CONSUMER LOYALTY PROGRAM TERMS AND CONDITIONS
Acceptance of terms and conditions
1. Overview. Participant’s membership, access to, and use of the Program are subject to the terms and conditions of this Product Portfolio Reward Program Agreement (the “Agreement”) and all applicable laws and regulations, including the laws and regulations governing copyrights and trademarks. The PIERRE FABRE PARTNERSHIP is a PIERRE FABRE® Product Portfolio reward program (the "Program"), owned and operated by Pierre Fabre Dermo-Cosmétique USA, Inc., 8 Campus Drive, 2nd floor, Parsippany, NJ 07054 ("Pierre Fabre”) and is provided to the participant signing this Agreement ("Participant”) under the following terms and conditions, including the amendments thereto and with any additional terms and conditions, rules, or polices that may be applicable to particular offerings made in connection with the Program.
The terms and conditions of this Agreement shall supersede all previous agreements, loyalty program rules and/or terms and conditions. The terms contained herein may be modified by Pierre Fabre from time to time and at any time. Any such changes shall be reflected in an updated version of the Terms and Conditions posted on the Pierre Fabre website located at: http://www.glytone-usa.com/physicians/account/login or http://www.aveneusa.com/physicians/account/login (the “Website”)
2. Description of the Program. The Program is an incentive program which offers certain rewards such as Partnership Materials, off-invoice discounts, free retail product, discounted staff product, and education on Pierre Fabre products. Registered users of the Program may earn rewards ("Reward Items") by engaging in certain activities with Pierre Fabre as will be set forth from time to time by Pierre Fabre. The current Reward Items offered are described in Schedule A. Reward Items accrued in the Program are non-transferrable to other users or accounts and have no cash or monetary value and are not bankable to be used at a later time. The Program may be changed from time to time at the sole discretion of Pierre Fabre. Any change to the Program or these Terms and Conditions will be posted on Pierre Fabre’s Website referenced herein, so Participant is encouraged to visit the site often.
3. Program Eligibility. The Program is open only to eligible accounts within the 50 United States, Puerto Rico and District of Columbia and who not are currently participating in any other discount program offered by Pierre Fabre, at the sole discretion of Pierre Fabre. Participants must have a medical license on record for the account in their state and a W-9 to participate in the Program. Distributors and Internet retailers are specifically excluded from participation in the program. The Program is void where prohibited by law. Partners must register in order to participate in the program. Accounts can register and accept program terms and conditions through their local Pierre Fabre Territory Manager, at http://www.glytone-usa.com/physicians/account/login or http://www.aveneusa.com/physicians/account/login or by calling 1-888-459-8663.
An account is defined as a “Bill To” owner who is the financial party responsible, as designated on the Pierre Fabre account record, for purchases shipped to any physical location (Ship to) where the business operates. Multiple “Ship To” addresses may fall under a single “Bill To” account. All Reward Items earned and member levels achieved in the Program aggregate under one “Bill To” account.
The Program is comprised of five levels based on the annual revenue of each Participant account. It begins at Level 1 with an annual revenue minimum and increases to Level 5 based upon specific annual revenue criteria. Member levels are determined at the beginning of each year, based on prior year’s sales. The sales for the account accumulated as of December 31, 2015 determines the member level for the following year (i.e. 2016). Member levels are guaranteed for the entire year. If the account meets the threshold for the higher level mid-year but is unable to maintain that level by the end of the year, the account will reset to the appropriate level within the program at the end of the calendar year. Member Level Upgrades are available as an ongoing feature of the Program. There are 3 different upgrade levels:
i. Monthly Upgrade:
At any time during the calendar year period when account sales meet the next higher member level, the account will be upgraded at the end of the month based on the qualifying purchase within that month. The member level upgrade will remain in effect until the end of the year or until the account attains the next higher member level.
ii. Mid-Year Upgrade:
At the close of mid-year sales (June 30, 2016), there is an opportunity for accounts to receive a mid-year upgrade to the higher member level. If the account’s sales are 50% or greater of the next highest member level by mid-year, they will receive a courtesy upgrade to the next higher member level for the remainder of the year.
iii. Member Level Reset:
If the account meets the threshold for the higher level mid-year upgrade but is unable to maintain that level by the end of the year, the account will reset to the appropriate level within the program at the end of the calendar year.
