Terms & Conditions

TERMS AND CONDITIONS

This Agreement contains the Terms and Conditions (the "Agreement") that apply to your participation in the G2G Ventures, PBC. dba Counter Beauty ("Counter Beauty" or the "Company") Loyalty Program (the "Loyalty Program", or the "Program") and the establishment of links from your website(s) or other digital location(s), such as your social media page(s) (also referred to as "your site") to Counter.com.

This Agreement is made and entered into by Counter Beauty and you, the participant. As used in this Agreement, "you" and "your" mean the participant. Counter Beauty and you are collectively referred to below as the "Parties" and may each be referred to as a "Party."

Participation in the Program is voluntary. You have no obligation to join the Program in order to purchase products from the Company.

By creating an account on Counter.com and enrolling in the Program, you confirm you have read, understand, and agree to be bound by this Agreement, the general Terms of Use of the website (available here), and the Privacy Policy (available here). You also represent and warrant that you are lawfully able to enter into contracts, and you agree to comply with this Agreement for the full duration of your participation. Any personal information you provide in connection with the Program will be handled in accordance with the Privacy Policy. The effective date of this Agreement will be the date on which you complete enrollment.

ENROLLMENT AND ELIGIBILITY

To participate in the Program, you must create an account with the Company and provide your email address, phone number, and birthday. The Program is currently open only to residents of the United States and Canada. Customers who choose to check out as guests without creating an account will not be enrolled in the Program.

Under the terms of this Agreement, you are eligible to participate in the Program and receive benefits as described herein. You have the opportunity to earn and redeem product credits, birthday offers, and other incentives in accordance with the Program structure described below.

PROGRAM BENEFITS AND STRUCTURE

PRODUCT CREDIT

You will receive $15 in product credit for every $200 spent on qualified purchases on products identified as part of the Program as stated on Counter.com, excluding taxes, shipping, returns, and discounts ("Qualifying Purchase"). The final amount paid after taxes, shipping, returns, and discounts is what counts toward the $200 threshold.

Product credit will be automatically applied to your account once the $200 threshold is reached and will be available to use towards your next Qualifying Purchase. Product credit will expire 12 months from the date of issuance. The Company cannot make exceptions on expiration dates. Subscription orders (both new and recurring) will count towards the $200 spend threshold. You may apply product credit and a valid promotional code on a single order, provided the promotional code is valid and applicable to the items in your order.

CURRENCY AND REGIONAL CONSIDERATIONS

Product credit will be reflected in the currency of the site on which you are shopping. For example, if you shop on the Canadian site, you will earn $15 CAD for every $200 CAD spent. Product credit earned in one currency (e.g., CAD) must be used on the corresponding regional site (e.g., Canadian site) and is not applicable to orders placed on the other regional site. If you place an order on a regional site different from your country of residence, the total spend would be credited towards the threshold for that regional site's currency, separate from the threshold in your country of residence's currency.

RETURNS AND PRODUCT CREDIT

If you return a product, the refunded amount will be deducted from your qualifying spend total used to calculate product credit eligibility (the $200 spend threshold). Additionally, if you used product credit toward the original purchase, that credit will be refunded to your account first before any remaining balance is refunded to your original form of payment.

BIRTHDAY OFFER

You will receive an exclusive birthday offer of a 10% discount for one-time use off product purchases (excluding taxes and shipping). This offer will be sent on the first day of your birthday month and will expire at the end of your birthday month. This offer cannot be combined with other promotions.

REFERRAL PROGRAM ("GIVE 10%, GET $10")

Provided you are not currently participating in the Brand Partner Program, you can refer friends and family to the Company through your personalized referral link sent to you via email. The person you refer will receive 10% off their first purchase (excluding taxes and shipping), and you will receive $10 in product credit when the person you refer makes their first purchase with a subtotal of $100 (USD/CAD) or more. To qualify for the referral program benefits, the person you refer must be a new customer who has not made any prior purchases from Counter.com. There is no limit to the number of people you can refer to activate. *Not available to individuals currently participating in the Brand Partner Program.

PROGRAM OPERATIONS AND CREDIT TERMS

POLICIES AND PRICING

The Company processes orders placed by participants in the Program through the Company's website. In addition to this Agreement, all rules, policies, operating procedures, Terms of Use, Privacy Policy, Returns Policy, and Terms and Conditions will apply to you and your purchases.

