Terms of service | Victoria’s Secret & PINK Creators

Victoria’s Secret & PINK Creators

THE FOLLOWING TERMS AND CONDITIONS (the “Program Terms”) APPLY TO ANY INFLUENCER (defined below) WHO PARTICIPATES IN THE VICTORIA’S SECRET & PINK INFLUENCER PROGRAM (“Program”). PLEASE REVIEW THESE PROGRAM TERMS, WHICH ARE LEGALLY BINDING AND SET FORTH THE TERMS UNDER WHICH YOU MAY PARTICIPATE IN THE PROGRAM, CAREFULLY BEFORE APPLYING TO THE PROGRAM.

BY APPLYING TO OR OTHERWISE PARTICIPATING IN THE PROGRAM, YOU CONFIRM YOUR UNCONDITIONAL ACCEPTANCE OF THESE PROGRAM TERMS.

PLEASE NOTE THAT BY ACCEPTING THESE PROGRAM TERMS, YOU ARE AGREEING TO THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, OUTLINED BELOW, WHICH REQUIRE THAT DISPUTES BE RESOLVED IN INDIVIDUAL ARBITRATIONS OR SMALL CLAIMS COURT PROCEEDINGS.

VICTORIA’S SECRET & CO. MAY, IN ITS SOLE DISCRETION, ALTER, LIMIT, MODIFY, OR OTHERWISE CHANGE THESE PROGRAM TERMS, INCLUDING BUT NOT LIMITED TO TIERS, INCENTIVES, INFLUENCER ELIGIBILITY, AND ANY OTHER FEATURE OF THE PROGRAM, OR MAY TERMINATE THE PROGRAM AT ANY TIME WITH OR WITHOUT NOTICE TO YOU, BY POSTING ANY SUCH CHANGES ON THE PROGRAM PLATFORM(OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT). YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING SUCH CHANGES CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. You should review the posted Program Terms each time you access or use the Program. The new Program Terms will be effective as to any new access, use and communications as of the time that we post them, or such later date as may be specified in them or in other notice to you. In the event any notice to you of new or revised Program Terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs.

Overview of the Program. Victoria’s Secret & Co., which includes its affiliates, such as Victoria’s Secret and PINK (“Victoria’s Secret & Co.”, "VS" “we”, “us”, or “our”), uses the Duel platform (“Duel”) to offer selected content producers (each, an “Influencer”) the opportunity to earn certain benefits in exchange for creating content about VS or completing other identified tasks. Participation in the program, or completing any given task, is entirely voluntary. Selection for the Program is entirely within the discretion of VS.

Privacy and Legal Terms. Your use of Duel and participation in the Program are subject to our Privacy Policy (“Privacy Policy”) and the Victoria’s Secret Terms of Use (“Terms of Use”), which are expressly incorporated into these Program Terms by reference. Please review our Privacy Policy for further details on how we collect and use your information and please review our Terms of Use for more information about our legal relationship and how disputes between you and Victoria’s Secret & Co. will be resolved. Where there is a conflict between these Program Terms and the Terms of Use, these Program Terms will govern to the extent of such conflict.

Eligibility. You must be age 18 years or older and a legal resident of the United States to be eligible to participate in the Program. Employees of VS are not eligible to participate in the Program or to earn incentives (as defined herein). We reserve the right to verify your continued Program eligibility and to terminate your Program membership if at any time we determine that you do not meet the eligibility requirements. We also reserve the right to amend the eligibility requirements for the Program at any time in our sole discretion.

The Program is limited to individuals only and is limited to one (1) Duel account per individual. You may not sub-license, transfer, sell or assign your membership in the Program to any third party.

Tiers. Influencers will be assigned to tiers based on their level of engagement with the Program (“Tiers”), as measured by the number of points the Influencer has earned through Duel (“Points”). Each tier is associated with certain unique benefits, which may be adjusted by VS in its sole discretion. The current benefits tied to each Tier, and the number of Points currently required to reach each Tier, is available under the “Victoria’s Secret & PINK Influencers” tab.

Influencer Tasks and Incentives. Through Duel, VS will invite Influencers to perform specified tasks (“Tasks”) in order to earn points towards a higher tier status (“Points”), or other specified benefits or commissions (collectively, “Incentives”). Tasks may include, but are in no way limited to, creating social medial content, posting an affiliate link, or otherwise driving audience engagement.