4. Representations and Warranties of Participant. By participating in the Program, Participant hereby represents and warrants that: (i) Participant has read, understands and unconditionally accepts the terms and conditions as set forth herein and as they may be modified from time to time without notice, (ii) Participant meets each of the eligibility requirements set forth herein, (iii) consents to receive email messages from Pierre Fabre in connection with the Program, and (iv) consents to collection and use of Participants information in accordance with these Terms and Conditions and as otherwise set forth in Pierre Fabre Privacy. The Policy is located at: http://www.glytone-usa.com/physicians/account/login or http://www.aveneusa.com/physicians/account/login.
BY ACCESSING THE PROGRAM, PARTICIPANT ACCEPTS, WITHOUT LIMITATION OR QUALIFICATION, ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT.
Participant further represents and certifies that Participant is not currently:
i. excluded, debarred, suspended or otherwise ineligible to participate in federal health care programs as defined in 42 U.S.C. § 1320a–7b or in federal procurement or non-procurement activities as defined in Executive Order 12689 (collectively “Excluded”);
ii. debarred pursuant to the Generic Drug Enforcement Act of 1992, 21 U.S.C. § 335(a), as amended, or any similar state law or regulation (collectively “Debarred”);
iii. otherwise disqualified or restricted by the FDA pursuant to 21 C.F.R. 312.70 or any other regulatory authority (collectively “Disqualified”); or
iv. convicted of any crime for which Participant could be Excluded, Debarred or Disqualified (“Convicted”).
Participant further represents and certifies that Participant has no knowledge of any conduct for which Participant may be Excluded, Debarred, Disqualified or Convicted. During the Term of this Agreement, if Participant becomes Excluded, Debarred, Disqualified or Convicted, Participant shall immediately notify Pierre Fabre in writing within five (5) business days of such occurrence. Upon receipt of such notice by Pierre Fabre, or if Pierre Fabre becomes aware of any existing or threatened Exclusion, Debarment, Disqualification, or Conviction, Pierre Fabre shall have the right to terminate this Agreement immediately and shall retain all claims, causes of action, defenses, and other rights that Pierre Fabre may have at law or in equity.
5. Term and Termination. The Program is scheduled to begin on February 1, 2016 at 12:00:01 am Eastern Time and will end on a Pierre Fabre-specified date in the future ("Term"). All Reward Items are redeemable immediately upon orders placed and if not redeemed at that time will expire. In the event a Participant fails to redeem a Reward Item at the time of order, the Reward Items will be forfeited and go unredeemed. Further, any inactive Participant who has not made a purchase from Pierre Fabre for a period of one (1) year will have to re-enroll in the PIERRE FABRE PARTNERSHIP program as a new participant.
In addition to the other remedies of Pierre Fabre, Participant’s failure to follow the Program's rules, whether listed herein or in supplemental amendments posted on the Website, may result in immediate termination of Participant’s access and membership to the Program and revocation of all Reward Items Participant has or may have accrued in the Program at the sole discretion of Pierre Fabre.
Pierre Fabre reserves the right, at its sole discretion, to suspend, terminate, modify, or extend the Program Period or the Program at any time even though changes may affect the Participant's ability to use Reward Items. Pierre Fabre further reserves the right, at its sole discretion, to substitute any Reward Item with a Reward Item of perceived comparable value at any time throughout the Program and without notice. In addition to any other legal or equitable remedy which may be available to Pierre Fabre under applicable law, Pierre Fabre reserves the right at any time to limit Program enrollment and may terminate, void or cancel the Program or any individual Participant's Account, or portion thereof, if any Reward Item are received, or redeemed illegally, or through fraud, theft or in contravention of this Agreement, or in the event that any virus, bugs, non-authorized human intervention or other causes beyond the control of Pierre Fabre corrupts or impairs the security of the Website or Program, including but not limited to an attempt by any person to hack into or otherwise tamper with underlying source code/programming of any part of the Website.