PAYMENT RESPONSIBILITY

You are solely responsible and liable for any and all taxes, contributions, penalties, currency conversion costs, or other amounts arising from benefits received through the Program.

FRAUD PREVENTION AND MISUSE OF THE PROGRAM

All benefits under the Program are subject to verification and may be reversed or withheld in the event of order cancellations, errors, duplicate tracking, returns, disputed charges, fraudulent activity, or any violation of this Agreement or any other agreement you have with Company. If the Company suspects such activity, it may request clarification or additional information related to specific orders or account behavior, or terminate your participation in the Program as noted below in the Term and Termination Section. You agree to cooperate fully and respond promptly and honestly to the Company's request for clarification or information.

LEGAL AND COMPLIANCE

MARKETING AND DISCLOSURE COMPLIANCE

If you choose to share information about your participation in the Program or use your referral link in any promotional content, you must comply with all applicable laws, including the US Federal Trade Commission's and the Canadian Competition Bureau's guidelines on endorsements and testimonials. You must clearly and conspicuously disclose your relationship with Counter Beauty, and the fact that you may be compensated for providing referrals in a manner that is clear and easily understood by consumers.

EMAIL/TEXT MARKETING

If you promote the Program via email or text campaigns, the following requirements apply:

a. You must comply with the CAN-SPAM Act of 2003 (Public Law No. 108-187), the Canadian Anti-Spam Law (CASL), and any other applicable laws, rules, or regulations governing commercial messaging (collectively, the "Act").

b. All email communications must be sent on your behalf and must not suggest or imply that the email is being sent on behalf of the Company. You are solely responsible for ensuring you qualify as the "sender" under the Act.

c. You may not send SMS or MMS messages to a recipient unless the recipient has provided express consent to receive such messages. All messaging must comply with all applicable laws, rules, and regulations, including but not limited to the Telephone Consumer Protection Act (TCPA).

USE OF COMPANY TRADEMARKS

The name "Counter Beauty" and other names, trademarks, logos, images, and/or copyrighted materials used by the Company and/or any related/affiliated entity are proprietary to the Company and/or its licensors (the "Company Marks"). The Company grants you a limited, nonexclusive, non-transferable license to use the Company Marks when sharing your participation in the Program, provided that such use complies with the provisions of this Agreement. The Company reserves the right to revoke your limited license to use the Company Marks at any time in its sole discretion.

TERM AND TERMINATION

TERM

This Agreement shall remain in effect until terminated by either you or the Company. Either you or the Company may terminate this Agreement immediately, with or without reason, at any time.

TERMINATION

Notwithstanding any other provision of this Agreement, the Company reserves the right to terminate this Agreement immediately upon notice to you in the event of any breach by you. This right is in addition to any other legal or equitable remedies available to the Company.

If your account is terminated for breach, the Company reserves the right to deny any future program participation at its sole discretion.

EFFECT OF TERMINATION

If this Agreement is terminated for any reason, you shall not be eligible to participate in the Program or, receive benefits from it. In the event of termination, all your rights as a participant in the Program, including any unused product credits and any other benefits under the Program, will terminate and become void.

MISCELLANEOUS

AMENDMENTS

The Company may amend the terms of this Agreement in whole or in part at any time at its sole discretion. Without limiting the foregoing, we may amend the eligibility requirements for the Program, the rates and thresholds at which benefits and credits are earned or redeemed, and the manner in which rewards and credits are earned or redeemed.

You will be notified of any amendments via email.

Amendments will become effective three (3) days after notice is provided, but will not apply retroactively to conduct occurring prior to the effective date. Your continued participation in the Program, including maintaining an active account or redeeming any benefits after the effective date of any amendment, will constitute acceptance of the amendment.

PUBLICITY AND CONTENT LICENSE

If you submit or create any content in connection with participation in the Program, including but not limited to your name, likeness, personal story, reviews, photographs, testimonials, images, videos, text, modifications of Company materials, or any other promotional content (collectively, "Participant Content"), you grant the Company and its affiliates a perpetual, royalty-free, worldwide, non-exclusive, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, perform, display, sublicense, and create derivative works from such Participant Content in any media or format, for any lawful purpose and in its advertising and promotional materials. Further, you waive any moral rights you may have in such Participant Content. You expressly waive all claims for compensation for such use. You waive any right to inspect or approve such materials prior to their publication by the Company. This license may be revoked at any time by providing written notice to the Company.