When VS invites an Influencer to complete a Task, the Task and its associated Incentive will be listed on the Duel dashboard. The Influencer has no obligation to complete the Task. If the Influencer completes the Task, the associated Incentive will automatically be applied to the Influencer’s account.

Certain Tasks and Incentives are tied to purchases made by third parties (for example, in the case of affiliate link purchases). In such cases, the Incentive will be sent to the Paypal account provided by the Influencer 30 days after the respective purchase. Further, if the third party returns some or all of the purchase, then the Influencer will not receive any Incentive for the returned portion of the purchase.

Taxes. Influencer agrees and acknowledges that taxes or other amounts will not be withheld from any Incentives payable or provided to Influencer hereunder. Influencer agrees and acknowledges that they have sole responsibility and liability for any and all taxes, contributions, penalties, interest or other sums arising out of the any Incentives paid or provided to Influencer pursuant to these Program Terms, the understanding being that the quoted rates for any Incentive includes therein a component attributable to such amounts.

Account; Program Details. Members can access account information on the Program platform, on the homepage. This page will include details about your membership, which may include the Incentives associated with your Tier; your current activity; seasonal promotions and offers; how to redeem Incentives. Your profile page can be accessed by logging into your online account at [web address]. You represent and warrant that all information provided to become an Influencer and the password you create as an Influencer (“Influencer Information”) is accurate and up-to-date. VS will not be responsible if it attempts to provide notice to you of changes to the Program, or other information concerning the Program, but you do not receive it because of inaccuracies in your Influencer Information.

You are fully responsible for all activities conducted through your account—regardless of whether your account has been compromised or otherwise accessed by a third party. It is therefore imperative that you protect the confidentiality of your username and password, and that you not allow any other person to use your credentials to access your account. You will be responsible for any losses or damages that may occur as a result of actions conducted by your account, or your failure to maintain the strict confidentiality of your username and password. If you suspect that your password has been compromised, your immediate remedy is to change it by visiting [URL] and clicking on “Update Password].”

Relationship of Parties. An Influencer is an independent contractor and shall be solely responsible for any unemployment or disability insurance payments, or any social security, income tax or other withholdings, deductions or payments which may be required by federal, state or local law with respect to any Incentives paid or provided to an Influencer hereunder. Influencer shall not be entitled to any VS& Co. employee benefits of any nature. Influencer is not an agent or representative of VS & Co., and an Influencer has no authority to speak or act for VS & Co. in any manner except as expressly authorized by this Agreement. The Program is administered by a third party (Duel) on behalf of Victoria’s Secret & Co. To participate in the Program, you will review and consent to Duel’s privacy policy. Any personal data provided to Duel will be governed by that privacy policy.

Communications. We may communicate with you regarding the Program via the Dashboard and/or electronic communication. We are not responsible for communications lost due to change of address or other contact information.

When you enroll in the Program and provide us your email address, you will be enrolled to receive marketing emails from Victoria’s Secret. You may unsubscribe from marketing emails at any time by clicking on the link found at the bottom of our marketing emails. Even if you unsubscribe from Victoria's Secret emails, you will continue to receive relationship/operational emails related to the Program.

Termination. Victoria’s Secret & Co. may terminate the Program or terminate or suspend your membership and your access to the Program, at any time, for any or no reason, including but not limited to inactivity, in its sole discretion, and with or without notice. If your use of the Program is suspended or terminated, any information that you have stored will no longer be available to you. Victoria’s Secret & Co. may also terminate or change any incentive programs associated with the Program at any time, in its sole discretion, and with or without notice. Acceptance into the Program does not guarantee the Influencer any specific number of program activity invitations, test products or Incentives. In the event that you violate any of these Program Terms or any other terms associated with the Program or any specific Task or Incentive, Victoria’s Secret & Co. will terminate your Program membership and may seek any other legal remedies resulting from your actions. Upon such termination, Influencers will have any outstanding Incentives paid in accordance with the timeline described in these Program Terms.

