Pro Perks Program Terms + Conditions

OVERVIEW
The mDesign Pro Perks Program (the “Pro Program”) is a loyalty reward Pro Program offered by METRO DECOR, LLC (the “Company”, “us”, “our” or “we”) to specific industry business customers of the Company. The Pro Program is accessible through mDesignHomeDecor.com (the “Company Website”) and any other related sites and applications referred to on the Pro Program Website including without limitation https://mdesignhomedecor.com/about-mdesign-pro-rewards/ (the “Pro Program Description”).

The Pro Program allows businesses who have completed the account registration steps and provided required documentation for verification of business status (each, a “Pro Program Member” or “Member” or “You”) in accordance with these Terms and Conditions to receive a 10% Pro Discount on your entire order (after all discounts, rewards, and other offers are applied), as well as earning points when making purchases on eligible items as identified by the Company (“Eligible Purchases”), and to redeem these points for rewards, benefits and/or rebates offered by the Company from time to time.

Members acquire no vested right or entitlement to the continued availability of any particular reward, benefit or redemption level.

PLEASE RETAIN A COPY OF THESE TERMS AND CONDITIONS FOR YOUR RECORDS AND PLEASE CHECK THE COMPANY WEBSITE FREQUENTLY FOR ANY CHANGES TO THESE TERMS.


1.2. TERMS AND CONDITIONS
The terms and conditions set forth herein (the “Terms & Conditions”, and together with any terms set forth on the Company Website, the Pro Program Description Page and any other terms accessible through any of the foregoing, collectively the “Pro Program Terms”) govern the Pro Program. The Company in its sole discretion can, restrict, suspend, amend, extend or otherwise alter the Pro Program Terms at any time and without prior notice. If the Pro Program Terms have been updated, the Company will post the new Pro Program Terms on the Pro Program Description Page and note the date that they were last updated, and no change will be effective until such change has been posted for at least 48 hours. We encourage Members to review the Pro Program Terms each time they use the Pro Program.

1.3. ACCEPTANCE
By using or enrolling in the Pro Program, you accept and agree to be bound by the Pro Program Terms.

1.4 AUTHORIZATION AND PERMISSION
By enrolling in the Pro Program, you authorize the Company, its affiliates and partners to communicate marketing and company information to you. Communications may include (but are not limited to) marketing emails, direct mail, and special communications about upcoming offers and promotions.

1.5. PRIVACY
You acknowledge and agree that (i) in order to participate in the Pro Program, you will furnish to Company certain personal information, and (ii) Company shall collect, process, disclose, transmit, retain, or otherwise use such personal information in accordance with our privacy policy at www.mdesignhomedecor.com/privacy-policy/ (“Privacy Policy”), which may be amended from time to time. Without limiting the generality of the foregoing, you expressly acknowledge and agree that Company may use such personal information in order to administer the Pro Program, provide you with special offers and similar marketing, and enforce our rights under the Pro Program Terms. Please be aware that our Privacy Policy sets forth your rights and obligations with respect to your provision of personal information to the Company.


2. PRO PROGRAM MEMBERSHIP
2.1. MEMBERSHIP ENROLLMENT
Accredited professional organizers and interior designers/decorators with a legal business entity in the 48 contiguous United States are eligible for participation in the mDesign Pro Program. Shipping in not available to Alaska, Hawaii or US Territories. Membership is free and no initial purchase is required in order to become a Member.

In order to become a Member, you must complete the following steps:
(i) completing the online registration form for an mDesign Account and Pro Perks Program
(ii) acknowledging and agreeing to the Account and Pro Program Terms & Conditions
(iii) providing the following requested documents:
1. A completed and signed Application;
2. A Business Card indicating the applicant’s Business or Company Website or Social Media Page, and
3. Either: a) a copy of the applicant’s Business License; or b) a business tax identification number.

