JJR Beauty

JJR BEAUTY LLC AFFILIATE PROGRAM TERMS AND CONDITIONSPlease read and review this entire agreement. This is a legally binding agreement between you (hereinafter “affiliate,” “you,” or “your”) and JJR Beauty LLC (hereinafter “JJR Beauty” “we,” “our,” or “us”). By filling out the JJR Beauty Affiliate Program application form, you acknowledge that you have read and agree with the following terms and conditions and that you agree to be legally responsible for each term and condition.1.Submitting Your ApplicationOnce you submit your application you are bound by the terms of this agreement. When filling out the application you must provide accurate and complete information. Participation in the JJR Beauty Affiliate Program is to legally advertise our website to receive commissions on referral customers. YOU MUST BE EIGHTEEN OR OLDER TO ENTER INTO THIS AGREEMENT, AND TO PARTICIPATE IN THE PROGRAM.IN ORDER TO PARTICIPATE IN THE PROGRAM, YOU MUST BE REGISTERED AS A AFFILIATE WITH THE SHAREASALE (“SHAREASALE”) NETWORK AND REQUEST TO BE LINKED TO JJR BEAUTY. TO JOIN THE SHAREASALE NETWORK, PLEASE GO TO THE BELOW LINK:https://account.shareasale.com/newsignup.cfmPLEASE CAREFULLY REVIEW THE SHAREASALE TERMS OF AGREEMENT BEFORE SIGNING IT. IF YOU DO NOT AGREE TO THE SHAREASALE TERMS OF AGREEMENT AND JOIN THE SHAREASALE NETWORK, YOU MAY NOT JOIN THE PROGRAM.YOUR REGISTRATION REQUEST MAY BE REJECTED FOR ANY REASON OR FOR NO REASON AT OUR OR SHAREASALE‘S SOLE DISCRETION.2.Affiliate Obligations2.1Once your application is approved, we or ShareASale may re-evaluate your application at any time. The terms and conditions of this agreement will begin when your application has been submitted and will end when your affiliate account has been terminated. Affiliation can be immediately revoked if we or ShareASale deem your website/social media accounts and their content to be unsuitable for any of the following reasons; including but not limited to:a.False advertisements concerning JJR Beauty;b.Spamming using your affiliate link;c.Usage of materials that infringe on any copyright, trademark or other intellectual property rights or to violate the law;d.Publish or distribute any material that is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise) or is graphically violent (including violent video game images);e.Upload or otherwise disseminate any computer viruses or other software that may damage the property of another;f.Promotion of illegal activities;g.Usage of technology to potentially divert commissions from other affiliates in our program;h.Perpetrate any fraud;i.Disclosing private information about JJR Beauty (including its officers, directors and employees), it’s products, or other affiliates;j.Unlawfully gather information about othersk.Sharing private coupons, sales or promotions with the public;l.Sharing coupon codes or affiliate links on coupon sites to obtain additional sales.2.2You may not create or design your website/social media pages or any other website/social media pages that you operate, explicitly or implied in a manner which resembles our website or social media pages, nor design your website/social media pages in a manner which leads customers to believe you are JJR Beauty or JB SKRUB or any other affiliated business/social media.2.3No Solicitation. You may not use any offerings in connection with aggregating, soliciting or recruiting other promoters, advertisers, affiliates, other sites or other persons to form or join a marketing, advertising or affiliate.2.4No Reverse Engineering. You will not make unauthorized modifications, reverse engineer, disassemble, decompile or attempt to derive source code of any of our offerings, technology, products, or proprietary information.2.5JJR Beauty and ShareASale reserve the right to review your placement and approve the usage of your affiliate links. You may use graphics and texts provided to you by us (via the ShareASale website) or create your own as long as it is appropriate (see Section 2.1). You may not use your own link to make purchases. You will not earn commissions from orders placed under your affiliate link by customers residing in your household. You may not knowingly allow others to repeatedly use your affiliate link to earn commissions.2.6Site Maintenance. The maintenance and updating of your site is your responsibility. We and ShareASale may monitor your site as necessary to ensure your content is up to date and notify you of any changes that should be made to help your affiliate performance. Your affiliation can be terminated if we find your site has not been updated in over 1 year. A written notice will be given via e-mail if we find your site outdated. You will have 48 hours to respond with an updated site before your affiliation is terminated.2.7Independent Contractor and Taxes. You agree that you are an independent contractor, not a vendor, nor a distributor, nor a supplier, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and JJR Beauty. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or any other of your sites or otherwise, that reasonably would contradict anything in this Section. JJR Beauty shall not be responsible for any taxes owed by you arising out of your relationship with JJR Beauty as set forth in this agreement. JJR Beauty shall not withhold any taxes from commissions paid to you.3.Promotion Restrictions3.1While you are free to market JJR Beauty on your own site, the promotion of the JJR Beauty and JB SKRUB brands could be perceived to the public as a joint effort. Please be aware certain forms of advertising are prohibited by JJR Beauty. Please abide by the following guidelines when planning your marketing efforts:a.