Content Restrictions. You agree that all writings, profile information, photographs, material, information, suggestions, ideas, concepts, know-how, techniques, questions, comments or other communication or other materials (“Content”) that you submit in connection with the Program will not: • violate or infringe in any way upon the rights of others, including without limitation copyrights and trademarks and rights of a person’s name, voice, photograph, image, likeness or appearance; • other than for information submitted specifically for your Influencer profile or in connection with a survey, contain email addresses, first and last names, URLs, phone numbers, physical addresses, or other forms of personal contact information; • mention any brand other than Victoria’s Secret or PINK; • contain corrupted files, viruses, or any other similar software files, the intent of which is to damage the operation of another’s computer; • be unlawful, threatening, harassing, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, sexually explicit, hateful, profane, indecent, racially or ethnically derogatory, or otherwise objectionable; • contain any unsolicited advertising, promotional materials, or other forms of solicitation to other users, individuals or entities; • impersonate any person, business or entity, including Victoria’s Secret & Co. and our Associates and agents; • encourage conduct that would constitute a criminal offense; • post content in such a way that it would violate the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255 ;or • otherwise violate these Program Terms.

To comply with FTC Guidelines, Influencers should: · Post the required hashtag, which VS will provide, in addition to any other content that we require, for all Your Posts and Reviews under the Promotion. · This hashtag must be clearly and prominently disclosed and must not be buried in a list of hashtags. For example: · For written posts or reviews, the required hashtag must appear at the beginning of a written post, “above the fold”, and not buried in the middle or end. · For stories and videos (such as Instagram Stories and TikTok), the required hashtag must (i) be superimposed on each story or video, (ii) be in a font color that is easily seen against the story or video background, (iii) be in a font size that is large enough to be easily seen, (iv) be on screen long enough to be easily read, and (v) stay with the story or video if the story or video is posted on a platform other than the original/native platform.
· In the event Influencer receives free product, Influencer must clearly and conspicuously disclose, in Your Review or Post, Your receipt of any free product that we give to You under the program. This may require You to use a disclosure, verbatim, that we supply product to You. · Base Your Reviews, Posts, and related suggestions solely on Your own personal experience and opinions, without allowing any direct or indirect connection with us to influence them. · Be truthful, avoiding any false or misleading representations about us or our products. · Avoid any quantifiable or scientific claim. · Except as noted above, do not represent Yourself as our employee, agent, or representative of us. · If applicable, report in Your Review or Post the manner in which You used the product (for example: “when using this product every day for [#] days, my results were [results]”). · Avoid comparisons with any other company’s products in Your Review or Post. · Immediately remove or edit any such Review or Post if we ask You to do so (for any reason and in our sole discretion). · FTC Training regarding Endorsements will be assigned to Influencer. Influencer is required to complete the training in order to remain eligible in the program.

Any Content placed online, including advice and opinions, are the views and responsibility of those who post the Content and do not necessarily represent the views, endorsement, sanctioning or agreement of Victoria’s Secret & Co. and any person or entity working on its behalf with such Content. You are personally responsible for the comments and content you post on social media. What’s appropriate in the real world should be consistent with the digital world. Do not post comments or content about Victoria’s Secret & Co. products, associates, vendors or guests that are threatening, bullying, violent, obscene, intimidating, harassing, discriminatory or that could contribute to a hostile environment on the basis of race, sex, disability, religion or any other status protected by law or any Victoria’s Secret & Co. policy. You are responsible for knowing and understanding Victoria’s Secret & Co. principles, policies and best practices before you engage in social media.

While we fully respect your right to express your own personal opinions on social media, we also recognize that personal views on certain topics can be divisive and highly controversial. If we have been made aware of potentially controversial content that lives alongside Victoria’s Secret & Co. content within your public, personal social channels, we reserve the right to ask you to remove the Victoria’s Secret & Co. content. We also reserve the right to ask you to forgo posting about Victoria’s Secret & Co. in the future.

Content Rights. You irrevocably consent to and authorize the use of the Content by Victoria’s Secret & Co. or any person or entity acting on its behalf for any purpose whatsoever, in any and all manner and media throughout the world, including removal of any of the Content. In exchange for the opportunity to submit Content as a Victoria’s Secret & Co. Influencer, we without any payment to, or further authorization by you, will have the unrestricted perpetual, royalty-free, worldwide, and irrevocable right, but not the obligation, to use, edit, alter, copy, reproduce, disclose, display, publish, market, prepare derivative works from, perform, transmit, distribute, exhibit, broadcast, or otherwise exploit or develop the Content, in whole or in part, and in any manner whatsoever for any or all commercial or non-commercial purposes. We may, but are not obligated to, monitor or review any Content. We may remove any Content from the Program in our sole discretion. We will have no obligation to use, return, review, or respond to any Content. You further grant to Victoria’s Secret & Co. the unrestricted, irrevocable right, but not the obligation, to use your name, photograph, picture, likeness, moving image, voice, and biographical material and that of others contained in your Content, whether in their original form as submitted, or as altered, edited, lifted or reproduced by Victoria’s Secret & Co., in perpetuity throughout the world.