Employees of Pierre Fabre, and its parent companies, house accounts, affiliates, divisions, subsidiaries, advertising, marketing, and promotion agencies (collectively, the "Promotion Entities") and members of the immediate family (defined as spouses, parents, siblings and children, and each of their spouses) and household of each such employee are not eligible to participate in the Program. Pierre Fabre reserves the right to exclude any account at any time.
6. Redemption of Reward Items. Reward Items are only as set forth herein or as may be offered on the Website. To receive a Reward Item, Participants must meet the purchase criteria as outlined within the program. Reward Items have no cash value and are non-transferable. Reward Items do not constitute property and are not assignable for any reason. No cash or other substitutes are permitted. Reward Items may never be sold, exchanged, bartered, transferred or given away. Pierre Fabre endeavors to keep the Program and the Website error free, but if accrued Reward Items are credited to a Participant due to a programming error or regular maintenance, Pierre Fabre reserves the right to adjust or reverse such a transaction. Pierre Fabre reserves the right to substitute any Reward Item for one of equal or greater value. In the event of any dispute regarding the identity of a Participant, the registration will be deemed submitted by the entity or individual signing this Agreement. All entries become the property of Pierre Fabre and will not be returned.
7. Reservation of Rights. The Program and the Reward Items are offered at the sole discretion of Pierre Fabre, and Pierre Fabre has the right to modify or discontinue, temporarily or permanently, the Program, including member levels and Reward Items offered, in whole or in part, for any reason, at Pierre Fabre sole discretion. Pierre Fabre may, among other options, withdraw, limit, modify, or cancel any Benefit; increase requirements for any Reward Item; or modify or condition the transferability of Reward Items. Participant agrees that Pierre Fabre will not be liable to Participant or any third party for any modification or discontinuance of the Program or Reward Item offered, in whole or in part. Notwithstanding the forgoing, Pierre Fabre further reserves the right to modify redemption procedures, including the method required for redemption of a particular Reward Item, changes in Reward Item values, and to alter, limit, modify or otherwise add to the Program terms and conditions. Pierre Fabre reserves the right to terminate the participation of any Participant for violation of any Pierre Fabre policies including anti-product diversion, anti-counterfeit or for any reason, in its sole discretion.
8. Limitation of Liability and Hold Harmless. Pierre Fabre and its affiliates, representatives, agents, directors, officers, shareholders, and employees are not responsible for and shall not be liable for: (i) late, lost, delayed, damaged, misdirected, inaccurate, incomplete, or unintelligible registration or point entries; (ii) telephone, electronic, hardware or software program, network, Internet, computer or other malfunctions, failures, or difficulties of any kind, whether human or technical; (iii) failed, incomplete, garbled, or delayed computer transmissions; (iv) any condition caused by events beyond Pierre Fabre control; (v) any injuries, losses, or damages of any kind arising in connection with or as a result of the benefit or acceptance, delivery or failure to timely deliver, possession, or use of the benefit, or from participation in the Program; or (vi) any printing or typographical errors in any materials associated with the Program. Further, in no event shall Pierre Fabre, or any of Pierre Fabre affiliates, and/or their respective officers, directors, employees, agents, representatives, information providers, and licensors and/or their respective heirs and assigns be liable for any damages of any kind or nature, including but not limited to, direct, indirect, incidental, consequential, exemplary, special (including loss or profit), punitive, or other damages arising from or in connection with the existence or use of this site or any such dispute, regardless of whether Pierre Fabre or any of the other entities or persons listed above have been advised as to the possibility of such damages. Under no circumstances will Participant be permitted to obtain benefits for, and hereby waives all rights to claim punitive, incidental or consequential damages, including attorney's fees, other than participant's actual out-of-pocket expenses (i.e. costs, if any, associated with participating in the Program), and participant further waives all rights to have damages multiplied or increased. Under no circumstances shall Pierre Fabre be liable to Participant or any third party for any indirect, incidental, consequential, special