Effective Date: September 15, 2016

PLEASE READ THESE TERMS AND CONDITIONS OF PARTICIPATION IN THE CLINIQUE SMART REWARDS LOYALTY PROGRAM CAREFULLY. BY PARTICIPATING IN THIS PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT PARTICIPATE IN THIS PROGRAM.

SECTION 8 BELOW CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. THEY AFFECT YOUR RIGHTS. PLEASE READ THEM.

1.1 The Clinique Smart Rewards Loyalty Program (“Program”) is offered at the sole discretion of Clinique Laboratories, LLC (“Clinique,” “we,” “our” or “us”). The Program is available to individuals for their personal use only and is limited to one account per individual. Corporations, associations or other groups may not participate in the Program. Individuals who are legal residents of the United States (including its territories and possessions) and at least 18 years or older and who provide and maintain a valid email address are eligible to become members. Employees of The Estée Lauder Companies and individuals employed by our business partners or vendors are eligible for membership for personal use only but may be excluded from certain benefits of the Program

1.2 By joining the Program and becoming a Program member, you (individually and collectively, “you,” “your,” or “Member”), agree that you have read, understood and agree to be bound by these Program Terms and Conditions of Participation (“Program Terms”) and by any changes or modifications we may make. You should review these Program Terms and the related policies and FAQs frequently to understand the terms and conditions that apply to the Program as they may change from time to time. These Program Terms do not alter in any way the terms or conditions of any other agreement you may have with us, including any agreement for products or services. By enrolling in the Program, you also agree to be bound by our Privacy Policy and our website Terms and Conditions, which are incorporated herein by reference. If you do not agree to these Program Terms, our Privacy Policy, and our website Terms and Conditions, you cannot participate in the Program. The Program is void where prohibited by law.

2.1 Eligible individuals may only enroll in the Program by visiting www.clinique.com (collectively, the "Site") and following the Program prompts to register for the Program.

2.2 You are required to provide your email address and to create a password in order to enroll. You may also have the opportunity to provide us with your name, mailing address, birth date and mobile phone number, but this information is optional. You are solely responsible for maintaining the accuracy of your account information and for updating it as required. You may update your personal information on the Site.

2.3 Only one Program account may be associated with a single email address. In the event of a dispute over ownership of the Program membership account, the member will be deemed to be the authorized account holder of the email address submitted at the time of enrollment. For purposes of these Terms, the "authorized account holder" is the natural person who is assigned to the submitted email address by an internet provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address.

3.1 The Program is a way in which we reward and thank our loyal customers for purchasing our products and/or taking other Program related actions. For your purchase to qualify for the Program, you must be enrolled in the Program and (a) be signed into your online account at the time of purchase on the Site; or (b) provide your Program member identification (that is, the email address you registered under the Program) when submitting your qualifying receipt(s) from a qualifying retailer within thirty (30) days of the date of purchase. You are able to earn points and reach Program loyalty tiers by making eligible purchases or taking certain other Program actions. Once you reach a certain loyalty tier and/or earn a certain number of points, you may be eligible for certain benefits and rewards applicable to that tier and/or number of points, which benefits may change from time to time and may be offered on a limited basis. Eligible purchases and other opportunities to reach Program loyalty tiers or earn points will be posted on the Site or may be published through other media (e.g., in-store, in marketing communications, social media, etc.). Visit our FAQs to learn more about earning points and reaching the Program loyalty tiers.

3.2 Purchases made on the Site are eligible for the Program. Qualifying purchases made in stores of certain authorized retailers in the United States and/or through the ecommerce websites of qualifying retailers in the United States are eligible for the Program, only if receipts for such purchases are submitted within thirty (30) days of the date of purchase by: (a) uploading a clear image of the receipt or invoice from within your account on the Site; (b) emailing a clear image of the receipt or forwarding the website order confirmation to submit@smartrewards.clinique.com; or (c) sending an SMS text with a clear image of the receipt and keyword SMART to 76477. If you submit your receipt by sending an SMS text, you agree to the Mobile Terms and Conditions. A list of qualifying retailers can be found here. You must provide your Program member identification (that is, the email address you registered under the Program) when submitting your qualifying receipt(s). Purchases made in airport stores and retail stores outside of the United States are not eligible for the Program. For more details on how to submit receipts, please click here.