Photographs. In connection with your uploaded photographs, you affirm, represent, and warrant that each uploaded photograph either is you or that you have the written consent, release and/or permission of each and every identifiable individual person in the photographs and of the photographer and to use the name or likeness of each and every such identifiable individual person and use the photographs in the manner contemplated by the Program Terms. Further, you affirm, represent and warrant that (i) any Content you submit as part of the Program is original; (ii) you own all right, title and interest to the Content and have the sole and exclusive right to assign all of the rights therein to Victoria’s Secret & Co. as set forth in these Program Terms; (iii) Victoria’s Secret & Co.’s use of the Content, in whole or in part, will not infringe upon or misappropriate the rights of any third party including, without limitation, any intellectual property or privacy rights; and (iv) you have obtained written permission from any other person named, photographed or otherwise depicted in the Content to allow Victoria’s Secret & Co. to utilize the Content without compensation or objection.

Copyright, Trademarks and Use of Website. The design of the Website and all text, graphics, information, content, and other material displayed on or that can be downloaded from the Website and all Confidential Information and Trade Secrets are protected by copyright, trademark and other laws and may not be used except as permitted in these Program Terms or with prior written permission of the owner of such material. The software and other technology components of the Website and the Website as a compilation are © 2009-2014 Alida, or its affiliates and suppliers. The contents (including without limitation, the look and feel, all text, photographs, images, video and audio) of the Website are © 2023 Victoria’s Secret & Co., Inc. All rights reserved. Victoria’s Secret & Co. retains all rights regarding their trademarks, trade names, brand names and trade dress. These marks, names or trade dress, and all associated logos or images (all of these referred to as the “Marks”) are registered and/or common law trademarks of Victoria’s Secret & Co. and are protected by U.S. and international laws and treaties. You may not modify the information or materials displayed on or that can be downloaded from the Website in any way or reproduce or publicly display, perform, or distribute or otherwise use any such information or materials for any public or commercial purpose. You may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license or otherwise exploit the Website. Victoria’s Secret & Co. will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of civil remedies and criminal prosecution. Victoria’s Secret & Co. reserves the right to block or deny access to the Website to anyone at any time for any reason. Nothing in these Program Terms or on the Website will be construed to grant any right or license under any patent, copyright, Marks, know-how or trade secret or to obligate Victoria’s Secret & Co. to enter into any further agreement with a Community Member.

Confidentiality Statement. Victoria’s Secret & Co. has a special relationship with its Influencers, and we rely on this trusted relationship and you maintaining the confidentiality of information you receive as an Influencer. As an Influencer, you acknowledge that you may be given access to and obtain knowledge of Confidential Information and Trade Secrets (as defined below). As such, you agree to the following:

