TERMS & CONDITIONS

1. General Information

Theory wants to thank its customers for making purchases at Theory and reward its customers for their loyalty to Theory. The Program lets customers earn Loyalty Status (“Status Tiers”) on their Eligible Purchases (as defined below). Status Tiers can be earned through Eligible Purchases through credit card or with other methods of tender, except gift cards or promotional cards (each, an “Eligible Payment Method”). You will be eligible for benefits (“Rewards”) based on your Qualified Purchases in the current year calendar period, with the initial enrollment entitling you to the calendar year of your enrollment as well as the following calendar year (the “Accumulation Period”) and what level member you are, as described in Section 4 below. The Program rewards Theory customers for their loyalty with amazing benefits and experiences.

2. Eligibility, Enrollment & Registration

a. Eligibility.

The Program is provided to individuals only. Freight Forwarders, Bulk Buyers, corporations, associations or other groups may not participate in the Program. The Program is intended for personal use only and any commercial use is prohibited. To be eligible to participate in the Program, you must be a legal resident of the fifty (50) United States or the District of Columbia. The Program is not targeted towards, nor intended for use by, anyone under the age of 13. If you are between the ages of 13 and 18, you may only use the Program under the supervision of a parent or guardian who agrees to be bound by these Terms. Theory reserves the right to terminate any person from participating if that person appears to be violating these Terms, including, without limitation, making purchases for business or for resale, manipulating the Program or otherwise acting against the Program’s intent. If a member is terminated, he or she automatically forfeits all Status Tiers and unfulfilled Rewards.

b. Enrollment.

You may enroll in the Program and begin earning Status Tiers via the following methods when you provide your e-mail address and opt-in to Theory marketing:

• You may register for the Program online at https://www.theory.com/register/
• You may register for the Program in any of our stores, located at https://stores.theory.com/
• You may register for the Program by contacting Client Services

There is a limit of only one Program account per email address.

c. Privacy.

The enrollment process for the Program may require that you provide certain information, including your name, mailing address, email address, phone number and birthday. All information collected about you in connection with the Program is subject to our privacy policy, which can be found at https://www.theory.com/privacy-policy.html. By enrolling in the Program, you also consent to the potential release of information to selected third parties to carry out the Program, as further detailed in our privacy policy.

3. Earning Status Tiers

a. How to accumulate Status Tiers.

To accumulate Status Tiers when making a purchase in-store at Theory, you must pay with an Eligible Payment Method and provide the email address associated with your account. To accumulate Status Tiers when making a purchase online, you must use the same name and email address associated with your Program account.

b. Eligible Purchases.

You will earn Status Tiers based on your Eligible Purchases at Theory, rounded to the nearest dollar for each purchase. Eligible Purchases are defined as purchases of goods and services at Theory stores in the United States or online at https://www.theory.com/home/. (“Site”). Please note that Status Tiers are not earned on “Non Eligible Purchases,” which include: gift cards, returns, refunds, credit adjustments, unauthorized or fraudulent charges, charges that violate these Terms or any other agreement with Theory, taxes, shipping or delivery fees, alterations, repairs, studio purchases, restocking fees, purchases made using a promotional card, balance transfers, interest, fees or other account activity.

c. Status Tiers for Eligible Purchases.

You will earn one (1) dollar towards the next Status Tier for each one (1) U.S. dollar spent on Eligible Purchases, as described below.

d. Deduction; Forfeiture; Expiration.

We may verify and adjust your Status Tiers balance based on our records and based on certain purchases not constituting, or no longer constituting, Eligible Purchases. When you return/cancel an Eligible Purchase, the earned Status Tier from the original Eligible Purchase will be deducted from your account for that returned/cancelled item. Except as otherwise provided by applicable law, you will forfeit all unused Status Tiers if you file for bankruptcy, or your participation in the Program is terminated for any reason. You will not receive any compensation or new Status Tiers for your Status Tiers that expire or are forfeited.

e. Account.

Your balance will be available at any time by accessing “My Account” at https://www.theory.com/mytheory. Please allow up to 48 hours for new balances to be visible in your account. If your balance is not visible at that time please contact our Customer Service Center at clientservice@theory.com.

f. Other Conditions.

Status Tiers have no cash value and may not be used as payment. Status Tiers may not be sold, purchased, transferred or altered in any way by you, and any attempt to do so will be void.

g. Disputes.