You represent and warrant that all your Participant Content is either original to you or lawfully obtained, and that the Company's use of such content will not infringe the rights of any third party. You agree to provide any reasonable assistance required to confirm or document these rights upon our request.

LIMITATION OF LIABILITY

You and the Company each waive any claims for consequential or exemplary damages for any claim or cause of action arising from or relating to the Agreement.

INDEMNITY

You agree to indemnify and hold harmless the Company, its affiliates or their respective officers, directors, shareholders, agents, employees and representatives from and against any damages, claims, or liabilities and expenses (including legal fees) arising from or relating to (i) your operation of your Program account and any activities related to it or under this Agreement; (ii) any negligent, reckless or intentionally wrongful act by you or any person acting on your behalf; (iii) any breach by you of any term of this Agreement; and (iv) any third-party claim alleging that you have violated or infringed upon any rights of third-parties, including but not limited to rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

WAIVER

Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, representations, and communications.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be severed, and the remaining provisions will remain in full force and effect.

WARRANTY, DISCLAIMER

To the maximum extent permitted by law, the Company disclaims all other warranties with respect to the Products, the Program, and any other subject matter of this Agreement, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, or accuracy.

GOVERNING LAW AND JURISDICTION

In order to maintain uniformity in the interpretation of this Agreement across the Company's operations in many different states, you and the Company expressly agree that this Agreement, including any procedural or substantive rights in any arbitration, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws; provided, however, that if applicable law prohibits you and the Company from agreeing to the application of the laws of the State of Delaware, this Agreement including any procedural or substantive rights in any arbitration, shall be governed by and construed in accordance with the laws of the state where you most recently provided services to the Company or where you reside, without giving effect to principles of conflicts of laws. The Federal Arbitration Act shall otherwise govern all matters relating to arbitration.

NEGOTIATION AND MEDIATION

In the event of a dispute, claim, or controversy arising from or relating to this Agreement, the Parties agree to try to resolve such dispute informally. In this regard, the aggrieved Party shall send a "Notice of Dispute" to the other Party which contains a brief statement setting forth the facts giving rise to the disputed matter and the relief requested by the aggrieved Party. The Parties agree to use reasonable, good faith efforts to settle any dispute through consultation and good-faith negotiations within thirty (30) days following delivery of the Notice of Dispute. If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to non-binding mediation with a mediator mutually agreeable to the Parties. If the Parties are unable to agree on a mediator, the Parties agree that the American Arbitration Association shall designate a mediator. Unless the Parties agree otherwise, including conducting the mediation telephonically, the mediation shall take place in Los Angeles, California within six (6) months following delivery of the Notice of Dispute. The Parties agree that the dispute resolution procedure set forth in this paragraph is a condition precedent that must be satisfied before initiating any arbitration against the other Party.

AGREEMENT TO ARBITRATE

You and Company mutually agree that any claim or dispute between them arising from or relating to this Agreement, in which either party seeks more than $10,000, and which cannot be resolved by negotiation or mediation, shall be submitted to confidential binding individual arbitration before a single arbitrator pursuant to the rules and procedures of JAMS. The rules and procedures of JAMS are available at www.JAMSadr.org. By agreeing to arbitrate, the parties expressly waive their respective rights to a trial by jury.

a. In the event JAMS is unwilling or unable to hear the dispute, the Parties shall agree to, or an appropriate court shall select, another arbitration provider. Unless otherwise agreed upon by the Parties, any arbitration hearing shall take place in Los Angeles, CA, although either party may elect to participate in the arbitration remotely. Each Party shall be responsible for its own attorneys' fees. Responsibility for all other arbitration fees and costs, including filing fees, shall be apportioned in accordance with the Rules and Procedures of JAMS.

b. Although this agreement to arbitrate is made and entered into between you and the Company, its affiliates, or their respective officers, directors, shareholders, agents, employees, and representatives ("Related Parties") are intended third-party beneficiaries of the Agreement, including this agreement to arbitrate.

c. This agreement to arbitrate shall survive the termination of this Agreement. Any issues related to the arbitrability of any claim, or the scope, validity, or enforceability of this agreement to arbitrate shall be determined by the arbitrator. If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery via courier. The Demand for Arbitration must include a statement of the legal and factual basis of the claim(s) to be arbitrated. The Parties shall be entitled to the discovery rights and procedures set forth in the Rules and Procedures of JAMS. The Parties shall be entitled to file dispositive motions in accordance with the Rules and Procedures of JAMS. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a final judgment in a court of competent jurisdiction.