“Confidential Information” means any non-public information or knowledge communicated at any time, orally, in writing or by inspections, relating directly or indirectly to the business or affairs of Victoria’s Secret & Co., and in addition with respect to trade secrets, is any information meeting the criteria of a trade secret under applicable law. Examples include, without limitation, any information, knowledge, or physical samples pertaining to (i) possible future products that may be offered by Victoria’s Secret & Co., (ii) business plans or concepts, products, packaging, specifications, or designs, and (iii) customer, employee or supplier information; provided however, that Confidential Information shall not include information or knowledge (i) which is known to you or readily available to you from another source with legal rights to disclose it before receipt thereof from Victoria’s Secret & Co., (ii) is disclosed to you in good faith by a third party who had the right to make such disclosure, (iii) is now or hereafter becomes part of the public domain essentially in its entirety through no fault on the part of you or (iv) is required to be disclosed by law or industry standards.
Except as otherwise agreed in a writing duly executed by an authorized officer of Victoria’s Secret & Co., you will treat all Confidential Information as the valuable, confidential and proprietary information of Victoria’s Secret & Co. and, for so long as Victoria’s Secret & Co. maintains any information as trade secrets, treat such trade secrets as the valuable, confidential, proprietary and trade secret information of Victoria’s Secret & Co. You will use such Confidential Information solely for the purpose of your participation in the Program.
At any time requested by Victoria’s Secret & Co., you will return to Victoria’s Secret & Co. all Confidential Information provided by Victoria’s Secret & Co., and all materials which reflect or pertain to the Confidential Information. If requested by Victoria’s Secret & Co., you will provide a written certification that all Confidential Information has been so returned.
You recognize that any breach of the covenants in this Confidentiality Statement will result in irreparable harm to Victoria’s Secret & Co. for which a remedy at law will be inadequate, and agree that any breach of this Confidentiality Statement will entitle Victoria’s Secret & Co. to equitable relief and termination of your Community membership.
You expressly agree and acknowledge that, due to the confidential and proprietary nature of the Program, you are strictly prohibited from disclosing to anyone who is not an Associate of Victoria’s Secret & Co. that a garment or product was provided to you through your participation in the Program.
You acknowledge that as an Influencer, Victoria’s Secret & Co. may solicit you, or you may volunteer, oral or written comments to Victoria’s Secret & Co. about one or more aspects of Victoria’s Secret & Co. current or future business (collectively, “Feedback”). All such Feedback and any products, garments, or intellectual property resulting in whole or in part from any such Feedback shall be the sole property of Victoria’s Secret & Co. You expressly relinquish all rights to any such Feedback, products, or intellectual property. You further agree to fully cooperate with Victoria’s Secret & Co. in its endeavors to secure any such intellectual property rights.

Without limiting the confidentiality obligations above, YOU AGREE THAT YOU WILL NOT PUBLICLY POST OR OTHERWISE DISCLOSE ANY CONFIDENTIAL INFORMATION YOU RECEIVE THROUGH YOUR PARTICIPATION IN THE PROGRAM EXCEPT AS EXPRESSLY PERMITTED HEREIN.

Special Notice: Victoria’s Secret & Co. has a no-tolerance policy regarding the use of our trademarks or names in metatags and/or hidden text. Specifically, the use of our trademarks or names in metatag keywords is trademark infringement, and the use of trademarks or names in page text, metatags, and/or hidden text for purposes of gaining higher rankings from search engines is unfair competition. Linking to any Community page on the Website is prohibited absent express written permission from Victoria’s Secret & Co. Framing, inline linking or other association of the Website or the Community or its or its suppliers software or HTML code, scripts, text, artwork, photographs, images, video, and audio with links, advertisements and/or other information not originating from the Website is expressly prohibited.

Arbitration. PLEASE READ THIS ENTIRE SECTION CAREFULLY, AS YOU ARE WAIVING CERTAIN LEGAL RIGHTS IN THE EVENT OF ANY DISPUTE WITH US AND ARE AGREEING TO BINDING INDIVIDUAL ARBITRATION, AMONG OTHER THINGS.

In the unlikely event that we have a dispute that cannot be resolved through customer service, you and we agree to this dispute resolution agreement. A. Mandatory Informal Dispute Resolution Process for Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service (including gift cards offered via the Service), your relationship with Victoria’s Secret, the Content, your User Content, these Terms, or any Additional Terms, whether based in contract, statute, regulation, ordinance, tort —including, but not limited to, fraud, any other intentional tort or negligence—common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory (including, but not limited to, claims related to advertising, marketing, and communications practices), whether arising before or after the effective date of these Terms (collectively, “Dispute”), excluding claims pertaining to any of Victoria’s Secret’s actual or alleged intellectual property rights (an “Excluded Dispute”,”), which includes those actions set forth in Section 12(C), then you and we agree to make a good faith effort to resolve the Dispute informally prior to initiating a formal arbitration proceeding.

If you or we intend to initiate an arbitration proceeding, you or we must first send a written notice to the other providing a detailed description of the Dispute; your name and contact information (address, telephone number, and email address) or our contract information; sufficient information to enable you or us to identify any transaction at issue; and a detailed description of (1) the nature and basis of any claims, and (2) the nature and basis of the relief sought, with a detailed calculation for it. Your notice to us must be personally signed by you (and your attorney if you are represented). Our notice to you will be personally signed by a Victoria’s Secret representative (and our attorney if we are represented). If requested by us in connection with a notice initiated by you, you must personally appear at and participate in an individualized telephone settlement conference (if you are represented by an attorney, your attorney may also participate) to discuss the Dispute in a good faith effort to resolve it. If requested by you in connection with a notice initiated by us, a Victoria’s Secret representative must personally appear at and participate in an individualized telephone settlement conference (if we are represented by an attorney, our attorney may also participate).