Once all information and documents are received, you will be notified of your Pro Program membership approval within 5 business days. Incomplete applications will not be accepted, and we reserve the right to make all eligibility determinations at our sole discretion. Wholesale customers are excluded from this program. Members of our affiliate programs, employees, independent contractors, officers, and directors of the Company and its subsidiaries and affiliates are not eligible for the Pro Program.

2.2. REGISTRATION & SECURITY
In order to enroll in the Pro Program, You will have to register and create an mDesign Rewards Pro Program account (“Account”) with Us and provide information including name(s), business documentation (i.e., the information described in Section 2.1(iii) above), email address, login username and password. You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the Website and Services. While more than one person may use the same email address or log-in user name (e.g., members of the same business), we will not separate Pro Program benefits or offers earned or used by different members using the same email address, log-in user name or business address. You must not share such identifying information with any third party, and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in writing at pros@m.design. Email notification will suffice. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information. Providing false or inaccurate information, or using the Website or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement. Only one Account is permitted per business and duplicate accounts may be closed at the Company’s option without prior notice. Each Member is responsible for ensuring that all Account Information is correct and up-to-date and the Company reserves the right to block redemptions where the Member information is inaccurate or incomplete. Members are solely and entirely responsible for keeping their Account secure.

2.3. TERMINATION
If the Company determines that a Pro Program Member has abused any of the Pro Program’s privileges, fails to comply with any of the Pro Program Terms, or makes any misrepresentation to the Company ,the Company may, in its sole discretion, take such actions as it deems appropriate, including without limitation, suspending such Member’s privileges under the Pro Program, revoking any or all of the points in such Pro Program Member’s Account, and/or revoking the Pro Program Member’s membership in the Pro Program, in each case, with or without advance notice to the Member and without liability to the Company.

Points will not be awarded if in the Company’s reasonable opinion the merchandise purchased will be used for resale and any points awarded on such purchases will be forfeited. If a Member was awarded points for an offer or promotion in which a Member purchased product(s) in excess of reasonable quantities in order to resell the product, the points awarded as a result of that offer or promotion may be forfeited without prior notice and the Account may be suspended or closed.

Unless further restricted elsewhere in the Pro Program Terms, Membership is only available to the professionals and business entities identified in the Pro Program Terms and approved by the Company, at its sole discretion. If a Member does not meet, or no longer meets, the requirements set out above, all points awarded to such Member may be forfeited without prior notice and the Account may be suspended or closed. Pro Members may be asked to revalidate their business information annually in order to retain Pro Program membership.

2.4. CHANGE IN INFORMATION
Pro Program Members are responsible for advising the Company immediately of any change to their address or other contact information. The Company will not be responsible for any communication not received by a Pro Program Member, provided that the Company sent such communication to the address or other contact information then on file from such Pro Program Member.

2.5. POINTS EXPIRATION
Points expire 12 months after accrual if not used. All points may expire after 12 months of inactivity by the Account holder. The Company will determine inactivity in its sole discretion, which includes failure to interact with the Program (including redeeming points or placing a purchase order) during such period.

2.6. ACCOUNT CLOSURE
Points are reduced to zero upon closure of an Account.

2.7. EMAIL PREFERENCE MANAGEMENT
You may opt out from receiving Pro Program emails at any time. To do so, click on the unsubscribe link in the bottom of the email and complete the opt out process. When opting out of emails, you will still be eligible to participate in the Rewards Pro Program, however you will not receive Pro Program communications via email about offers and promotions within the Pro Program. For more information about managing your information preferences and opting out of sharing, please see our privacy policy at www.mdesignhomedecor.com/privacy-policy/


3. DISCOUNTS & REWARD POINTS
3.1. PRO DISCOUNT
All Pro Program Members will receive a ten percent (10%) Pro Program discount on all eligible items purchased directly through the Company website, www.mDesignHomeDecor.com. In order to receive the discount, you must sign-in to your mDesign Pro Program Account prior to checkout on the website. The discount will be applied automatically to all eligible items at the cart level. No code is required. Discount applies only to regularly priced items.