Your account will be deemed accurate unless otherwise challenged with evidence that, in our sole and absolute discretion, demonstrates a discrepancy that warrants correction. We will not be liable for discrepancies, omissions, inconsistencies or errors in your account or your collection and/or redemption of any Reward. If you believe a Status Tier was earned and has not timely posted to your account, you may dispute your balance (“Dispute”) by contacting Customer Service at clientservice@theory.com. We will use reasonable efforts to investigate your Dispute. If you do not notify us within 6 months of the Accumulation Period in which you made your purchase you waive your right to make a Dispute with respect to that purchase. We may require you to provide written confirmation of the Dispute and the applicable purchase receipt and may decline to investigate further if you do not provide the requested confirmation or a valid receipt as determined by us in our sole discretion.

4. Rewards

a. “Rewards.”

The Qualified Purchases will determine your tier level “Tier”. Your Tier will determine the types of additional benefits you can enjoy as a Member of the Program. Once you reach a specific Tier, you will receive benefits applicable to that Tier at that time. Benefits tied to each Tier are subject to change and may vary from time to time.

b. Tier Levels

Basic Alterations: Shortening pants, skirts, dresses, and blazer sleeves (from the cuff only). We are unable to move buttons and zipper placements and make alterations to items in specialty fabrics such as suede and leather.

c. Taxes.

Rewards may be taxable, depending on the value of the item and the federal, state, and local tax laws applicable to Member. Members are solely liable for any applicable taxes arising out of the accrual or use of a Reward. Please consult your tax advisor concerning such tax consequences.

5. Cancellation of Program Participation

You may cancel your participation in the Program at any time by unsubscribing to Theory marketing (via the email unusbscribe link) or by contacting our Customer Service Center at clientservice@theory.com.

6. Changes; Termination

Please note that participation in the Program and the benefits of the Program are offered at the sole discretion of Theory. This Program begins on September 13, 2019 and will continue until terminated, suspended, modified, or converted to another loyalty program by Theory. Theory may, in its sole and absolute discretion, cancel, change, suspend or modify any aspect of the Program, including the availability of Status Tiers or Rewards, at any time without notice. Any changes will be effective immediately upon posting the revisions to https://www.theory.com/terms-and-conditions.html, and you waive any right you may have to receive specific notice of such changes or modifications. You acknowledge that any cancellation, change, suspension or modification of the Program may result in the loss of Status Tiers or Rewards, and cancellation of some or all benefits connected to the Program. Theory may, in its sole and absolute discretion, terminate or suspend any Member’s participation in the Program for breach of these Terms, or for taking any actions that are inconsistent with the intent of these Terms. Theory reserves the right at its sole discretion to prohibit any Member from participating in any aspect of the Program if Theory deems or suspects that such Member has engaged in or has attempted to engage in any of the following: (i) acting in violation of these Terms; (ii) damaging, tampering with or corrupting the operation of the Program or Sites; (iii) acting with intent to annoy, harass or abuse any other person; (iv) any inappropriate, uncooperative, disruptive, fraudulent, potentially fraudulent, or unusual behavior or activity; or (v) activity deemed in the sole discretion of Theory to be generally inconsistent with the intended operation of the Program. Any decision Theory makes relating to termination or suspension of any Member’s participation in the Program shall be final and binding in all respects. Theory shall be the sole determiner in cases of suspected abuse, fraud, or breach of these Terms or the violation of the Terms’ intent.

7. Program Conditions:

The Program, the Status Tiers and/or the Reward are void where prohibited by law. If a Reward becomes unavailable, Theory may substitute a reward of equal or greater value, as determined in its sole and absolute discretion. Members may not assign or transfer any Status Tiers or Rewards. Theory makes no warranty in any respect as to any Reward, merchandise or service available within the Program.

8. Release/Limited Liability

Unless otherwise required by law or our agreements with you, and to the fullest extent permitted by applicable law, neither Theory, nor any of our or its shareholders, parents, affiliates, officers, directors, employees, service providers, or agents (collectively, “Released Parties”) will be liable to you, or anyone making a claim on your behalf, in connection with (a) any termination of, change in, or suspension of the Program; (b) any claim relating to products purchased using any Reward obtained through the Program; (c) any loss, damage, expense or inconvenience caused by any occurrence outside of our control; (d) any taxes that you incur as a result of receiving or redeeming Status Tiers; or (e) for technical problems or malfunctions arising in connection with any of the following occurrences which may affect the operation of the Program and/or Sites: hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online or other communication problems; errors or limitations of any Internet service providers, servers, hosts or providers; garbled, jumbled or faulty data transmissions; failure of any e-mail transmissions to be sent or received; lost, late, delayed or intercepted e-mail transmissions; inaccessibility of the Sites in whole or in part for any reason; traffic congestion on the Internet or Site; unauthorized human or non-human intervention of the operation of the Program, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; or destruction of any aspect of the Program, or loss, miscount, misdirection, inaccessibility or unavailability of an account used in connection with the Program. To the fullest extent permitted by applicable law, you hereby agree that: (i) any and all disputes, claims and causes of action arising out of or connected with this Program or any Status Tiers or Reward shall be resolved individually, without resort to any form of class action; (ii) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with participating in this Program, but shall in no event include attorneys’ fees; and (iii) under no circumstances will you or anyone else be permitted to obtain awards for and you hereby waive all rights to claim punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PERMITTED BY LAW, ANY LIABILITY THAT WE MAY HAVE TO YOU IN CONNECTION WITH THE PROGRAM SHALL BE LIMITED TO THE AMOUNT OF ANY STATUS TIERS YOU HAVE EARNED IN ACCORDANCE WITH THESE TERMS. THE PROGRAM IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