Your notice to us must be sent via email to: generalcounselvs@victoria.com. Our notice to you will be sent to you based on the most recent contact information that you have provided to us. But if no such information exists or if such information is not current, then we have no obligation under this Section 12(A). For a period of sixty (60) days from the date of receipt of a fully completed notice from the other party, Victoria’s Secret and you will engage in a good faith dialogue in order to attempt to resolve the Dispute. If the Dispute is not resolved within sixty (60) days after receipt of the fully completed notice (which period can be extended by agreement of the parties), you or we may commence arbitration consistent with the process set forth in Section 12(B) below. Compliance with this informal dispute resolution process is a condition precedent to initiating arbitration. The party initiating arbitration must include as part of the demand for arbitration a personally signed certification of compliance with the informal dispute resolution process (if you initiate arbitration, then the certification must be signed by you and by your attorney, if you are represented; if we initiate arbitration, then the certification must be signed by a Victoria’s Secret representative and our attorney, if we are represented.).

The sole exceptions to the requirement to arbitrate are that: (1) either party may elect to have individual claims heard in small claims court if those claims otherwise qualify for small claims court and as long as the matter remains in such court and is not removed or appealed to a court of general jurisdiction; and (2) each party may bring suit in court to enjoin infringement or other misuse of intellectual property rights. Any applicable statute of limitations shall be tolled while the parties engage in this informal dispute resolution process. If the sufficiency of a notice or compliance with this informal dispute resolution process is at issue, it may be decided by a court at either party’s election, and any formal dispute resolution proceeding shall be stayed pending resolution of the issue. A court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration.
B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 12(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the fully completed notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND VICTORIA’S SECRET (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE OR ADVERTISING AVAILABLE ON OR THROUGH THE SERVICE. Dispute shall be interpreted broadly. For U.S. residents, the Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all. Disputes, including the “No Class Action Matters” set forth in Section 12(D) below. If you reside in the U.S. (and as applicable to U.S. residents), you agree that this constitutes a transaction in interstate commerce and certain portions of this Section 12 are deemed to be a “written agreement to arbitrate” pursuant to the FAA. You and Victoria’s Secret agree that we intend that this Section 12 satisfies the “writing” requirement of the FAA. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS OR REPRESENTATIVE ACTIONS. Victoria’s Secret and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 12(G) below, shall apply to and govern, as appropriate, any and all. Disputes arising between you and Victoria’s Secret without regard to any jurisdiction’s choice of law principles.

Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Consumer Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”) except as modified herein, and the arbitration will be administered by the AAA consistent with this agreement. If the AAA is unavailable or unwilling to administer the arbitration consistent with this agreement, then the parties agree that the arbitration will be administered by National Arbitration and Mediation (“NAM”) under its then-current rules as modified by this agreement. If NAM is unavailable or unwilling to administer the arbitration consistent with this agreement, the parties will work together in good faith to agree on an arbitration administrator that will do so consistent with this agreement. If the parties cannot agree on an arbitration administrator, then they will petition a court of competent jurisdiction to appoint one that will administer the arbitration consistent with this agreement. The AAA rules are available at https://www.adr.org/Rules. The NAM rules are available at https://www.namadr.com/resources/rules-fees-forms/. If you have any questions about how to access information about the AAA or NAM, please contact them (their up-to-date contact information is available on their websites) or Victoria’s Secret at generalcounselvs@victoria.com.

To begin an arbitration proceeding, after satisfying the informal process identified in Section 12(A) above, you or we must (1) send a personally signed demand for arbitration that describes (a) the nature and basis of the claims, and (b) the nature and basis of the relief sought, including a detailed calculation for it; (2) send the signed certification of completion of the process in Section 12(A); and (3) contact the AAA, NAM, or the applicable court-appointed arbitration administrator and follow the appropriate procedures to commence the arbitration. Victoria’s Secret and you, if you or we are represented by an attorney in connection with your or our arbitration demand, agree that any arbitration demand must also be signed by your or our attorney. By signing the arbitration demand, the attorney certifies to the best of their information, knowledge, and belief, formed after a reasonable inquiry that: (1) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to impose any sanctions available under Federal Rule of Civil Procedure 11. Your demand for arbitration must be sent to us via email at: generalcounselvs@victoria.com. Our demand for arbitration to you will be sent to you based on the most recent contact information that you have provided to us.