Discount is to be used for business purposes only. Using the discount for personal purchases is a violation of the Terms and Conditions. Discount is not applicable to purchases of Gift Cards, eGift Cards, shipping and handling, taxes or other fees, and non-merchandise charges.

3.2. COLLECTION; REDEMPTION
Points can be earned by Pro Program Members in connection with purchases of goods and/or services made ONLY through the Company website www.mDesignHomeDecor.com as set forth on the Pro Program Description Page, regardless of method of payment. To credit a transaction to your Pro Program Account, you must sign-in to your mDesign Pro Program Account prior to checkout on the website. Points are awarded based on the transaction amount after all discounts, sales, and promotional offers are applied, and any Rewards Points vouchers are redeemed. Shipping charges, purchases using merchandise credit, and purchases made using gift cards are not included and do not count towards the accumulation of reward points. We may revise these exclusions from time to time, which will be reflected in changes to these terms.

Points can be redeemed for rewards such as discount vouchers to apply on orders. When enough points have been accumulated to obtain the reward(s) desired, redemption may occur through online purchases as set forth on the Pro Program website or Pro Program Description Page. A Member must be signed into his/her Account when redeeming points. The redemption schedule, available rewards and other information is available on the Pro Program Description Page.

Redeeming for Discounts:
1,000 points can be redeemed for USD$50.00 off the purchase price of eligible products;
1,500 points can be redeemed for USD$75.00 off the purchase price of eligible products;
2,000 points can be redeemed for USD$100.00 off the purchase price of eligible products;

Points may not be combined with certain other coupons, discounts, offers, or promotions. See promotional details for specific restrictions.

If a purchase price is lower than the discount value of the redeemed points, the excess dollar value of such discount will be forfeited. For example, if a Member redeems 2000 points for a $100.00 discount and applies that discount towards items with a purchase price of $95.00, the excess dollar value (i.e., $5.00) of the discount will be forfeited and cannot be stored or used by the Member towards future purchase.

The Company may offer rewards points based on the types and dates of purchases you make, including the size, frequency, number, and/or location of your transactions. The Company reserves the right to offer additional rewards points or decline to offer certain rewards points in its sole discretion and without notice to you.

3.3. VALUE
Points have no cash value and are not exchangeable for cash. The accumulation of points does not entitle the Pro Program Members to any vested rights, and the Company does not guarantee in any way the continued availability of any reward, redemption level, rebate or any other benefit. The Company assumes no liability to Members in regard to the addition or deletion of items from or for which points can be collected and/or redeemed.

3.4. TRANSFERABILITY
Except as permitted or specified by the Company, points cannot be assigned, exchanged, traded, bartered, purchased or given by gift or otherwise sold. Any points so acquired are void.

3.5. RETURN/EXCHANGE POLICY
In the event of a return/exchange of any eligible purchase that initially earned points, such points will be deducted automatically from the Account that was used for the eligible purchase. Points will be deducted at the same rate as they were earned.

Upon the return and/or exchange of products awarded through the redemption of points, all redeemed points will be forfeited.

3.6. PROMOTION
From time to time, the Company may advertise or provide exclusive offers to select Members to redeem points for items other than a discount reward, or receive other benefits or discounts.


4. GENERAL
4.1. ACCEPTANCE
By enrolling in the Pro Program, each Member (i) certifies that he or she is 18 years of age or older and of mental capacity (or is supervised by a legal guardian who agrees to the Pro Program Terms), (ii) is a US citizen or current full-time resident, (iii) consents to the company’s collection and use of certain personal information, except as he or she may otherwise notify the Company and (iv) agrees to the Pro Program Terms, as they may be amended from time to time.