“JJR Beauty” or “JB SKRUB” cannot be used as a part of an Affiliate’s website domain name, blog, social media handles or any URL associated with the affiliate account.b.FTC Guidelines & Spamming: Advertising commonly referred to as “spamming” is unacceptable to JJR Beauty and could damage our name. Affiliates must abide by all state and federal consumer protection laws and regulations including the Federal Trade Commission Act and the CAN-SPAM Act. The FTC points out that “when there exists a connection between the endorser and the seller of the advertised product” it is imperative that such a connection is “fully disclosed.” We strongly encourage our affiliates to adhere to the FTC’s rules. You can read the full FTC rules about affiliate marketing at https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking#affiliate. We also reserve the right to terminate our relationship with any non-compliant affiliates. Any pending commissions owed will not be paid if your account is terminated due to spamming or solicitation.c.Unsolicited Commercial E-Mail (UCE): You may use mailings to contact your customers so long as the recipient is already a customer or subscriber of your services or website and the recipient has the option to opt-out of future mailings for themselves. You will not engage in the distribution of any unsolicited bulk e-mails (spam) in any way mentioning or referencing JJR Beauty/JB SKRUB or JJR Beauty/JB SKRUB website.d.Copyright and Trademark Infringement: JJR Beauty reserves the rights to seek legal action against wholesalers and affiliates that infringe our copyrights and registered trademarks, or that replicate our product designs under a different brand. Affiliates acknowledge that they will not promote, manufacture, distribute or sell any products which replicate the designs of products that are exclusive to JJR Beauty. JJR Beauty will legally pursue all parties associated with the manufacturing, distribution, and sale of counterfeit JJR Beauty products. Affiliates are prohibited from using or incorporating unlicensed third party musical sound recording, graphic image, photograph or video recording in their website/social media content. 3.2 Paid Search Policies: Bidding at larger pay-per-click search engines (PPCSE), such as Google, Yahoo, and Bing!, is a great way to drive traffic to your website and thereby increase your commissions by increasing sales. Affiliates engaging in paid search marketing campaigns must adhere to the following terms and requirements:a.JJR Beauty protects its trademark and does not allow any trademark bidding on any search engine or paid placement service or site. This includes, but is not limited to Google, Yahoo, Bing!, Ask and other similar services. Affiliates may not bid on trademarked or registered terms and products or any phrase type, misspelling, variation or combination. Any affiliates found to be trademark violators will be banned from the JJR Beauty Affiliate Program. Affiliate will be contacted prior to the ban, however we reserve the right to ban any trademark violator from the JJR Beauty Affiliate Program without prior notice, and on the first occurrence of PPC bidding behavior.b.Affiliates may not use the trademark alongside with or in conjunction with the following terms: “percent (%) off”, “sale”, “discount”, “coupon”, or “promo”.c.Affiliates may not use their affiliate link or any of the JJR Beauty domains and/or URLs as the display domain or URL in a paid advertisement. When engaging in paid search engine campaigns, affiliates must use their own domain and/or URL in their ads.Forbidden Display Advertising URL Example:www.jbskrubs.comApproved Display Advertising URL Examples:http://www.yourdomain.com/JJRbeautyhttp://www.yourdomain.com/jbskrubsd.You may not make any misleading or false statements in your campaigns. To avoid conflicts and to protect the integrity of our brand, JJR Beauty reserves the right to suspend any affiliates activities and thus their commissions for phrases that JJR Beauty determines to be untrue or inflammatory claims of our products, services or websites. To avoid such measures, please forward all ad text and proposed keywords/phrases you wish to bid on to the Affiliate Manager for approval or editing, PRIOR to your submitting it to Paid Search Network providers or Paid Inclusion Search Engines.3.3 Coupon Code Marketing Guidelines: Coupon marketing is allowed, but affiliates must adhere to the following terms:a.Affiliates are permitted to use active coupon codes provided exclusively through the JJR Beauty Affiliate Program. Affiliates are not permitted to promote unauthorized coupon codes, codes that are exclusive to other affiliates, codes provided in customer-oriented newsletters or other promotional codes from our non-affiliate program marketing efforts. Use or attempted use of any coupon code received from any source other than directly from the JJR Beauty’s Affiliate Program will result in lost commissions and/or removal from the program.b.Promotion language must be simple, easy to understand, and should include the following: The offer, the coupon code, the expiration date, and approved text link only. Publishers of the coupon code must not use “bait and switch” language, misrepresentations, or false advertising when promoting offers (i.e: “Click here for more possible deals”). Publishers must remove invalid coupon codes and banners, or make clear to readers that the code is