Except as provided below, you may choose to have the arbitration conducted by phone, video, in-person or through written submissions, except any Dispute over $50,000 shall have an in-person or video hearing. Victoria’s Secret reserves the right to request a hearing in any matter from the arbitrator. If you initiate arbitration, then you agree to personally appear at any in-person, video, or telephonic hearing (along with your attorney if you are represented). If we initiate arbitration, then Victoria’s Secret agrees to have a representative appear at any in-person, video, or telephonic hearing (along with our attorney if we are represented). If an in-person arbitration hearing is required, then it will be conducted at a location that is reasonably convenient to you or at another mutually agreed location. The arbitrator shall be located in reasonable proximity to you or the mutually agreed location if a hearing is required or requested consistent with the above.

Arbitration fees shall be governed by the applicable arbitration administrator rules unless they are authorized by law or the arbitrator determines that a claim or proceeding was frivolous or brought for an improper purpose or in bad faith (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)); but if applicable arbitration rules or laws require Victoria’s Secret to pay a greater portion or all of such fees and costs in order for this Section 12 to be enforceable, then Victoria’s Secret will have the right to elect to pay the fees and costs and proceed to arbitration. In addition, the provisions of Federal Rule of Civil Procedure 68 (cost-shifting) shall apply and be enforced by the arbitrator after entry of an award.

The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis. The arbitrator shall issue a reasoned written award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. Except as expressly provided herein, all issues, including scope, are for the arbitrator to decide. The arbitration award shall be binding only among the parties to the arbitration and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. This arbitration provision shall survive termination of these Terms or the Service.

C. Injunctive Relief. The foregoing provisions of this Section 12 will not apply to any legal action taken by Victoria’s Secret to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your User Content and/or Victoria’s Secret’s intellectual property rights (including such Victoria’s Secret may claim that may be in dispute), Victoria’s Secret’s operations, and/or Victoria’s Secret’s products or services. D. No Class Action Matters. YOU AND VICTORIA’S SECRET AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. This Section 12(D) (the class action waiver) is an essential part of this agreement. If, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for public injunctive relief), and all appeals from that decision have been exhausted (or the decision is otherwise final), then the parties agree that that particular claim or request for relief may proceed in court but shall be stayed pending arbitration of the remaining claims. Specifically, and notwithstanding anything to the contrary in this Section 12, the arbitrator may not issue a “public injunction” and any such “public injunction,” if permitted, may be awarded only by a federal or state court. In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator. Notwithstanding any other provision of this Section 12, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
E. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or federal court in Franklin County, Ohio. Accordingly, you and Victoria’s Secret consent to the exclusive personal jurisdiction and venue of such courts for such matters. F. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may elect to have heard a qualifying claim or Dispute (but not Excluded Disputes) in small claims court of competent jurisdiction as long as the matter remains in such court and is not removed or appealed to a court of general jurisdiction and advances only on an individual (non-class, non-representative basis). G. Governing Law and Forum. Except as expressly provided above, these Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of Ohio, without regard to its conflicts of law provisions. To the fullest extent permitted by law, to the extent any matter proceeds in court, except for small claims court and the Excluded Disputes set forth above, you consent to the exclusive jurisdiction of the federal and state courts located in the State of Ohio. H. Additional Procedures for Mass Arbitration. If your claim is part of twenty-five (25) or more similar claims asserted against Victoria’s Secret by the same or coordinated counsel or are otherwise coordinated, you understand and agree that these additional procedures apply and the resolution of your Dispute might be delayed. You agree to the following staged process and application of the AAA Multiple Consumer Case Filing Fee Schedule (or NAM fee schedule). Your counsel and Victoria’s Secret shall each pick twenty-five (25) cases (per side) to proceed in individual arbitration proceedings as part of an initial staged bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a staged bellwether process. Each side may elect to have its cases for any given set of proceedings selected by it, by the AAA (or NAM), or randomly. The parties agree that after completion of the first set of fifty (50) individual arbitration proceedings, they shall participate in a mediation session with a former state or federal court judge in an effort to resolve the remaining claims or to discuss potential ways to streamline the procedures for adjudicating the remaining claims. If the parties are unable to resolve the remaining cases after the conclusion of the initial fifty (50) proceedings, each side shall pick another twenty-five (25) cases (per side) to proceed to individual arbitration proceedings as part of a second staged bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged bellwether process. Each side may elect to have its cases for any given set of proceedings selected by it, by the AAA (or NAM), or randomly. The parties agree that after completion of the second set of fifty (50) individual arbitration proceedings, they shall participate in a mediation session with a former state or federal court judge in an effort to resolve the remaining claims or to discuss potential ways to streamline the procedures for adjudicating the remaining claims. If the parties are unable to resolve the remaining cases after the conclusion of the second set of fifty (50) proceedings, this staged process shall continue, consistent with the parameters set forth above, except that the parties may elect to meet and confer to discuss increasing the number of cases to proceed in each set of staged proceedings or to otherwise modify the procedures to resolve the remaining claims as informed by the prior arbitration proceedings. A single arbitrator shall preside over each case, and the same arbitrator may not be assigned to more than one case in any given set of 50 (or more should the parties agree) proceedings unless the parties agree otherwise. The arbitrators assigned to each set of proceedings shall not be identical. This staged process shall continue, consistent with the parameters identified above, until all the claims included in the mass arbitration, including your case, are adjudicated, settled, withdrawn, or otherwise resolved. You agree that Victoria’s Secret may request an in-person, video, or telephonic hearing from the arbitrator when your claim is selected to move forward as part of a staged process. If a hearing is required, you agree that you will personally appear (with your attorney if you are represented). The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this process from the time the first cases are selected for a staged process until the time your case is selected to proceed as part of a staged process, settled, withdrawn, or otherwise resolved. A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands. The parties agree to participate in this process in good faith. Consistent with these additional procedures, the parties may elect to meet and confer, enter into a “cooling off” period, and/or further mediate any or all of the remaining claims at any time or to discuss and potentially agree to modifications to this process to ensure efficiency and an open dialogue throughout this process. I. Future Changes to Dispute Resolution Section. Notwithstanding any provision to the contrary, we agree that if Victoria’s Secret makes any future changes to this Section 12 (other than a change to the email address), you may reject any such change by sending us written notice within thirty (30) days of the change to the email address provided above. This is not an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section 12.