or exemplary damages, even if advised of the possibility of such damages, arising from the use or inability to use the Program or any other provision of these Terms and Conditions. Participant accepts all responsibility for, and hereby indemnify and hold us, Pierre Fabre subsidiaries, and affiliates harmless from and against, any actions taken by any user authorized to use Participant’s account, including, but not limited to, accrual of points, redemption of points, and disclosure of passwords to third parties. Pierre Fabre is not responsible for any mail, shipment or handling errors in connection with the delivery of a Reward Item. Pierre Fabre reserves the right to refuse a request for exchange or refund of any Reward Item or any Points in the event that a Reward Item is returned, lost, stolen or destroyed and assumes no responsibility for any loss, damage, defect, injury, death or expense relating to any Reward claimed by a Participant in this Program. Participant acknowledges that Reward Items may come from third party suppliers and that, in such instances, Pierre Fabre is not responsible for the quality of goods and/or services of any Reward Item claimed by a Participant in the Program. Pierre Fabre assumes no liability, obligation or responsibility for, and makes no warranty with respect to, any Reward Item including but not limited to the fulfillment and timeliness of delivery of Reward Items. By participating in the Program, Participant agrees to release, discharge, and hold harmless Pierre Fabre and their affiliates, representatives, agents, directors, officers, shareholders and employees from any and all liability from any injuries, losses, or damages of any kind arising from or in connection with the Program and/or this Agreement.
9. Membership Registration. In consideration of Participant’s use of the Program, Participant agrees to provide true, accurate, current, and complete information about Participant as requested by Pierre Fabre and to maintain and promptly update Participant’s personal data to keep it true, accurate, current, and complete. If Participant provides any information not true, inaccurate, not current, or incomplete; or if Pierre Fabre has reasonable grounds to suspect that such information is not true, inaccurate, not current, or incomplete; Pierre Fabre has the right to suspend or terminate Participant’s account and to refuse any and all current or future use of the Program (or any portion thereof) by Participant. If Participant attempts to obtain more than one Program account, Pierre Fabre may terminate Participant’s registration and all earned Reward Items may be forfeited.
10. Earning Program Points. Program points can only be earned and redeemed on cash-pay (i.e., no government or private health plan reimbursement). Program Points are available only to participants of the Program. Points are acquired through minimum product purchases of $2,000 per order. The number of points available per purchase by member level is show below:
Level 5 15% in points on orders at or above $2,000
Level 4 10% in points on orders at or above $2,000
Level 3 7.5% in points on orders at or above $2,000
Level 2 5% in points on orders at or above $2,000
Level 1 3% in points on orders at or above $2,000
Points and partner level are owned by the “Bill To” Account and are not transferable. Points are earned at the time of order and must be used at the time of order. Unused points are not banked and shall be forfeited upon non-use.
Pierre Fabre expressly reserve the right to establish additional means of accruing points or earning Reward Items; to remove any or all of the means currently in effect; to exclude certain types of transactions from the accumulation of points; to specify periods after which unused points will be forfeited or reduced in percentage. Points can be accrued only for activity taken and completed by Participant and can be applied only to Participant’s account. Pierre Fabre will use reasonable efforts to allocate earned points to Participant’s account; however, Participant is responsible for ensuring that Participant’s points are properly credited. If Participant believes that points have been earned but not credited, Pierre Fabre reserve the right to require proof of accrual; including, but not limited to, copies or receipts or similar documentation verifying any transactions claimed to have been performed. Pierre Fabre must receive any claims of points by Participant and proof of accrual within sixty (60) days after the date such points are claimed to be earned. Points will be maintained in Participant’s account until they are redeemed for Reward Items or are forfeited, whichever occurs first. All decisions regarding point balances, Reward Items, forfeitures, and the identity of any individual accessing an account, are within Pierre Fabre sole discretion.