9. Indemnification

Members agree to indemnify, defend and hold the Released Parties harmless from and against any and all third party claims, demands, liabilities, costs or expenses, including attorneys’ fees and costs, arising from, or related to any breach by Member of any of these Terms or any violation by Member of applicable law.

10. Governing Law; Assignment

The Program and these Terms are governed by federal law and, to the extent state law applies, the laws of the State of New York without any reference to its choice of law provisions. You may not assign your rights or obligations under these Terms to any other person or entity. YOU AND WE AGREE THAT EACH OF US MAY BRING ANY CLAIMS ARISING FROM OR RELATING TO THESE TERMS ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

11. Agreement to Arbitrate

The Program and these Terms are governed by federal law and, to the extent state law applies, the laws of the State of New York without any reference to its choice of law provisions. You may not assign your rights or obligations under these Terms to any other person or entity. YOU AND WE AGREE THAT EACH OF US MAY BRING ANY CLAIMS ARISING FROM OR RELATING TO THESE TERMS ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
The laws of the State of New York shall govern these Terms and Conditions. While we will make reasonable efforts to resolve any disagreements you may have with Company, if these efforts fail you agree that all claims, disputes or controversies against Company arising out of these Terms and Conditions, or the purchase of any products or services ("Claims") shall be exclusively submitted to binding arbitration (except for matters that may be taken to small claims court), no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third- party claims, interpleaders or otherwise; and Claims made independently or with other claims. The party filing an arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing an arbitration. Any arbitration hearing that you attend will be held at a place chosen by the American Arbitration Association in the same city as the U.S. District Court closest to your then current residential address, or at some other place to which you and Company agree in writing, and the arbitrator shall apply New York law consistent with the Federal Arbitration Act. YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS OR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. You may obtain copies of the current rules, and forms and instructions for initiating an arbitration by contacting the American Arbitration Association at using the contact information noted below.

American Arbitration Association

Website: www.adr.org

A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association. The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms and Conditions, in which case these Terms and Conditions will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party's attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The arbitrator's award is final and binding on the parties.

ANY CLAIM YOU HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE THE CLAIM ARISES. AS NOTED ABOVE, YOU AND COMPANY HEREBY VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT EITHER MAY HAVE TO A JURY TRIAL.

12. COMMUNICATION AND CLIENT SERVICE

We may contact you about the Program by mail, phone, e-mail or other methods permitted under applicable law. As needed, you agree to promptly update your contact information with a Theory store associate or by contacting our Client Service. We are not responsible for Reward gift cards or communications lost or undelivered due to incorrect or changed address or contact information. For assistance, please contact us at clientservice@theory.com.

13. Entire Agreement; Severability; Conflicts; No Waiver

These Terms contain the entire agreement between you and us regarding the Program, and supersede any previous terms and conditions governing the Program we may have provided to you. The Program is not available where and to the extent prohibited by law. If any part of these Terms conflict with applicable law, that provision will be deemed severed from these Terms and the remainder of the Terms will remain in effect. We will not lose our rights under these Terms because we delay or do not enforce them. All waivers of any of these Terms by us must be in a writing executed by someone with authority to bind us.

*Loyalty discounts only applies to full price items. Sale merchandise and Gift Cards are excluded. Valid at theory.com for shipping within the U.S and Theory US retail stores only. Offers cannot be combined, redeemed for cash or applied to previous purchases, or gift cards. For questions, please contact client service at clientservice@theory.com. Terms of offer are subject to change. For loyalty program terms and conditions, visit https://www.theory.com/terms-and-conditions.html

SPONSOR: Theory LLC, 38 Gansevoort Street, New York, New York 10014.

EFFECTIVE DATE: These Terms and Conditions were last updated on August 29, 2019.