Indemnification. You agree to indemnify, defend, and hold harmless Victoria’s Secret & Co., its affiliates, predecessors, successors and assigns and each of their respective officers, directors, shareholders, employees, agents, licensors and suppliers from and against all claims, losses, liability, expenses, damages and costs, including without limitation, attorney’s fees, arising from or relating in any way to your Content, your use of Content, your participation in the Program, or any violation of these Program Terms, any law, or the rights of any third party.

Severability. If any provision in these Program Terms is held invalid, the remainder of these Program Terms shall continue to be enforceable. If any provision in these Program Terms is deemed unlawful, void or unenforceable, then that provision is deemed severable from these Program Terms and the remaining provisions are still valid and enforceable.

Limitation of Liability. FOR PURPOSES OF THIS LIMITATION OF LIABILITY PROVISION, “VICTORIAS’ SECRET & CO.” INCLUDES NOT ONLY VICTORIA’S SECRET & CO. BUT ALSO ITS AFFILIATES, PREDECESSORS, SUCCESSORS AND ASSIGNS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, ASSOCIATES, AGENTS, LICENSORS AND SUPPLIERS. YOU WAIVE THE ABILITY TO ASSERT A CLAIM AGAINST VICTORIA’S SECRET & CO. MORE THAN ONE (1) YEAR AFTER THE FIRST EVENT OR FACT THAT GIVES RISE TO THE CLAIM.

IN NO EVENT SHALL VICTORIA’S SECRET & CO. BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION OR MEMBERSHIP IN THE PROGRAM, INCLUDING DAMAGES ARISING OUT OF CHANGES TO OR TERMINATION OF THE PROGRAM. VICTORIA’S SECRET & CO. SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR BUSINESS OPPORTUNITIES), REGARDLESS OF THE LEGAL THEORY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND REGARDLESS OF WHETHER VICTORIA’S SECRET & CO. WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THESE LIMITATIONS OF LIABILITY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE SORT THAT ARE DESCRIBED ABOVE, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Non Waiver. Failure to enforce any portion of these Program Terms will not constitute or be construed as a waiver of such terms or provisions or of the right to enforce such terms or provisions.

Contact. If you have any questions regarding the Program, your Influencer status, or Incentives, you may email Customer Service at helpline@victoria.com.

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