3.3 Neither accounts nor Program rewards, benefits and/or points may be shared or combined. Only the member paying for the products may accumulate rewards, benefits and/or points. Members will not receive rewards, benefits and/or points on purchases which are reimbursed by corporations or other organizations ineligible to participate in the Program.

3.4 Rewards, benefits and/or points earned through the Program have no cash value, are non-transferable, and you have no property rights in or to rewards or other Program benefits. Points credited to your Program account will be decreased or reversed, as applicable, if part or all of the purchase is returned or cancelled or if the credit is obtained through fraudulent or other activity that violates these Terms. The sale, barter, transfer, or assignment of any rewards or benefits offered through the Program, other than by us, is expressly prohibited.

3.5 Rewards cannot be exchanged or returned for points, another product or a monetary refund.

3.6 The products and services available through the Program and any samples that we may provide to you are for personal use only. You may not sell or resell any of the products, services, or samples you purchase or otherwise receive from us. We reserve the right, without notice, to cancel or reduce the quantity of any order to be filled and/or any products or services to be provided to you that we believe, in our sole discretion, may result in the violation of our Terms.

3.7. To be eligible for points, purchase must be made on qualifying Clinique products. Qualifying products include regular priced merchandise and exclude eGift Cards, sales tax, state fees, discounts, shipping and delivery charges and/or other excluded charges specified by us from time-to-time.

3.8 We are not responsible for rewards, benefits and/or points lost or redeemed due to fraudulent activity.

5.1 By enrolling in the Program, you will be automatically subscribed to receive and consent to receiving Clinique marketing emails and Program related emails.

5.2 You may opt-out of receiving Clinique marketing emails at any time by following the instructions provided in the email or as otherwise provided in the Clinique Privacy Policy, but operational emails will still be sent to you as they relate to your membership in the Program. Examples of these include, but are not limited to, a redemption confirmation email, a new points acquisition email, a profile update email, or other communications that relate to your account. If you terminate your Program membership, you will no longer receive Program-related communications.

6.1 The Program and its benefits are offered at our sole discretion. We may, in our discretion, cancel, modify, restrict or terminate these Program Terms, our FAQs, and/or the Program or any aspect or feature of the Program at any time without prior notice, even though such changes may affect the value of rewards or benefits already accumulated or earned and/or the ability to redeem accumulated rewards or benefits.

6.2 We reserve the right to exclude you from or to discontinue your participation in the Program and to audit your membership account at any time, in our sole discretion. Any suspected abuse of the Program, failure to follow any Program Terms, membership inactivity (i.e. no points earned or redeemed) for more than 24 months, illegal activity, fraud, misrepresentation or other conduct inconsistent with these Program Terms and/or detrimental to us or our interests, including without limitation, any suspected illegal, fraudulent other unauthorized use of any Program rewards, points, cards, credits, vouchers, coupons and/or certificates, may result in the revocation of your membership and make you ineligible for further participation in the Program. If your membership is revoked, any rewards or benefits in your account will automatically expire and your access to the Program and features will automatically terminate. If we suspect illegal activity, fraud, misrepresentation, abuse or violation of these Terms, we also have the right to take appropriate legal action, in our sole discretion.

6.3. If you decide you no longer want to be a part of the Program, you may cancel your membership at any time by opting-out in your account on our website. If you cancel your membership, you will lose all accumulated points, benefits and tier status.

You agree to defend, indemnify and hold us, our parents, subsidiaries, affiliates, partners, licensors, officers, directors, employees, and agents harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand resulting from your participation in the Program in violation of any law, rule, regulation or these Program Terms.

9.1. This Program and these Terms will be governed by and construed under the substantive laws of the State of New York, as if they were a contract wholly entered into and wholly performed within New York and without reference to conflict-of-laws considerations.

The personal information collected from you in connection with the Program, including but not limited to purchases made in connection with your Program membership, will be used and disclosed by us in accordance with the Clinique Privacy Policy.

For information about the Program and your membership, contact Customer Service at 1-800-419-4041 within the U.S. or via email CustomerCare@clinique.com. We are not responsible for requests or correspondence lost or delayed in the mail or over the Internet. You may also provide answers to helpful frequently answered questions in our FAQs.