must comply with all applicable laws in sharing your Referral Link. You must share your Referral Link in a manner that is appropriate for similar personal communications with friends, acquaintances, colleagues, family members and other non-strangers. By sharing your Referral Link with any Friend, you acknowledge, agree and represent that you have obtained the appropriate authorization to initiate such communication with such Friend.

Bulk email distribution, unsolicited direct distribution to strangers, attempting to damage or undermine the Program and/or otherwise using or participating in the Program in a manner that is not described in these Program Terms is expressly prohibited by these Program Terms and may be in violation of applicable laws.  RoC reserves the right to seek remedies and damages (including attorneys fees and expenses) to the fullest extent permitted by criminal and civil law.

MISCELLANEOUS

You are responsible for making correct and accurate statements about RoC and its products in connection with sharing your Referral Link.  RoC shall not be responsible or liable for any incorrect or inaccurate information that you share in any manner while participating in the Program.  If you make false or misleading statements in connection with any endorsement or testimonial about RoC and/or its products, you may be held liable pursuant to the United States Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising.

Each of you and RoC is an independent contractor and is not an employee or agent of the other party and shall have no authority to bind the other party in any manner whatsoever.  The Program is non-exclusive, and each of you and RoC may enter into similar arrangements with other parties without restriction as to number, location and application.

The Program is subject to all applicable federal, state and local laws and is void where prohibited by law.  If you violate any applicable laws, including but not limited to those with regard to anti-spam, you agree to indemnify and hold harmless RoC against any and all liabilities, costs and expenses incurred in connection with your violation of such laws.

These Program Terms shall be construed in accordance with the laws of the State of New York, without regard to its conflicts of law rules.  No waiver by RoC of any breach or default of any of these Program Terms or failure by RoC to insist upon or enforce strict performance of any of these Program Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.  If any provision of these Program Terms is found invalid or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions contained herein shall remain in full force and effect.

LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT THE ROC PARTIES (DEFINED BELOW) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.

Your participation in the Program constitutes your agreement that RoC, its direct and indirect owners, subsidiaries, affiliates, service providers, independent contractors, advertising, marketing and promotional agencies, web hosting and service and fulfillment providers, any person or entity associated with the production, operation or administration of the Program and all of their respective officers, directors, employees, representatives and agents (collectively, the “RoC Parties”) shall have no liability whatsoever for, and you and your Friends shall defend, indemnify, release and hold them harmless from and against any and all claims, actions, demands, liabilities, losses, injuries, damages, costs or expenses of any kind to persons or property, including death, caused by or arising in connection with, in whole or in part, directly or indirectly, your participation in the Program.

No RoC Party shall be responsible for (a) any emails or other transmission of Referral Links, Reward Coupons or other items that are lost, stolen, delayed, inaccurate, incomplete, misdelivered or undelivered, (b) any interrupted, inaccessible or unavailable network, server, website, internet service provider or other connections or (c) any interrupted, inaccessible or unavailable hardware or software of any kind or any malfunctions, failures or other errors of any kind in any hardware or software in connection with the Program and/or the administration of the Program.  No RoC Party shall be responsible for any incorrect or inaccurate information shared in any manner in connection with the Program, whether by you, any Friend or any third party.  No RoC Party shall be responsible for any injury or other damage to any computer or other hardware owned by you or any Friend resulting from or otherwise in connection with the Program or your use of, or downloading of any information or other items from, the Website.  No RoC Party shall be liable for failure to supply any benefit identified in these Program Terms by reason of any acts of God, any action or request by any governmental or quasi-governmental entity (whether or not valid), or any other activity or action that is beyond any of the RoC Parties’ control.

TO THE FULLEST EXTENT PERMITTED BY LAW, MAXIMUM LIABILITY OF THE ROC PARTIES ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), SHALL NOT EXCEED $100.

THE ABOVE LIMITATIONS DO NOT APPLY TO YOU IF YOU LIVE IN A STATE THAT DOES NOT ALLOW LIMITATIONS OF LIABILITY OR DAMAGES.

DISCLAIMER OF WARRANTIES

YOUR PARTICIPATION IN THE PROGRAM CONSTITUTES YOUR EXPRESS ACKNOWLEDGMENT AND AGREEMENT THAT: (A) THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE ROC PARTIES EXPRESSLY DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS AND TERMS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF AND PARTICIPATION IN THE PROGRAM, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (B) THE ROC PARTIES MAKE AND GIVE NO WARRANTY THAT THE PROGRAM OR YOUR PARTICIPATION THEREIN (i) WILL MEET YOUR REQUIREMENTS AND (ii) WILL BE UNINTERRUPTED, TIMELY, SAFE, SECURE, OR MALFUNCTION- OR ERROR-FREE; (C) THE ROC PARTIES MAKE AND GIVE NO WARRANTY THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PROVIDED TO YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM WILL MEET YOUR EXPECTATIONS; AND (D) ANY MATERIAL ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR OTHER HARDWARE OR ANY LOSS OF DATA OR INFORMATION THAT RESULTS FROM THE ACCESSING, DOWNLOAD OR USE OF ANY SUCH MATERIAL.

THE ABOVE LIMITATIONS DO NOT APPLY TO YOU IF YOU LIVE IN A STATE THAT DOES NOT ALLOW DISCLAIMERS OF WARRANTIES.