CLASS ACTION WAIVER

You waive your right to have any dispute or claim brought, heard, or arbitrated as a class or class action, and the Parties agree that an arbitrator shall not have any authority to hear or arbitrate any class, representative, or collective action. Notwithstanding any other provision in this Agreement, the Parties agree that any claim or contention that all or part of this class action waiver is unenforceable may be determined only by a court of competent jurisdiction and not by an arbitrator.

VENUE

You and the Company agree that the exclusive venue for any court proceedings, including actions for preliminary injunctive relief in aid of arbitration or judicial enforcement of an arbitration award, shall be in Los Angeles, California. You and the Company consent to personal jurisdiction in such courts and waive any objections to venue, jurisdiction or forum that may otherwise be available to either party. [Venue and forum for individuals participating in the Program who are residents of Louisiana shall be determined pursuant to Louisiana law].

TIME PERIOD TO ASSERT CLAIMS

If you or the Company wish to bring an action against the other for any act, occurrence, or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under state law. Failure to bring such action within such time shall bar all claims for such act or omission. The Parties waive all claims that any other statute of limitations applies.

NOTICES

All notices required or permitted to be given under this Agreement must be in writing. The Company may provide you notice by sending an e-mail to the address on file with the Company, which you agree electronically satisfies any legal requirement that such notice be in writing.

You are solely responsible for ensuring that the email address on file with the Company is accurate and current, and notice to you shall be deemed effective upon the Company sending an email to that address.

Notice to the Company shall be provided by means of U.S. mail, postage prepaid, addressed to: 1745 Berkeley Street, Suite 2, Attn: Legal Department, Santa Monica, California 90404

Such notice to the Company shall be effective upon receipt by the Company.

SURVIVAL

The Parties agree that all appropriate sections shall survive any termination or expiration of this Agreement.

TERMS

Subscriptions are limited to items displaying the Subscriptions tag on the Sites. If you purchase products using our Subscriptions feature at the Company you’ll receive regular shipments of those products based on the frequency you choose; the Company currently offers 1-month, 2-month, 3- month, and 4-month Subscriptions (i.e., your Subscriptions starts on the 1st then it will ship every 2 months on the first of that month) but reserves the right to offer different frequencies in the future which will be posted on the Sites.

When you are enrolled, subscriptions will automatically create a new order according to the shipment schedule applicable to your product purchase selection, and your subscription for the selected product will continue for each subscription period selected by you until you cancel.

You may skip a subscription shipment, make changes to, or cancel your subscription up to twenty-four (24) hours before your order is placed. There is no additional fee charged for participating in the subscription, and there is no minimum purchase obligation.If you are placing an order as part of our subscription program, your participation in the program will remain in effect until it is cancelled.

We may, in our sole discretion, terminate your participation in the program at any time without notice to you. Some of the offer details for subscription may change as you receive deliveries over time (for example, price, taxes, availability, and shipping/handling charges). If the item is unavailable when we plan to ship it, we will notify you that we are unable to process the order, and we will wait to process your order until the next scheduled shipping date based on the shipment frequency selected.

RECURRING CHARGES APPLY

The total cost charged to your payment method for each subscription order will be the cost of the item on the day that order is processed, less any subscription discount offered as a percentage or dollars off at the time you signed up, plus shipping, handling, and any applicable sales tax.

Your subscription will automatically renew at the end of the term you selected continuously and indefinitely without action by you, and the cost will be automatically charged to you at the time of renewal. the Company reserves the right to modify or cancel any discount offered at the time you signed up for the subscription, with notice to you, and future orders fulfilled would reflect any such change. For each subscription item shipment, you authorize the Company to charge the payment method used when you enrolled unless otherwise directed by you.