4.2. OTHER TERMS
These Terms & Conditions are in addition to any other Pro Program Terms, and shall be read together with such other Pro Program Terms as one and the same instrument; provided, that if there is a conflict between any terms set forth in these terms and conditions, the Pro Program Website, the Pro Program Description Page and/or any other Pro Program Terms, such conflict shall be resolved as follows: first, the Pro Program Description Page shall prevail, thereafter these Terms & Conditions, thereafter the Pro Program Website and finally any other Pro Program Terms. For the avoidance of doubt, in the event of any action, proceeding or other dispute arising from or relating to any Pro Program Terms, such dispute shall be settled in accordance with the provisions and procedures set forth in these Terms & Conditions.

4.3. ABUSE
Any abuse by a Member of the Pro Program’s privileges, any failure by a Member to follow the Pro Program Terms, or any misrepresentation by a Member may subject the Member to expulsion from the Pro Program, including forfeiture of all accumulated points.

4.4. WAIVER
Every effort has been made to ensure that the information herein is correct. The Company is not responsible for any errors or omissions in printed copies of these Terms and Conditions nor those published from time to time on its website. The Company is not responsible for communication problems of any kind due to a change of email address or other changes in contact information. Under no circumstances will the Company be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond its reasonable control.

The failure of the Company to enforce any right or provision of the Pro Program Terms will not prevent the Company from enforcing such right or provision in the future.

In the event that any provision in these Terms and Conditions is determined to be invalid, illegal, or unenforceable, such determination shall not affect the validity and enforceability of any other remaining provisions of these Terms and Conditions.

4.5. RELEASE, DISCLAIMER AND LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, by participating in the Rewards Pro Program, each Member releases the Company, and affiliated entities, and their respective officers, directors, employees and agents from and against any and all claims, damages, losses, liabilities, and other expenses (including, without limitation, attorneys' fees) relating to participation in the Reward Pro Program, use of mDesign Rewards or agreement to these Pro Program Terms.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE REWARDS PRO PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE REWARDS PRO PROGRAM (INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR THE INDIRECT LOSS OF PROFIT, REVENUE, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THE REWARD PRO PROGRAM, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE, OR OTHER TORT THEORY OF LIABILITY) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.6. APPLICABLE LAW
Both you and the Company agree that the Pro Program Terms and all purchases applied to, credited to, or associated with your use of the Pro Program will be governed by the laws of the State of Ohio, without regard to principles of conflicts of law.

5. CALIFORNIA DISCLAIMER AND NOTICE
The Pro Program may be considered a “financial incentive” or “price or service difference” for purposes of the California Consumer Privacy Act of 2018, as amended (“CCPA”). Please be aware that the CCPA affords California residents special rights and privileges. If you consent to participate in the Pro Program, you may withdraw that consent at any time by contacting us using the contact details set forth below. Pursuant to the CCPA, you may be entitled to be informed as to why our financial incentives, or price or service differences, are permitted under the law, including (i) a good-faith estimate of the value of your personal information that forms the basis for offering the financial incentive or price or service difference, and (ii) a description of the method we used to calculate the value of your personal information. Generally, we do not assign monetary or other value to any personal information we collect. However, in the event we are required by law to assign such value in the context of our financial incentives, or price or service differences, we have valued the personal information collected and used as being equal to the value of the discount or financial incentive provided, and the calculation of the value is based upon a practical and good-faith effort often involving the (i) categories of personal information collected (e.g., names, email addresses), (ii) the transferability of such personal information, (iii) the discounted price offered, (iv) the volume of consumers enrolled in our Pro Program and our marketing programs, and (v) the product or service to which the financial incentive, or price or service difference, applies. The disclosure of the value and calculation described herein is not intended to waive, nor should be interpreted as a waiver to, our proprietary or business confidential information, including trade secrets, and does not constitute any representation with regard to generally accepted accounting principles or financial accounting standards.

6. CONTACT
If you have any questions about these Terms and Conditions or if you wish to provide any feedback with respect to the Pro Program, please contact us at: cs@m.design.