11. Redeeming Program Points. Participant may redeem points accrued in Participant’s account for available Reward Items, provided that Participant’s account is in good standing at the time of the points redemption request. The amount of points available for redemption shall be determined in the sole discretion of Pierre Fabre, all of which is subject to change, modification, addition, or deletion from Pierre Fabre at any time and without prior notice. Points that Participant redeem shall immediately be deducted from Participant’s account. Points earned in two or more different accounts may not be combined to redeem for any Benefit. Redeemed Reward Items are not refundable, exchangeable, replaceable, redeemable, or transferable for cash, credit, or other Reward Items, or points under any circumstances. By participating in the Program, participants agree to release, discharge, and hold harmless Pierre Fabre and their affiliates, representatives, agents, directors, officers, shareholders and employees from any and all liability from any injuries, losses, or damages of any kind arising from or in connection with the Program.
12. Expenses. All expenses related to Participant's receipt of any Reward Item not specified herein are the Participant's responsibility. Taxes on and in connection with any Reward Items claimed by a Participant are Participant's sole responsibility.
14. Fraud. Fraud or abuse relating to the accrual of points or redemption of points for Program Reward Items may result in forfeiture of accrued points as well as the termination of Participant’s account. Participant is solely responsible for any fraudulent use of Participant’s points. The Program is provided to individual users who are natural persons for their own personal use. IT WILL BE CONSIDERED FRAUDULENT AND A VIOLATION OF THESE TERMS AND CONDITIONS FOR PARTICIPANT TO SHARE WITH OTHER MEMBERS POINTS AND/OR OTHER INFORMATION THAT CAN BE REDEEMED FOR POINTS AND/OR REWARD ITEMS . IT IS CONSIDERED FRAUDULENT AND A VIOLATION OF THESE TERMS AND CONDITIONS FOR PARTICIPANT TO REDEEM POINTS OR OTHER INFORMATION THAT CAN BE REDEEMED FOR POINTS AND/OR REWARD ITEMS THAT WERE RECEIVED FROM OTHER MEMBERS. ANY MEMBER SHARING IN THIS MANNER OR REDEEMING INFORMATION SHARED IN THIS MANNER WILL HAVE THEIR ACCOUNT DELETED AND WILL NOT BE AWARDED ANY REWARD ITEMS.
15. Violation of the Terms. Participant understand and agree that in Pierre Fabre sole discretion, and without prior notice, Pierre Fabre may remove points from Participant’s account as a penalty, terminate Participant’s access to the Program, and/or deactivate or delete Participant’s membership account if Pierre Fabre determine that Participant have violated Pierre Fabre this Agreement or the Program’s terms and conditions.
16. Copyrights. Nothing contained herein shall be construed as conferring any license or right under any Pierre Fabre copyright. Participant should assume that all contents of the Program and the Website are copyrighted unless otherwise noted and may not be used except as provided herein and without Pierre Fabre express written permission.
17. Trademarks. All product names, logos, and service marks displayed as part of the Program and on the Website that are identified by ® or ™ or appearing in type form different from that of the surrounding text (collectively, the "Trademarks") are registered or unregistered trademarks owned by or licensed to Pierre Fabre or its affiliates, unless otherwise identified as being owned by another entity. Nothing contained herein shall be construed as conferring by implication, estoppel, or otherwise any license or right, either express or implied, under any patent or Trademark of Pierre Fabre or any third party. No use of any Trademark may be made without Pierre Fabre prior written authorization, except to identify the product or services of the company.
18. Choice of Law and Venue. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New Jersey. All applicable federal, state, and local laws and regulations apply. The invalidity or unenforceability of any provisions of these Terms and Conditions shall not affect the validity or enforceability of any provision. In the event that any provision of these Terms and Conditions is found to be invalid or unenforceable, these Terms and Conditions shall be construed in accordance with their terms as if the invalid or unenforceable provision was not contained therein.
19. Medical Advice. No information contained in the Program or on the Website is provided with the intention to give medical advice or instructions on the accurate use of Pierre Fabre products. Pierre Fabre cannot answer unsolicited e-mails requesting personal medical advice; visitors should always consult a health care professional.
IN WITNESS WHEREOF, Participant agrees to be bound by the terms and conditions contained herein.