If we are unable to complete your subscription order with the payment method you used when you enrolled, we will not fulfill the order and will notify you that your payment method needs to be updated.The actual cost of each shipment may vary depending on the quantity and frequency chosen. You accept responsibility for all recurring charges, and your subscription will continue until you cancel your subscription. There is no minimum purchase obligation.

CANCELLATION

You may cancel a subscription at any time. To cancel, log in to your account, click the “Subscriptions” tab, then click “cancel.” You may also cancel by contacting Customer Service. If you cancel before the next recurring payment is charged, then your subscription will terminate automatically, and the Company will not charge your payment provider for any subsequent subscription period. If you cancel while an order is in process (i.e., your payment has been charged but you have not yet received your shipment), the Company will continue to process your order; your subscription will terminate automatically after the last order is shipped. If you cancel your enrollment and then reactivate it, the discount applied to any subscription item may not be the same discount in effect at the time of cancellation. If the subscription discount for such item changes, the new discount will be applied to your future shipments of that item.

SKIP A SHIPMENT.

You may also skip a shipment at any time. To skip a shipment, log in to your account, click “subscription,” then “skip a shipment.” If you skip a shipment before your next recurring payment is charged, the Company will cancel the next scheduled delivery for your subscription, and your payment method will not be charged for the skipped shipment. If you skip a shipment while an order is in process (i.e., your payment has been charged but you have not yet received your shipment), the Company will continue to process your order for that period and skip the following subscription period. After your skipped shipment, the Company will automatically restart your subscription deliveries unless you skip the next shipment or cancel your subscription. Skipping a shipment does not cancel your subscription.

MANAGE YOUR SUBSCRIPTIONS.

You can manage or make changes to your subscription at any time by logging into your account, clicking “subscription,” and following the prompts. Any changes you make will be reflected in your next shipment, except for changes initiated while an order is in process (i.e., your payment has been charged but you have not yet received your shipment), in which case they will be reflected after the current order has been completed.The Company reserves the right to change the subscription benefits, including the discount amounts and eligibility used to determine discount amounts, at any time in its sole discretion. All changes will apply to future orders, including current enrollments.Subscription discounts apply only to eligible items displaying the offer message on the subscription item information pages, and then only if you select the subscription delivery method.All returns under subscription are subject to the Company Return Policy.The Company reserves the right to change the pricing of any product associated with subscriptions at any time. In the event of a price change, The Company will post the new pricing on the website and attempt to notify you in advance by sending an email to the address you have registered for your account.

You agree that we may change the pricing we charge you for your subscription products by providing you with notice through an electronic communication from us, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to our ability to change our pricing and the details of our subscription products (sizes, varieties, etc.) through an electronic communication to you.

If you do not wish to accept a price change made by us, you may cancel your subscription as described above, otherwise you will be deemed to have consented to the price change and authorize The Company to charge the new price to your payment method. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify The Company within sixty (60) days after they first appear on an account statement.

IF YOU ARE A PARTICIPANT OF OUR SUBSCRIPTION PROGRAM AND YOU HAVE PROVIDED US WITH A VALID CREDIT CARD NUMBER OR AN ALTERNATE PAYMENT METHOD, EACH SHIPMENT WILL BE AUTOMATICALLY PROCESSED AT THE TIME OF EACH SUCCESSIVE SHIPMENT AND/OR INSTALLMENT AND WILL BE BILLED TO THE PAYMENT METHOD YOU PROVIDED TO US AT THE TIME OF YOUR INITIAL PURCHASE AND ENROLLMENT.

You are obligated to provide current, complete, and accurate information for your billing account. You are responsible for promptly updating all information to keep your billing account current, complete, and accurate (e.g., change in billing address, credit card number, or credit card expiration date). You must promptly notify us if your credit card information is cancelled or is no longer valid (e.g., loss or theft). If a subscription order cannot be processed due to an issue with an invalid shipping address, billing address, or expired payment information, you will be notified and given the opportunity to correct the problem. If the issue is not corrected within thirty (30) days, your subscription will be cancelled.Return/Refund Policy.

You may return items in accordance with the Return Policy instructions that accompany your product shipments, or if you are uncertain about your right to return the product, you may also contact Customer Service for assistance.