By signing up to be an affiliate in the Glamsquad Affiliate Program (the “Program”) you agree to be bound by the following terms and conditions (the “Terms”). Please ensure that you read them carefully before signing up. These Terms are a legal agreement between JMB Glamsquad, LLC a Delaware LLC, and You (the “Affiliate”, “you”).
We reserve the right to update and change the Terms from time to time without notice. Any amendments, modifications, enhancements, or changes to the Program including the release of new features and resources made available by us from time to time shall be subject to these Terms. Continued use of the Program after any such changes shall constitute your consent to such changes.
Any violation of these Terms may result in, among other things, termination or suspension of your rights to be an Affiliate and forfeiture of any outstanding affiliate referral fee payments earned during the violation.
1. Account Registration & Terms
You must provide your legal full name, a valid email address, and any other information requested in order to complete the sign-up process for an Affiliate account (“account”).
You must be 18 years of age or older to join this Program. Each account is for use by either a single legal entity (e.g. a company or a partnership) or an individual user. We do not permit you to share your user name and password with any other person nor with multiple users on a network. Responsibility for the security of any user names and passwords issued (including those of any Invitees) rests with you. You may not use the Program for any illegal or unauthorized purpose. You must not, in the use of the Program, violate any laws in your jurisdiction (including but not limited to copyright laws).
2. Referral Links & Promotion
Once you have signed up for the Program you must use only links provided via Share-A-Sale when placing a link from your site, email or other communications to the Glamsquad website. It is your responsibility to ensure each such link is correctly formatted. We may also provide graphical images that can be used within the links to promote Glamsquad. You may not modify these images in any way. We reserve the right to change the images at any time without notice.
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site.
You may not use our name or graphics in any bulk email whatsoever unless we have given our advanced written consent. We may terminate the Agreement if any meaningful spam complaints naming us or our services result from your marketing activities.
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our Services, say you are part of Glamsquad or express or imply any relationship between us and you or any other person or entity, except as expressly permitted by this Agreement. You may not utilize PPC marketing as part of the Glamsquad Affiliate Program without Glamsquad's explicit written approval.
3. Payment
Commission will be paid on the sub-total of the base service fee less discounts, taxes, tip and service fee only after any appointment services have been delivered by Glamsquad and client has paid for said services. Commission will not be paid on cancelled appointments. We reserve the right to check and change commissions on the basis of orders actually paid, the notification e-mail is not understood as a confirmed commission - this is only a notification, and every payment will be verified based on real transactions subject to change at our discretion. We reserve the right to disqualify referral fees earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
4. Customer Definition
Every customer who buys a service through this program is deemed to be a customer of Glamsquad. Accordingly, all of our rules, policies, and operating procedures concerning pricing, customer orders, customer service, and services sales will apply to those customers. We may change our policies and operating procedures at any time. Glamsquad is not responsible for any representations made by the Affiliate that contradict our rules, policies or operating procedures.
5. Pricing & Availability
We will determine the prices to be charged for services sold under this Program in accordance with our own pricing policies. Services prices and availability may vary from time to time. Because price changes may affect services that you have listed on your site, you should not display services prices on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular service.
6. Copyrighted and Trademarked material
Glamsquad hereby grants Partner and its Affiliates a non-exclusive, worldwide license to use and publish Glamsquad’s trademarks and service marks (“Glamsquad Marks”) for the sole purpose of performing Partner’s obligations under this Agreement. Partner will use notification of the trademark rights or registration on all visual displays of the Glamsquad Marks, including use of the encircled “R” symbol (“®”) and/or the letters TM or SM, as appropriate, in conjunction with publication of the Glamsquad Marks. Glamsquad has the right to require Partner to furnish from time to time samples of use of the Glamsquad Marks. Should Glamsquad find objectionable any use of the Glamsquad Marks by Partner, Glamsquad shall have the right to revoke, with respect to the objectionable use, the rights granted to Partner under this Agreement to use the Glamsquad Marks, and Partner shall immediately cease using the Glamsquad Marks in the manner found objectionable by Glamsquad. All use of the Glamsquad Marks by Partner inures to the benefit of Glamsquad.
You are solely responsible for ensuring that your reviews, product descriptions and articles (if applicable at your site) obey all applicable copyright, trademark, and other laws. Glamsquad will not be responsible if you use another party's copyrighted or trademarked material in violation of the law.
7. Term of the Agreement and Program
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice via the Share-A-Sale platform, or otherwise, is considered sufficient notice to terminate this Agreement. Glamsquad reserves the right to end the Program at any time. Upon Program termination, Glamsquad will pay any legitimate outstanding earnings.