expired.c.Affiliates bear the responsibility for removing any unauthorized, user-submitted codes.d.Distributions of coupon codes on multiple sites need to be disclosed and approved by the JJR Beauty Affiliate Program. Please e-mail any new websites/social media pages and promotions distributing JJR Beauty coupon codes for approval via the form located at: hello@jbskrub.com. e.Failure to follow these guidelines will result in suspension and lost commissions. Upon warning, affiliates must remove all violations. Repeated abuse will result in cancellation of your affiliation and any pending commissions owed will not be paid if your account is terminated due to coupon code misuse.3.4“Cookie-Stuffing” Policy “Cookie-Stuffing”, forced clicks, etc. is not permitted. “Cookie stuffing” is an unlawful strategy of generating affiliate sales. (i.e., Use of cookie stuffing to cause tracking systems to conclude that a user has clicked through a qualifying affiliate link – and to pay commissions accordingly- even if the user has not actually clicked through any such link). Affiliates found using, employing or receiving this strategy will be immediately revoked and all commissions will be forfeited.3.5Adware & Toolbars Affiliates are prohibited from transmitting any “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-Ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to customers from the time the customer clicks on a qualifying link to the JJR Beauty website until the time the customer has exited the JJR Beauty and/or JB SKRUB site (ie. no page from the JJR Beauty and/or JB SKRUB site or any JJR Beauty content or branding is visible on the end-user’s screen). The terms a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo and similar search or directory engines); (c) set commission tracking cookies through loading of JJR Beauty and/or JB SKRUB site in IFrames, hidden links and automatic pop ups that open JJR Beauty’s and/or JB SKRUB’ site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.4.Grant of Licenses4.1We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the JJR Beauty Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of JJR Beauty and the goodwill associated therewith will inure to the sole benefit of JJR Beauty.4.2Each party to this agreement agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.4.3No Sublicense: You may not sublicense, rent, lease, sell, resell, outsource or service bureau any JJR Beauty products, intellectual property, assets, or anything owned and offered by JJR Beauty and any attempt to do so shall be null and void.4.4JJR Beauty customers are not, by virtue of your participation in this Affiliate Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on our website will apply to the customers. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers, you will direct them to JJR Beauty customer service.5.DisclaimerJJR BEAUTY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROGRAM, JJR BEAUTY’S SERVICES, WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF JJR BEAUTY ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.6.Representations and WarrantiesYou represent and warrant that:a.This agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;b.You have the full right, power, and authority to enter into and be bound by the terms and conditions of this agreement and to perform your obligations under this agreement, without the approval or consent of any other party;c.You have sufficient right, title, and interest in and to the rights granted to us in this agreement.7.Limitations of LiabilityWE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL JJR BEAUTY’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.8.Indemnification You hereby agree to indemnify and hold harmless JJR Beauty, and its subsidiaries and affiliates, and their directors, officers, employees, agents, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that your use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.9.Non-DisparagementJJR Beauty welcomes constructive input regarding the program and products, but publicly communicated negative comments and remarks by JJR Beauty affiliates about JJR Beauty, the products; the program or other JJR Beauty affiliates serve no purpose other than to undermine the enthusiasm of other JJR Beauty affiliates. For this reason, and to set the proper example for each JJR Beauty affiliates network, you must not disparage JJR Beauty (or any of its employees, officers, or directors), its products, the program or other JJR Beauty affiliates. The disparagement of JJR Beauty (or any of its employees, officers, or directors), its products, the program or other JJR Beauty affiliates shall constitute a material breach of this agreement.10.ConfidentialityAll confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.11.PaymentsProvided that you remain in good standing with JJR Beauty and ShareAShare, you may earn a commission for sending authorized sales via your affiliate links. Sales must be placed by first time customers only. In order to place an affiliate link, you must first be approved by JJR Beauty and ShareASale to become an affiliate. JJR Beauty is neither responsible nor liable for any type of commission payments to you. ShareASale handles and is solely responsible for any and all commission payments. Please visit www.shareasale.com for more information regarding commission payment and timing of payments. 