8. Termination
(a) Glamsquad, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other Glamsquad service, for any reason at any time. Such termination will result in the deactivation of your Glamsquad Affiliate Account, and the forfeiture and relinquishment of all potential or accrued referral fees in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. Glamsquad reserves the right to refuse service to anyone for any reason at any time. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the Glasmquad website and all our images and other materials provided under the Program
(b) Morality Clause. If at any time during the Term a Professional (a) is convicted of, or enters a plea of guilty, no contest or other similar plea with respect to (i) any misdemeanor or felony, or (ii) any crime of moral turpitude, or (b) commits any act of moral turpitude which shocks, insults or offends the community, and such act has a direct material adverse effect on the sales of the Products or the public perception of the Glamsquad brand, Partner’s brand or products following such act (each of the foregoing in Partner’s reasonable discretion), then such conviction or act shall constitute a non-curable breach of this Agreement and in addition to all of its other rights and remedies, Partner may within fourteen (14) days of the occurrence of such event, immediately terminate this Agreement, including any applicable Statement of Work, by written notice to Glamsquad.
9. Ownership: Glamsquad shall retain all right, title and interest (including, but not limited to, all copyright and other intellectual property rights), in the Glamsquad Creative and the Glamsquad Marks.
10. Costs and Expenses
Each party will be responsible for its own costs and expenses in connection with the performance of its obligations under this Agreement.
11. Indemnification
I. Each party agrees to indemnify, defend and hold the other party and its officers, directors, agents and employees harmless from and against any and all losses, liabilities, claims, costs, damages and expenses (including, without limitation, reasonable attorney’s fees) arising out of any third party claim relating to (i) any breach or alleged breach by the indemnifying party of any of its representations, warranties and/or obligations set forth in this Agreement; and/or (ii) any product or service provided by the indemnifying party (except to the extent that such claim arises out of the indemnified party’s obligations to indemnify the indemnifying party under this Agreement).
II. An indemnitee seeking indemnification pursuant to this Section 9 will give prompt notice to the indemnifying party; provided, however, that failure to give prompt notice will not relieve the indemnifying party of any liability hereunder (except to the extent the indemnifying party has suffered actual material prejudice by such failure). Each indemnitee will reasonably cooperate (at the indemnifying party’s expense) in the defense of any claim for which the indemnitee seeks indemnification under this Section 9.
12. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF SUCH PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE.
13. Force Majeure. Neither party shall be deemed in default or otherwise liable under this Agreement due to its inability to perform its obligations by reason of any act of God, war, government intervention, riot, earthquake, fire, flood, power outage, failure of the Internet or any similar cause beyond such Party’s control; provided, however, that the party affected by such event shall immediately begin or resume performance as soon as practicable after such event has abated. The affected party shall, within a reasonable period of time, notify the other party, describing the nature and estimated duration of such inability to perform and the receiving party shall have the right to terminate (in its sole discretion) this Agreement or the applicable Statement of Work upon written notice in the event such non-performance arising from the occurrence of any such force majeure event continues for a period of thirty (30) days or more.
14. Governing Law. This Agreement and all matters and issues related thereto shall be governed by the laws of the State of New York, without regard to its choice of law rules.
15. Assignment. Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any subsidiary or other Affiliate of the party without the other party’s approval. “Affiliate” means any parent, subsidiary or other entity controlled by, controlling or under common ownership or control with a party. This Agreement will be binding upon, and inure to the benefit of, the respective permitted assignees, transferees and successors of each of the parties.
16. Relationship of Parties. Neither this Agreement nor the cooperation of the parties contemplated herein shall be deemed or construed to create any partnership, joint venture or agency relationship between Glamsquad and Partner. Neither party is, nor shall either party hold itself out to be, vested with any power or right to bind the other party contractually or to act on behalf of the other party as a broker, agent or otherwise.
17. Communications. Unless required by law, neither party will, without the prior written approval of the other party, issue any press release or similar announcement relating to the existence or terms of this Agreement.
18. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement is determined to be invalid, unenforceable or otherwise illegal, such provision shall be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement shall be in full force and effect.
19. Waiver. No term or condition of this Agreement shall be deemed waived, and no breach shall be deemed excused, unless such waiver or excuse is in writing and is executed by the party against whom such waiver or excuse is claimed.
20. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with respect to its subject matter, and supersedes all prior and contemporaneous oral or written agreements and representations relating to such subject matter. This Agreement may be modified only in a writing signed by both Parties.
21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and both of which taken together shall constitute one and the same Agreement.