12.Affiliate Account InterfaceYou will create a log-in and password in order to enter the portal to the secure affiliate account interface. From their site, you will be able to view and receive your reports regarding your commissions due to you.13.ModificationWe may modify any of the terms and conditions in this agreement at any time at our sole discretion. In such event, you will be notified by e-mail. Modifications may include, but are not limited to, changes in the payment procedures and JJR Beauty’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this agreement. Your continued participation in JJR Beauty’s Affiliate Program following the posting of the change notice or new agreement on our site will indicate your agreement to the changes.14.Revocation of AffiliationAffiliation may be terminated at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or e-mail. In addition, this agreement will terminate immediately upon any breach of this agreement by you. If JJR Beauty affiliation is revoked for any reason, you cannot rejoin the program in the future.15.DisputesIn case of a dispute between the Parties relating to or arising out of this agreement, the Parties shall first attempt to resolve the dispute personally and good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to final and binding arbitration in accordance with the rules of the Signature Resolution or JAMS located in Los Angeles, California. Any of the Parties to this agreement may commence the arbitration by making a written demand for arbitration transmitted to the other parties and to the Signature Resolution or JAMS located in Los Angeles County, California. It is agreed that the arbitration shall be before a single neutral arbitrator who is a retired judge. Such arbitrator shall have no authority to add Parties, vary the provisions of this agreement, punitive award damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of California. Each Party shall pay their costs and fees. Claims necessitating arbitration under this Section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes, or regulations. Intellectual property claims by JJR Beauty will not be subject to arbitration and may be litigated as an exception to this subpart. In Agreement with this Section of this Agreement, the Parties waive any rights they may have to a jury trial regarding arbitral claims. The parties expressly agree that this is the correct jurisdiction and venue for confirmation of the arbitration award and each party expressly waives the right to assert another jurisdiction and venue as appropriate in any subsequent court proceedings between the parties. The award of the arbitrator shall be final and binding on the parties and not subject to review or challenge in any forum or proceeding. It is the declared intention of the Parties to finally and fairly resolve all disputes arising from or related to this Agreement by final and binding arbitration in accordance with this Section.16.Irreparable HarmYou further agree that the provisions contained in this agreement are reasonable and necessary to protect the legitimate interests of JJR Beauty. You agree that breach of this agreement would cause irreparable harm and significant injury to JJR Beauty, the amount of which would be extremely difficult to estimate and ascertain and thus making any remedy at law or in damages inadequate. The rights granted to JJR Beauty in this Section are in addition to any other remedy available to law or in equality.17.Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. Venue for any dispute arising from this agreement shall be Los Angeles County, California. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non convenient or similar doctrine.18.AssignmentYou may not assign or delegate any of the rights or obligations under this agreement without the prior written consent of JJR Beauty, and any such attempted assignment or delegation shall be void. JJR Beauty may assign this agreement in its sole discretion upon providing notice to you. Subject to the preceding sentence, this agreement is binding on and inures to the benefit of the respective successors, heirs and assigns of each party.19.SeverabilityIf any portion of this agreement is held by a court with jurisdiction to be invalid or unenforceable, the remaining portions hereof, shall remain in full force and effect. If any provision of this Agreement shall be judicially unenforceable in any jurisdiction, such provision shall not be affected with respect to any other jurisdiction.20.No WaiverIf we fail to enforce any provision of this agreement, this shall not constitute a waiver of any future enforcement of that provision or any other provision. Waiver of any part or subpart of this agreement will not constitute a waiver of any other part or subpart.21.Headings for Convenience OnlyHeadings of parts and subparts under this agreement are for convenience and organization only. Headings shall not affect the meaning of any provisions of this agreement.22.Force MajeureJJR Beauty is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, actions of civil authorities, epidemic, pandemic (including the Covid-19 pandemic), quarantine, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.23.Electronic Communications PermittedElectronic communications are permitted to both Parties under this agreement, including e-mail or fax. For any questions or concerns, please email us at the following address: hello@jbskrub.com. 24.Entire AgreementThis agreement constitutes the entire agreement between you and JJR Beauty, and supersedes any prior understanding or representation of any kind preceding the date of this agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this agreement.